Common use of Indemnification; Reimbursement of Expenses; Insurance Clause in Contracts

Indemnification; Reimbursement of Expenses; Insurance. To the fullest extent permitted by the Act: (a) the Company shall indemnify each Manager who was, is, or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding ("Proceeding"), any appeal therein, or any inquiry or investigation preliminary thereto, by reason of the fact that he or she is or was a Manager; (b) the Company shall pay or reimburse a Manager for expenses incurred by him or her (i) in advance of the final disposition of a Proceeding to which such Manager was, is, or is threatened to be made a party, and (ii) in connection with his or her appearance as a witness or other participation in any Proceeding. The Company shall indemnify and advance expenses to an Officer of the Company to the extent required to do so by the Act or other applicable law. The Company, by adoption of a resolution of the Managers, may indemnify and advance expenses to an Officer, employee, or agent of the Company to the same extent and subject to the same conditions under which it may indemnify and advance expenses to Managers. The provisions of this Section 5.12 shall not be exclusive of any other right under any law, agreement, the provision of the Certificate or this Agreement, or otherwise. The Company may purchase and maintain insurance to protect itself and any Manager, Officer, employee, or agent of the Company, whether or not the Company would have the power to indemnify such Person under this Section 5.12.

Indemnification; Reimbursement of Expenses; Insurance. To the fullest extent permitted by the Act: (a) the Company shall indemnify each Manager Member or officer who was, is, or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding ("Proceeding"), any appeal therein, or any inquiry or investigation preliminary thereto, by reason of the fact that he or she it is or was a ManagerMember; (b) the Company shall pay or reimburse a Manager Member or officer for expenses incurred by him or her it (i) in advance of the final disposition of a Proceeding to which such Manager Member was, is, or is threatened to be made a party, and (ii) in connection with his or her its appearance as a witness or other participation in any Proceeding. The Company shall indemnify and advance expenses to an Officer of the Company to the extent required to do so by the Act or other applicable lawLaw. The Company, by adoption of a resolution of the Managersa Majority Interest, may indemnify and advance expenses to an Officer, employee, or agent of the Company to the same extent and subject to the same conditions under which it may indemnify and advance expenses to ManagersMembers or officers under the preceding sentence. The provisions of this Section 5.12 5.10 shall not be exclusive of any other right under any law, agreement, the provision of the Certificate Articles or this AgreementOperating Agreement , agreement, or otherwise. The Company may purchase and maintain insurance to protect itself and any Manager.Member, Officer, employee, or agent of the Company, whether or not the Company would have the power to indemnify such Person under this Section 5.12.5.10. ARTICLE SIX

Indemnification; Reimbursement of Expenses; Insurance. To the fullest extent permitted by the Act: (a) the Company shall indemnify each Manager Director who was, is, is or is threatened to be made a party to any threatened, pending, pending or completed action, suit, suit or proceeding (together "Proceeding"), any appeal therein, or any inquiry or investigation preliminary thereto, by reason of the fact that he or she is or was a ManagerDirector; (b) the Company shall pay or reimburse a Manager Director promptly for expenses incurred by him or her (i) in advance of the final disposition of a Proceeding to which such Manager Director was, is, is or is threatened to be made a party, and (ii) in connection with his or her appearance as a witness or other participation in any Proceeding. The Company shall indemnify and advance expenses to an Officer of the Company to the extent required to do so by the Act or other applicable law. The Company, by adoption of a resolution of the ManagersBoard, may indemnify and advance expenses to an Officer, employee, employee or agent of the Company to the same extent and subject to the same conditions under which it may indemnify and advance expenses to ManagersDirectors under the preceding sentence. The provisions of this Section 5.12 6.12 shall not be exclusive of any other right under any law, agreement, the provision of the Delaware Certificate or this Agreement, agreement or otherwise. The Company may purchase and maintain insurance to protect itself and any ManagerDirector, Officer, employee, employee or agent of the Company, whether or not the Company would have the power to indemnify such Person under this Section 5.126.12.

Indemnification; Reimbursement of Expenses; Insurance. To the fullest extent permitted by the Act: (a1) the Company shall indemnify each Manager Member and each Members Officers and Managers who was, is, is or is threatened to be made a party to any threatened, pending, pending or completed action, suit, suit or proceeding proceedings ("“Proceeding"”), any appeal therein, or any inquiry or investigation preliminary thereto, solely by reason of the fact that he or she it is or was the a ManagerMember and was acting within scope of duties or under the authority of the Members; (b2) the Company shall pay or reimburse a Manager any Member for expenses incurred by him or her it (iA) in advance of the final disposition of a Proceeding to which such Manager Member was, is, is or is threatened to be made a party, and (iiB) in connection with his or her appearance as a witness or other participation in any Proceeding. The Company shall indemnify and advance expenses to an Officer of the Company to the extent required to do so by the Act or other applicable law. The Company, by adoption of a resolution of the ManagersDividend Member and Development Manager (or as otherwise agreed in writing), may indemnify and advance expenses to an Officerofficer, employee, employee or agent of the Company to the same extent and subject to the same conditions under which it may indemnify and advance expenses to ManagersMembers under the preceding sentence. The provisions of this Section 5.12 4.10 shall not be exclusive of any other right under any law, agreement, the provision of the Certificate or this Agreement, or otherwise. Notwithstanding the foregoing, this indemnity shall not apply to actions constituting gross negligence, willful misconduct or bad faith, or involving a breach of this Agreement to the extent not covered by insurance maintained by the Company. The Company may purchase and maintain insurance to protect itself and any ManagerMember, Officerofficer, employee, employee or agent of the Company, whether or not the Company would have the power to indemnify such Person under this Section 5.126.3. This indemnification obligation shall be limited to the assets of Company and no Member shall be required to make a Capital Contribution in respect thereof.