Common use of Indemnification of the Management Covered Persons Clause in Contracts

Indemnification of the Management Covered Persons. (a) The Company shall indemnify, to the full extent permitted by applicable Law, any Management Covered Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (each, a “Proceeding”) by reason of the fact that (x) such Person is or was an Officer of the Company or (y) such Person, while serving as an Officer of the Company, is or was serving or has agreed to serve at the request of the Company as a director, officer, employee, manager or agent of another company, partnership, limited liability company, joint venture, trust or other enterprise or (z) such Person is or was serving or has agreed to serve at the request of the Company as a director, officer or manager of another company, partnership, limited liability company, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted by such Person in such capacity; provided that the Management Covered Person’s conduct did not constitute fraud, gross negligence or result in the conviction of such Management Covered Person of a felony by a court of competent jurisdiction: (i) in a Proceeding other than a Proceeding by or in the right of the Company, against expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Person or on such Person’s behalf in connection with such Proceeding and any appeal therefrom; or (ii) in a Proceeding by or in the right of the Company to procure a judgment in its favor, against expenses (including reasonable attorneys’ fees) actually and reasonably incurred by such Person or on such Person’s behalf in connection with the defense or settlement of such Proceeding and any appeal therefrom. (b) Section 9.2(a) does not require the Company to indemnify a Management Covered Person in respect of a Proceeding (or part thereof) instituted by such Person on his or her own behalf, unless such Proceeding (or part thereof) has been authorized by the Managing Member or the indemnification requested is pursuant to the last sentence of Section 9.4. (c) Notwithstanding any other terms of this Agreement, whether expressed or implied, the written consent of each Management Covered Person is required for any amendment, modification, supplement, restatement or waiver to or of the provisions of this Section 9.2.

Indemnification of the Management Covered Persons. (a) The Company shall indemnify, to the full extent permitted by applicable Law, any Management Covered Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (each, a “Proceeding”) by reason of the fact that (x) such Person is or was an Officer of the Company or (y) such Person, while serving as an Officer of the Company, is or was serving or has agreed to serve at the request of the Company as a director, officer, employee, manager or agent of another company, partnership, limited liability company, joint venture, trust or other enterprise or (z) such Person is or was serving or has agreed to serve at the request of the Company as a director, officer or manager of another company, partnership, limited liability company, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted by such Person in such capacity; provided that the Management Covered Person’s conduct did not constitute fraud, gross negligence or result in the conviction of such Management Covered Person of a felony by a court of competent jurisdiction: (i) in a Proceeding other than a Proceeding by or in the right of the Company, against expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Person or on such Person’s behalf in connection with such Proceeding and any appeal therefrom; or (ii) in a Proceeding by or in the right of the Company to procure a judgment in its favor, against expenses (including reasonable attorneys’ fees) actually and reasonably incurred by such Person or on such Person’s behalf in connection with the defense or settlement of such Proceeding and any appeal therefrom. (b) Section 9.2(a) 9.2 does not require the Company to indemnify a Management Covered Person in respect of a Proceeding (or part thereof) instituted by such Person on his or her own behalf, unless such Proceeding (or part thereof) has been authorized by the Managing Member Steering Committee or the indemnification requested is pursuant to the last sentence of Section 9.49.5. (c) Notwithstanding any other terms of this Agreement, whether expressed or implied, the written consent of each Management Covered Person is required for any amendment, modification, supplement, restatement or waiver to or of the provisions of this Section 9.2.

