Indemnification of the Managers Sample Clauses

Indemnification of the Managers. The Company agrees to indemnify and hold harmless each Manager, each Forward Purchaser, their respective affiliates, directors, officers and employees and each person, if any, who controls such Manager or Forward Purchaser within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, (ii) or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Permitted Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, any road show as defined in Rule 433(h) under the Act (a “road show”) or any General Disclosure Package (including any General Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Manager or Forward Purchaser furnished to the Company in writing by such Manager or Forward Purchaser expressly for use therein, it being understood and agreed that the only such information furnished by any Manager or Forward Purchaser consists of the information described as such in subsection (b) below.

Indemnification of the Managers. (a) The Manager and its Agents shall be indemnified by the Company against any losses, judgments, liabilities, expenses, including attorneys' fees and amounts paid in settlement of any claims sustained by them arising out of any action or inaction of the Member or its Agents in its capacity as a Manager of the Company (or, in the case of an Agent, within the scope of the Manager's authority) to the fullest extent allowed by law, provided that the same were not the result of gross negligence or willful misconduct on the part of the Manager or an Agent and provided that the Manager or an Agent, in good faith, reasonably determined that such course of conduct was in the best interest of the Company; provided, however, that such indemnification and agreement to hold harmless shall be recoverable only out of Company assets. Subject to applicable law, the Company shall advance expenses incurred with respect to matters for which a Manager may be indemnified hereunder. (b) If at any time, the Company has insufficient funds to furnish indemnification as herein provided, it shall provide such indemnification if and as it generates sufficient funds and prior to any cash distributions, pursuant to Article VI or Article VII hereof, to the Members.

Indemnification of the Managers. (a) The Company, its receiver, or its trustee (in the case of its receiver or trustee, to the extent of Company Property) shall indemnify, save harmless, and pay all judgments and claims against any Manager including the Operating Manager relating to any liability or damage incurred by reason of any act performed or omitted to be performed by any Manager, including reasonable attorneys’ fees incurred by the Manager 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 7.11(d) following, in the event of any action by a Member against any Manager, including a Company derivative suit, the Company shall indemnify, save harmless, and pay all expenses of such Manager, including reasonable attorneys’ fees incurred in the defense of such action. (c) Unless otherwise provided in Section 7.11(d) following, the Company shall indemnify, save harmless, and pay all expenses, costs, or liabilities of any Manager, if for the benefit of the Company and in accordance with this Agreement said Manager 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 7.11(a), 7.11(b) and 7.11(c) above, such Sections shall be enforced only to the maximum extent permitted by law and no Manager 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 7.11 are expressly intended to create third party beneficiary rights of each of the Managers and any Member is authorized, on behalf of the Company, to give written confirmation to any Manager of the existence and extent of the Company’s obligations to such Manager hereunder.

Indemnification of the Managers. Except as otherwise prohibited by the Act, the Company shall indemnify, defend and hold harmless the Managers against all claims, actions, proceedings, demands, losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees) (together, “Losses”) to the extent the same arise directly or indirectly from the conduct of the business of the Company, except any Losses caused by self-dealing or willful misconduct by the Managers.

Indemnification of the Managers. Each Manager and its Agents (as defined in Section 5.11) shall be indemnified by the Company against any losses, judgments, liabilities, expenses, including attorneys' fees and amounts paid in settlement of any claims sustained by them arising out of any action or inaction of the Member or its Agents in its capacity as a Manager of the Company (or, in the case of an Agent, within the scope of the Manager's authority) to the fullest extent allowed by law, provided that the same were not the result of gross negligence or willful misconduct on the part of the Manager or an Agent and provided that the Manager or an Agent, in good faith, reasonably determined that such course of conduct was in the best interest of the Company; provided, however, that such indemnification and agreement to hold harmless shall be recoverable only out of Company assets. Subject to applicable law, the Company shall advance expenses incurred with respect to matters for which a Manager may be indemnified hereunder.

