Common use of Indemnification of the Managers Clause in Contracts

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. (a) The Unless otherwise provided in Section 14(d) hereof, the Company, its receiver, or its trustee (in the case of its receiver or trustee, to the extent of Company Propertyproperty) 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 ManagerManager in connection with the Company’s 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) Unless otherwise provided in Section 7.11(d14(d) followinghereof, 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(d14(d) followinghereof, 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 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(a14(a), 7.11(b14(b) and 7.11(c14(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 negligence, or a knowing violation of the law law, which was material to the cause of action. (e) The obligations of the Company set forth in this Section 7.11 14 are expressly intended to create third 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. (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 's obligations to such Manager hereunder.

Indemnification of the Managers. (a) The Unless otherwise provided in Section 14(d) hereof, the Company, its receiver, or its trustee (in the case of its receiver or trustee, to the extent of Company Propertyproperty) 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 ManagerManager in connection with the Company's 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) Unless otherwise provided in Section 7.11(d14(d) followinghereof, 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(d14(d) followinghereof, 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 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(a14(a), 7.11(b14(b) and 7.11(c14(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 negligence, or a knowing violation of the law law, which was material to the cause of action. (e) The obligations of the Company set forth in this Section 7.11 14 are expressly intended to create third 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 's obligations to such Manager hereunder.