Indemnification of the Management Covered Persons. (a) The Company shall indemnify, to the full extent permitted by applicable Law, any Management Covered Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedingproceeding relating to an action or alleged action or failure to act or alleged failure to act occurring on or after the Effective Time, whether civil, criminal, administrative or investigative (each, a “Post-Effective Time Proceeding”) by reason of the fact that (x) such Person person is or was an serving or has agreed to serve as a Manager or Officer of the Company on or after the Effective Time or (y) such Personperson, while serving as an a Manager or Officer of the Company, is or was serving or has agreed to serve at the request of the Company on or after the Effective Time as a director, officer, employee, manager or agent of another company, partnership, limited liability company, joint venture, trust or other enterprise or (z) such Person person is or was serving or has agreed to serve at the request of the Company on or after the Effective Time as a director, officer or manager of another company, partnership, limited liability company, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted by such Person person in such capacity; provided that capacity on or after the Management Covered Person’s Effective Time, and who satisfies the applicable standard of conduct did not constitute fraud, gross negligence set forth for the indemnification of an officer or result in the conviction of such Management Covered Person director of a felony by a court Delaware corporation under Section 145(a) or (b), as applicable, of competent jurisdictionthe DGCL: (i) in a Post-Effective Time Proceeding other than a Post-Effective Time Proceeding by or in the right of the Company, against expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Person or on such Person’s behalf in connection with such Post-Effective Time Proceeding and any appeal therefrom; , or (ii) in a Post Effective Time Proceeding by or in the right of the Company to procure a judgment in its favor, against expenses (including reasonable attorneys’ fees) actually and reasonably incurred by such Person or on such Person’s behalf in connection with the defense or settlement of such Post-Effective Time Proceeding and any appeal therefrom. (b) Section 9.2(a10.2(a) does not require the Company to indemnify a Management Covered Person in respect of a Post-Effective Time Proceeding (or part thereof) instituted by such Person on his or her own behalf, unless such Post-Effective Time Proceeding (or part thereof) has been authorized by the Managing Member Board or the indemnification requested is pursuant to the last sentence of Section 9.410.3. (c) Notwithstanding any other terms of this Agreement, whether expressed or implied, the written consent of each Management Covered Person is required for any amendment, modification, supplement, restatement or waiver to or of the provisions of this Section 9.2.

Indemnification of the Management Covered Persons. (a) The Company shall indemnify, to the full extent permitted by applicable Law, any Management Covered Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (each, a “Proceeding”) by reason of the fact that (x) such Person is or was an Officer of the Company or (y) such Person, while serving as an Officer of the Company, is or was serving or has agreed to serve at the request of the Company as a director, officer, employee, manager or agent of another company, partnership, limited liability company, joint venture, trust or other enterprise or (z) such Person is or was serving or has agreed to serve at the request of the Company as a director, officer or manager of another company, partnership, limited liability company, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted by such Person in such capacity; provided that the Management Covered Person’s conduct did not constitute fraud, bad faith, willful misconduct, gross negligence negligence, a material violation of applicable securities laws or result in the conviction of such Management Covered Person of a felony by a court of competent jurisdiction: (i) in a Proceeding other than a Proceeding by or in the right of the Company, against expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Person or on such Person’s behalf in connection with such Proceeding and any appeal therefrom; or (ii) in a Proceeding by or in the right of the Company to procure a judgment in its favor, against expenses (including reasonable attorneys’ fees) actually and reasonably incurred by such Person or on such Person’s behalf in connection with the defense or settlement of such Proceeding and any appeal therefrom. (b) Section 9.2(a) does not require the Company to indemnify a Management Covered Person in respect of a Proceeding (or part thereof) instituted by such Person on his or her own behalf, unless such Proceeding (or part thereof) has been authorized by the Managing Member or the indemnification requested is pursuant to the last sentence of Section 9.49.5. (c) Notwithstanding any other terms of this Agreement, whether expressed or implied, the written consent of each Management Covered Person is required for any amendment, modification, supplement, restatement or waiver to or of the provisions of this Section 9.2.

Indemnification of the Management Covered Persons. (a) The Company shall indemnify, to the full extent permitted by applicable Law, any Management Covered Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedingproceeding relating to an action or alleged action or failure to act or alleged failure to act occurring on or after the Old Effective Time, whether civil, criminal, administrative or investigative (each, a an “Old Post-Effective Time Proceeding”) by reason of the fact that (x) such Person person is or was an serving or has agreed to serve as a Manager or Officer of the Company on or after the Old Effective Time or (y) such Personperson, while serving as an a Manager or Officer of the Company, is or was serving or has agreed to serve at the request of the Company on or after the Old Effective Time as a director, officer, employee, manager or agent of another company, partnership, limited liability company, joint venture, trust or other enterprise or (z) such Person person is or was serving or has agreed to serve at the request of the Company on or after the Old Effective Time as a director, officer or manager of another company, partnership, limited liability company, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted by such Person person in such capacity; provided that capacity on or after the Management Covered Person’s Old Effective Time, and who satisfies the applicable standard of conduct did not constitute fraud, gross negligence set forth for the indemnification of an officer or result in the conviction of such Management Covered Person director of a felony by a court Delaware corporation under Section 145(a) or (b), as applicable, of competent jurisdictionthe DGCL: (i) in a an Old Post-Effective Time Proceeding other than a an Old Post-Effective Time Proceeding by or in the right of the Company, against expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Person or on such Person’s behalf in connection with such Post-Effective Time Proceeding and any appeal therefrom; , or (ii) in a Post Effective Time Proceeding by or in the right of the Company to procure a judgment in its favor, against expenses (including reasonable attorneys’ fees) actually and reasonably incurred by such Person or on such Person’s behalf in connection with the defense or settlement of such Post-Effective Time Proceeding and any appeal therefrom. (b) Section 9.2(a‎9.2(a) does not require the Company to indemnify a Management Covered Person in respect of a an Old Post-Effective Time Proceeding (or part thereof) instituted by such Person on his or her own behalf, unless such Old Post-Effective Time Proceeding (or part thereof) has been authorized by the Managing Member Board or the indemnification requested is pursuant to the last sentence of Section 9.4‎9.3. (c) Notwithstanding any other terms of this Agreement, whether expressed or implied, the written consent of each Management Covered Person is required for any amendment, modification, supplement, restatement or waiver to or of the provisions of this Section 9.2.