Indemnification of the Managers. (a) The Manager and its Agents shall be indemnified by the Company against any losses, judgments, liabilities, expenses, including attorneys' fees and amounts paid in settlement of any claims sustained by them arising out of any action or inaction of the Manager or its Agents in its capacity as a Manager of the Company (or, in the case of an Agent, within the scope of the Manager's authority) to the fullest extent allowed by law, provided that the same were not the result of gross negligence, intentional misconduct, a knowing violation of law, a transaction for which such Manager or Agent received a personal benefit in violation of this Agreement or a breach of the provisions of this Agreement on the part of the Manager or an Agent and provided that the Manager or an Agent, in good faith, reasonably determined that such course of conduct was in the best interest of the Company; provided, however, that such indemnification and agreement to hold harmless shall be recoverable only out of Company assets. Subject to applicable law, the Company shall advance expenses incurred with respect to matters for which a Manager may be indemnified hereunder. (b) If at any time, the Company has insufficient funds to furnish indemnification as herein provided, it shall provide such indemnification if and as it generates sufficient funds and prior to any cash distributions, pursuant to Article VI or Article VII hereof, to the Members.

Indemnification of the Managers. 6.6.1 The Company, its receiver, or its trustee will indemnify to the maximum extent permitted by law, save harmless, and pay all judgments, claims and expense, including attorneys' fees (which will be paid as incurred), a Manager incurs relating to any (1) liability or damage incurred by reason of any act performed or omitted to be performed by the Manager in connection with the Company's business; (2) liability under federal and state securities laws (including the Securities Act of 1933, as amended); (3) liability resulting from an action by a Member against the Manager, including a Company derivative suit, and (4) liability of the Manager who, for the benefit of the Company, makes any deposit, acquires any option, or makes any other similar payment or assumes any obligation in connection with any Property proposed to be acquired by the Company and who suffers any financial loss as the result of such action. 6.6.2 Notwithstanding the provisions of Section 6.6.1 above, (a) the indemnification of a Manager will be limited to the assets of the Company, and (b) the Manager will not be indemnified from any liability for fraud, bad faith, willful misconduct, or gross negligence if such liability has been determined by a court of competent jurisdiction. 6.6.3 For purposes of this Section 6.6 only, the reference to "Managers" will also refer to the Managers' managers, members, Members, directors, officers, employees, agents and any Person who controls a Manager.

Indemnification of the Managers. The Managers shall use ordinary care and reasonable diligence in the management of Company business. The Managers shall not be liable for any error of judgment or for any loss suffered by the Company or any Member therein in connection with their management of the Company, except a loss resulting from willful misfeasance, bad faith, or gross negligence on its part in the performance of, or from reckless disregard of its obligations and duties under this Agreement. The Managers shall not be liable to any Member for any mistake or from the negligence, fraud or willful misconduct of any employee or agent of the Company, provided that such employee or agent was selected, engaged or retained by the Manager with reasonable care. The Company shall indemnify and save harmless the Managers from any personal loss or damage incurred by them by reason of any act performed by them for or on behalf of the Company and in furtherance of its interests, in accordance with the provisions of the Act or any amendment to the Act; provided, however, that the Members shall not become liable for the obligations of the Company in excess of their capital contributions to the Company. The Managers may consult with legal counsel selected by the Company, and any action taken or omitted to be taken by them in good faith in reliance and in accordance with the opinion or advice of such counsel shall be full protection and justification to them with respect to the action taken or omitted to be taken on behalf of the Company.

