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 that 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 ten percent (10%) or more of the outstanding voting securities of the Member; (c) is an officer, director, shareholder, 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, 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 that which 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 ten 10 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, receiver or trustee shall indemnify, defend, defend and hold harmless the Member and its Affiliates (each, an “"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 that which 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” " 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 ten 10 percent (10%) or more of the outstanding voting securities of the Member; (c) is an officer, director, shareholder, partner, partner 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.