Indemnification of the Management Covered Persons. (a) The Company shall indemnify, to the full extent permitted by applicable Law, any Management Covered Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedingproceeding relating to an action or alleged action or failure to act or alleged failure to act occurring on or after the Old Effective Time, whether civil, criminal, administrative or investigative (each, a an “Old Post-Effective Time Proceeding”) by reason of the fact that (x) such Person person is or was an serving or has agreed to serve as a Manager or Officer of the Company on or after the Old Effective Time or (y) such Personperson, while serving as an a Manager or Officer of the Company, is or was serving or has agreed to serve at the request of the Company on or after the Old Effective Time as a director, officer, employee, manager or agent of another company, partnership, limited liability company, joint venture, trust or other enterprise or (z) such Person person is or was serving or has agreed to serve at the request of the Company on or after the Old Effective Time as a director, officer or manager of another company, partnership, limited liability company, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted by such Person person in such capacity; provided that capacity on or after the Management Covered Person’s Old Effective Time, and who satisfies the applicable standard of conduct did not constitute fraud, gross negligence set forth for the indemnification of an officer or result in the conviction of such Management Covered Person director of a felony by a court Delaware corporation under Section 145(a) or (b), as applicable, of competent jurisdiction: the DGCL: (i) in a an Old Post-Effective Time Proceeding other than a an Old Post-Effective Time Proceeding by or in the right of the Company, against expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Person or on such Person’s behalf in connection with such Post-Effective Time Proceeding and any appeal therefrom; or , or (ii) in a Post Effective Time Proceeding by or in the right of the Company to procure a judgment in its favor, against expenses (including reasonable attorneys’ fees) actually and reasonably incurred by such Person or on such Person’s behalf in connection with the defense or settlement of such Post-Effective Time Proceeding and any appeal therefrom. . (b) Section 9.2(a‎9.2(a) does not require the Company to indemnify a Management Covered Person in respect of a an Old Post-Effective Time Proceeding (or part thereof) instituted by such Person on his or her own behalf, unless such Old Post-Effective Time Proceeding (or part thereof) has been authorized by the Managing Member Board or the indemnification requested is pursuant to the last sentence of Section 9.4. ‎9.3. 9.3 Advance of Expenses. The Company shall advance all expenses (cincluding reasonable attorneys’ fees) Notwithstanding any other terms of this Agreement, whether expressed incurred by a Covered Person or implied, the written consent of each a Management Covered Person in defending any Old Post-Effective Time Proceeding prior to the final disposition of such Old Post-Effective Time Proceeding upon written request of such Person and delivery of an undertaking (which may be unsecured) by such Person to repay such amount if it shall ultimately be determined that such Person is required not entitled to be indemnified by the Company; provided, however, that the Company shall not be obligated to advance expenses under this Section ‎9.3 to any Management Covered Person if the Board determines that such Management Covered Person has not satisfied the applicable standard of conduct set forth for any amendmentthe indemnification of an officer or director of a Delaware corporation under Section 145(a) or (b), modificationas applicable, supplement, restatement or waiver to or of the provisions DGCL, as such may be amended from time to time. The Company may authorize any counsel for the Company to represent (subject to applicable conflict of this Section 9.2.interest considerations) such Covered Person or Management Covered Person in any Old Post-Effective Time Proceeding, whether or not the Company is a party to such Old Post-Effective Time Proceeding. 23 9.4