Common use of Indemnification of the Indemnitees Clause in Contracts

Indemnification of the Indemnitees. The Company shall indemnify and hold harmless each Member, Director and officer of the Company (individually, an “Indemnitee”) from and against any and all losses, claims, demands, costs, damages, liabilities, joint and several, expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative, arbitral or investigative, in which the Indemnitee was involved or may be involved, or threatened to be involved, as a party or otherwise, arising out of any Member’s status as a Member, any Director’s status as a Director, any officer’s status as an officer or any action taken by any officer or Director under this Agreement or otherwise on behalf of the Company (collectively, “Liabilities”), regardless of whether the Indemnitee continues to be a Member, Director or an officer, to the fullest extent permitted by the Delaware LLC Act and all other applicable laws; except a Member, Director or officer of the Company shall be entitled to indemnification hereunder only to the extent that such Member’s, Director’s or officer’s conduct did not constitute gross negligence, willful misconduct, breach of fiduciary duty, or a breach of this Agreement, any Transaction Agreement or any other agreement between the Company and such Member, Director or officer, as applicable, and such Member, Director or officer acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such Member’s, Director’s or officer’s conduct was unlawful. The termination of any proceeding by settlement, judgment, order, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that such Indemnitee’s conduct constituted gross negligence or willful misconduct or that such conduct otherwise constituted a breach of this Agreement, any Transaction Agreement or any other such agreement between the Company and such Member, Director or officer. The right of any Indemnitee to the indemnification provided herein shall be cumulative of, and in addition to, any and all rights to which such Indemnitee may otherwise be entitled by contract or as a matter of law or equity and shall extend to such Indemnitee’s successors, assigns and legal representatives.

Indemnification of the Indemnitees. The Company shall indemnify and hold harmless each Member, Director and officer of the Company (individually, an “Indemnitee”) from and against any and all losses, claims, demands, costs, damages, liabilities, joint and several, expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative, arbitral or investigative, in which the Indemnitee was involved or may be involved, or threatened to be involved, as a party or otherwise, arising out of any Member’s status as a Member, any Director’s status as a Director, any officer’s status as an officer or any action taken by any officer or Director under this Agreement or otherwise on behalf of the Company (collectively, “Liabilities”), regardless of whether the Indemnitee continues to be a Member, Director or an officer, to the fullest extent permitted by the Delaware LLC Act and all other applicable laws; except a Member, Director or officer of the Company shall be entitled to indemnification hereunder only to the extent that such Member’s, Director’s or officer’s conduct did not constitute gross negligence, willful misconduct, breach of fiduciary duty, or a breach of this Agreement, any Transaction Agreement or any other agreement between the Company and such Member, Director or officer, as applicable, and such Member, Director or officer acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such Member’s, Director’s or officer’s conduct was unlawful. The termination of any proceeding by settlement, judgment, order, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that such Indemnitee’s conduct constituted gross negligence or willful misconduct or that such conduct otherwise constituted a breach of this Agreement, any Transaction Agreement or any other such agreement between the Company and such Member, Director or officer. The right of any Indemnitee to the indemnification provided herein shall be cumulative of, and in addition to, any and all rights to which such Indemnitee may otherwise be entitled by contract or as a matter of law or equity and shall extend to such Indemnitee’s successors, assigns and legal representatives. [***] denotes language for which American Medical Alert Corp. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission.

Indemnification of the Indemnitees. The Company shall indemnify and hold harmless each Member, Director and officer of the Company (individually, an “Indemnitee”) from and against any and all losses, claims, demands, costs, damages, liabilities, joint and several, expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative, arbitral or investigative, in which the Indemnitee was involved or may be involved, or threatened to be involved, as a party or otherwise, arising out of any Member’s status as a Member, any Director’s status as a Director, any officer’s status as an officer or any action taken by any officer or Director under this Agreement or otherwise on behalf of the Company (collectively, “Liabilities”), regardless of whether the Indemnitee continues to be a Member, Director or an officer, to the fullest extent permitted by the Delaware LLC Act and all other applicable laws; except a Member, Director or officer of the Company shall be entitled to indemnification hereunder only to the extent that such Member’s, Director’s or officer’s conduct did not constitute gross negligence, willful misconduct, breach of fiduciary duty, or a breach of this Agreement, any Transaction Agreement or any other agreement between the Company and such Member, Director or officer, as applicable, and such Member, Director or officer acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such Member’s, Director’s or officer’s conduct was unlawful. The termination of any proceeding by settlement, judgment, order, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that such Indemnitee’s conduct constituted gross negligence or willful misconduct or that such conduct otherwise constituted a breach of this Agreement, any Transaction Agreement or any other such agreement between the Company and such Member, Director or officer. The right of any Indemnitee to the indemnification provided herein shall be cumulative of, and in addition to, any and all rights to which such Indemnitee may otherwise be entitled by contract or as a matter of law or equity and shall extend to such Indemnitee’s successors, assigns and legal representatives. *** denotes language for which American Medical Alert Corp. will request confidential treatment pursuant to the rules and regulations of the Securities Act of 1933, as amended. Confidential portions have been omitted and will be filed separately with the Securities and Exchange Commission.

