Common use of Indemnification of the Member Clause in Contracts

Indemnification of the Member. The Company, its receiver or trustee shall indemnify, defend and hold harmless the Member and its affiliates (each, an "ACTOR"), to the extent of the Company's assets, for, from and against any liability, damage, cost, expense, loss, claim or judgment incurred by the Actor arising out of any claim based upon acts performed or omitted to be performed by the Actor in connection with the business of the Company, including without limitation, attorneys' fees and costs incurred by the Actor in settlement or defense of such claims. Notwithstanding the foregoing, no Actor shall be so indemnified, defended or held harmless for claims based upon acts or omissions in breach of this Agreement or which constitute fraud, gross negligence, or willful misconduct. Amounts incurred by an Actor in connection with any action or suit arising out of or in connection with Company affairs shall be reimbursed by the Company. "AFFILIATE" means a person or entity who, with respect to the Member: (a) directly or indirectly controls, is controlled by or is under common control with the Member; (b) owns or controls 10 percent or more of the outstanding voting securities of the Member; (c) is an officer, director, shareholder, partner, trustee or member of the Member; or (d) if the Member is an officer, director, shareholder, partner or member of any entity, the entity for which the Member acts in any such capacity.

Indemnification of the Member. The Company, its receiver receiver, or trustee shall indemnify, defend defend, and hold harmless the Member and its affiliates Affiliates (each, an "ACTOR"“Actor”), to the extent of the Company's ’s assets, for, from from, and against any liability, damage, cost, expense, loss, claim claim, or judgment incurred by the Actor arising out of any claim based upon acts performed or omitted to be performed by the Actor in connection with the business of the Company, including including, without limitation, attorneys' ’ fees and costs incurred by the Actor in settlement or defense of such claims. Notwithstanding the foregoing, no Actor shall be so indemnified, defended defended, or held harmless for claims based upon acts or omissions in breach of this Agreement or which that constitute fraud, gross negligence, or willful misconduct. Amounts incurred by an Actor in connection with any action or suit arising out of of, or in connection with with, Company affairs shall be reimbursed by the Company. "AFFILIATE" “Affiliate” means a person or entity who, with respect to the Member: (a) directly or indirectly controls, is controlled by by, or is under common control with the Member; (b) owns or controls 10 ten percent (10%) or more of the outstanding voting securities of the Member; (c) is an officer, director, shareholder, partner, trustee or member of the Member; or (d) if the Member is an officer, director, shareholder, partner partner, or member of any entity, the entity for which the Member acts in any such capacity.

Indemnification of the Member. The Company, its receiver successors, receivers or trustee trustees shall indemnify, defend and hold harmless the Member and its affiliates Affiliates (each, an "ACTORIndemnitee"), to the extent of the Company's assets, for, from and against any liability, damage, cost, expense, loss, claim or judgment incurred by the Actor Indemnitee arising out of any claim based upon acts performed or omitted to be performed by the Actor Indemnitee in connection with the business of the Company, including without limitation, attorneys' fees and costs incurred by the Actor Indemnitee in settlement or defense of such claims. Notwithstanding the foregoing, no Actor Indemnitee shall be so indemnified, defended or held harmless for claims based upon acts or omissions in breach of this Agreement or which constitute fraud, gross negligence, or willful misconduct. Amounts incurred by an Actor Indemnitee in connection with any action or suit arising out of or in connection with Company affairs shall be reimbursed by the Company. "AFFILIATEAffiliate" means a person or entity who, with respect to the Member: (a) directly or indirectly controls, is controlled by or is under common control with the Member; (b) owns or controls 10 percent or more of the outstanding voting securities of the Member; (c) is an officer, director, shareholder, partner, trustee partner or member of the Member; or (d) if the Member is an officer, director, shareholder, partner or member of any entity, the entity for which the Member acts in any such capacity.

Indemnification of the Member. The Company, its receiver or trustee shall indemnify, defend and hold harmless the Member and its affiliates Affiliates (each, an "ACTORActor"), to the extent of the Company's assets, for, from and against any liability, damage, cost, expense, loss, claim or judgment incurred by the Actor arising out of any claim based upon acts performed or omitted to be performed by the Actor in connection with the business of the Company, including without limitation, attorneys' fees and costs incurred by the Actor in settlement or defense of such claims. Notwithstanding the foregoing, no Actor shall be so indemnified, defended or held harmless for claims based upon acts or omissions in breach of this Agreement or which constitute fraud, gross negligence, or willful misconduct. Amounts incurred by an Actor in connection with any action or suit arising out of or in connection with Company affairs shall be reimbursed by the Company. "AFFILIATEAffiliate" means a person or entity who, with respect to the Member: (a) directly or indirectly controls, is controlled by or is under common control with the Member; (b) owns or controls 10 percent or more of the outstanding voting securities of the Member; (c) is an officer, director, shareholder, partner, trustee partner or member of the Member; or (d) if the Member is an officer, director, shareholder, partner or member of any entity, the entity for which the Member acts in any such capacity.