Common use of INDEMNIFICATION OF THE DIRECTORS Clause in Contracts

INDEMNIFICATION OF THE DIRECTORS. (a) Unless otherwise provided in Section 8.8(d) hereof, the Company, its receiver, or its trustee (in the case of its receiver or trustee, to the extent of Property contributed to the Company) shall indemnify, save harmless, and pay all judgments and claims against any Director relating to any liability or damage incurred by reason of any act performed or omitted to be performed by any Director in connection with the Business, including reasonable attorneys' fees incurred by the Director in connection with the defense of any action based on any such act or omission, which attorneys' fees may be paid as incurred. (b) Unless otherwise provided in Section 8.8(d) hereof, in the event of any action by a Member against any Director, including a Company derivative suit, the Company shall indemnify, save harmless, and pay all expenses of such Director, including reasonable attorneys' fees, incurred in the defense of such action. (c) Unless otherwise provided in Section 8.8(d) hereof, the Company shall indemnify, save harmless, and pay all expenses, costs, or liabilities of any Director, if for the benefit of the Company and in accordance with this Agreement said Director makes any deposit or makes any other similar payment or assumes any obligation in connection with any Property proposed to be acquired by the Company and suffers any financial loss as the result of such action. (d) Notwithstanding the provisions of Sections 8.8(a), 8.8(b) and 8.8(c) above, such Sections shall be enforced only to the maximum extent permitted by law and no Director shall be indemnified from any liability for the fraud, intentional misconduct, gross negligence or a knowing violation of the law which was material to the cause of action. (e) The obligations of the Company set forth in this Section 8.8 are expressly intended to create third party beneficiary rights of each of the Directors and any Member is authorized, on behalf of the Company, to give written confirmation to any Director of the existence and extent of the Company's obligations to such Director hereunder.

INDEMNIFICATION OF THE DIRECTORS. (a) Unless otherwise provided in Section 8.8(d) hereof, the Company, its receiver, or its trustee (in the case of its receiver or trustee, to the extent of Property contributed to the Company) shall indemnify, save harmless, and pay all judgments and claims against any Director relating to any liability or damage incurred by reason of any act performed or omitted to be performed by any Director in connection with the Business, including reasonable attorneys' fees incurred by the Director in connection with the defense of any action based on any such act or omission, which attorneys' fees may be paid as incurred. (b) Unless otherwise provided in Section 8.8(d) hereof, in the event of any action by a Member against any Director, including a Company derivative suit, the Company shall indemnify, save harmless, and pay all expenses of such Director, including reasonable attorneys' fees, incurred in the defense of such action. (c) Unless otherwise provided in Section 8.8(d) hereof, the Company shall indemnify, save harmless, and pay all expenses, costs, or liabilities of any Director, if for the benefit of the Company and in accordance with this Agreement said Director makes any deposit or makes any other similar payment or assumes any obligation in connection with any Property proposed to be acquired by the Company and suffers any financial loss as the result of such action. (d) Notwithstanding the provisions of Sections 8.8(a), 8.8(b) and 8.8(c) above, such Sections shall be enforced only to the maximum extent permitted by law and no Director shall be indemnified from any liability for the fraud, intentional misconduct, gross negligence or a knowing violation of the law which was material to the cause of action. (e) The obligations of the Company set forth in this Section 8.8 are expressly intended to create third party beneficiary rights of each of the Directors and any Member is authorized, on behalf of the Company, to give written confirmation to any Director of the existence and extent of the Company's obligations to such Director hereunder.. 34 34