Indemnification of the Manager. To the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, the LLC shall indemnify and hold harmless the Manager from and against any and all claims, actions, suits, damages, costs and expenses, including reasonable fees and disbursements of counsel (“Claims”), asserted against or incurred by the Manager arising out of or in connection with the Manager’s management or conduct in carrying out the LLC’s purposes, whether or not the Manager is a member of the LLC when such Claims are asserted against or incurred by it; provided, however, that the Manager shall not be indemnified for any liability for fraud, intentional misconduct, gross negligence, or a knowing violation of the law that was material to the cause of action. No amendment of this Section 10(c) shall affect the rights of the Manager in existence prior to such amendment.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (HSI IP, Inc.), Limited Liability Company Agreement (HSI IP, Inc.)
Indemnification of the Manager. To the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, the LLC shall indemnify indemnity and hold harmless the Manager from and against any and all claims, actions, suits, damages, costs and expenses, including reasonable fees and disbursements of counsel (“Claims”), asserted against or incurred by the Manager arising out of or in connection with the Manager’s management or conduct in carrying out the LLC’s purposes, whether or not the Manager is a member of the LLC when such Claims are asserted against or incurred by it; provided, however, that the Manager shall not be indemnified for any liability for fraud, intentional misconduct, gross negligence, or a knowing violation of the law that was material to the cause of action. No amendment of this Section 10(c) shall affect the rights of the Manager in existence prior to such amendment.
Appears in 1 contract
Indemnification of the Manager. To the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, the LLC shall indemnify and hold harmless the Manager from and against any and all claims, actions, suits, damages, costs and expenses, including reasonable fees and disbursements of counsel (“Claims”), asserted against or incurred by the Manager arising out of or in connection with the Manager’s management or conduct in carrying out the LLC’s purposes, whether or not the Manager is a member of the LLC when such Claims are asserted against or incurred by it; provided, however, that the Manager shall not be indemnified for any liability for fraud, intentional misconduct, gross negligence, or a knowing violation of the law that was material to the cause of action. No amendment of this Section 10(c10(e) shall affect the rights of the Manager in existence prior to such amendment.
Appears in 1 contract