Indemnification of the Managers. (a) The Company, its receiver, or its trustee (in the case of its receiver or trustee, to the extent of Company Property) shall indemnify, save harmless, and pay all judgments and claims against any Manager relating to any liability or damage incurred by reason of any act performed or omitted to be performed by any Manager in connection with the Business, including reasonable attorneys' fees incurred by the Manager in connection with the defense of any action based on any such act or omission, which attorneys' fees may be paid as incurred. (b) In the event of any action by a Member against any Manager, including a Company derivative suit, the Company shall indemnify, save harmless, and pay all expenses of such Manager, including reasonable attorneys' fees incurred in the defense of such action. (c) The Company shall indemnify, save harmless, and pay all expenses, costs, or liabilities of any Manager, if for the benefit of the Company and in accordance with this Agreement said Manager 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 7.7(a)-(c) above, such Sections shall be enforced only to the maximum extent permitted by law and no Manager 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 7.7 are expressly intended to create third party beneficiary rights of each of the Managers and any Member is authorized, on behalf of the Company, to give written confirmation to any Manager of the existence and extent of the Company's obligations to such Manager hereunder. (f) The Company shall have the power to purchase and maintain insurance on behalf of any Manager who is or was an agent of the Company against any liability asserted against such Manager and incurred by such Manager in any such capacity, or arising out of such Manager's status as an agent of the Company.

Indemnification of the Managers. (A) EACH MANAGER AND ITS AGENTS SHALL BE INDEMNIFIED BY THE COMPANY AGAINST ANY LOSSES, JUDGMENTS, LIABILITIES, EXPENSES, INCLUDING ATTORNEYS' FEES AND AMOUNTS PAID IN SETTLEMENT OF ANY CLAIMS SUSTAINED BY THEM ARISING OUT OF ANY ACTION OR INACTION OF THE MEMBER OR ITS AGENTS IN ITS CAPACITY AS A MANAGER OF THE COMPANY (OR, IN THE CASE OF AN AGENT, WITHIN THE SCOPE OF THE MANAGER'S AUTHORITY) TO THE FULLEST EXTENT ALLOWED BY LAW, PROVIDED THAT THE SAME WERE NOT THE RESULT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF THE MANAGER OR AN AGENT AND PROVIDED THAT THE MANAGER OR AN AGENT, IN GOOD FAITH, REASONABLY DETERMINED THAT SUCH COURSE OF CONDUCT WAS IN THE BEST INTEREST OF THE COMPANY; PROVIDED, HOWEVER, THAT SUCH INDEMNIFICATION AND AGREEMENT TO HOLD HARMLESS SHALL BE RECOVERABLE ONLY OUT OF COMPANY ASSETS. SUBJECT TO APPLICABLE LAW, THE COMPANY SHALL ADVANCE EXPENSES INCURRED WITH RESPECT TO MATTERS FOR WHICH A MANAGER MAY BE INDEMNIFIED HEREUNDER. (B) IF AT ANY TIME, THE COMPANY HAS INSUFFICIENT FUNDS TO FURNISH INDEMNIFICATION AS HEREIN PROVIDED, IT SHALL PROVIDE SUCH INDEMNIFICATION IF AND AS IT GENERATES SUFFICIENT FUNDS AND PRIOR TO ANY CASH DISTRIBUTIONS, PURSUANT TO ARTICLE VI OR ARTICLE VII HEREOF, TO THE MEMBERS. SECTION 5.14. ELECTION AND REPLACEMENT OF INVESTOR MANAGER. IN ACCORDANCE WITH THE PROCEDURES OUTLINED IN SECTION 10.1 HEREIN, THE INVESTOR MEMBERS SHALL ELECT AN INVESTOR MANAGER TO SERVE FOR ONE YEAR TERMS OR UNTIL A SUCCESSOR IS DULY ELECTED. AT ANY TIME, IN ACCORDANCE WITH SECTION 10.1, THE INVESTOR MEMBERS MAY REPLACE THE INVESTOR MANAGER AND ELECT A NEW INVESTOR MANAGER. SECTION 5.15. ROLE OF INVESTOR MANAGER. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE INVESTOR MANAGER SHALL TAKE NO ACTION NOR MAKE ANY DECISION ON BEHALF OF THE COMPANY EXCEPT TO THE EXTENT IT IS EXPRESSLY AUTHORIZED TO DO SO UNDER THIS AGREEMENT IN ITS CAPACITY AS INVESTOR MANAGER.