Indemnification of the Indemnitees. (a) The Company LLC shall indemnify and hold harmless each Member, Director and officer of the Company (individually, an “Indemnitee”) Indemnitee from and against any and all losses, claims, demands, costs, damages, liabilities, joint and several, expenses of any nature (including reasonable attorneys’ ' fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative, arbitral or investigative, in which the Indemnitee was involved or may be involved, or threatened to be involved, as a party or otherwise, arising out of any action or inaction on the part of (i) the LLC or (ii) the Indemnitee (acting on behalf of the LLC), in each case in connection with the business of the LLC, this Agreement, any Member’s 's status as a Member, any Director’s Manager's status as a DirectorManager, any Authorized Person's status as an Authorized Person, any officer’s 's status as an officer of the LLC or any action taken by any Member, Manager, Authorized Person or officer or Director of the LLC under this Agreement or otherwise on behalf of the Company LLC (collectively, “"Liabilities”"), regardless of whether the Indemnitee continues to be a Member, Director a Manager, an Authorized Person or an officer of the LLC, an Affiliate, or an officer, director, employee or agent of such Member, to the fullest extent permitted by the Delaware LLC Act and all other applicable laws; except a Memberprovided, Director or officer of the Company that an Indemnitee shall be entitled to indemnification hereunder only to the extent that such Member’s, Director’s or officer’s Indemnitee's conduct did not constitute gross negligence, negligence or willful misconduct, breach of fiduciary duty, or a breach of this Agreement, any Transaction Agreement or any other agreement between the Company and such Member, Director or officer, as applicable, and such Member, Director or officer acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such Member’s, Director’s or officer’s conduct was unlawful. The termination of any proceeding by settlement, judgment, order, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that such Indemnitee’s 's conduct constituted gross negligence or willful misconduct misconduct. (b) Expenses incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding subject to paragraph (a) above shall, from time to time, be advanced by the LLC prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the LLC of an undertaking reasonably acceptable in form and substance to the Board by or on behalf of the Indemnitee to repay such amount if it shall be determined that such conduct otherwise constituted a breach of Person is not entitled to be indemnified as authorized in this Agreement, any Transaction Agreement or Section. (c) The indemnification provided by this Section shall be in addition to any other such agreement between the Company and such Member, Director or officer. The right of any Indemnitee to the indemnification provided herein shall be cumulative of, and in addition to, any and all rights to which such an Indemnitee may otherwise be entitled by contract or under any agreement, as a matter of law or equity or otherwise, both as to action in the Indemnitee's capacity as a Member, as an Affiliate or as an officer, director, employee or agent of a Member, as a Manager, as an Authorized Person or as an officer of the LLC and as to any action in another capacity, and shall extend continue as to an Indemnitee who has ceased to serve in such Indemnitee’s capacity and shall inure to the benefit of the heirs, successors, assigns and legal representativesadministrators of the Indemnitee. (d) At the discretion of the Board, the LLC or its Affiliates may purchase and maintain insurance, at the LLC's or an Affiliate's expense, on behalf of the Members, Managers, Authorized Persons and officers of the LLC and such other Persons as the Board shall determine, against any liability that may be asserted against, or any expense that may be incurred by, such Person in connection with the activities of the LLC and/or the Member's, Manager's, Authorized Person's or officer's acts or omissions as a Member, a Manager, an Authorized Person or officer of the LLC regardless of whether the LLC would have the power to indemnify such Person against such liability under the provisions of this Agreement. (e) Any indemnification under this Section shall be satisfied solely out of the assets of the LLC. No Member shall be subject to personal liability or required to fund or cause to be funded any obligation by reason of these indemnification provisions.