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

Indemnification; Reimbursement of Expenses; Insurance. (a) To the fullest extent permitted by the Act: (1) the Company shall indemnify each Member who is or is threatened to be made a party to any threatened, pending or completed action, suit or proceedings (“Proceeding”), any appeal therein, or any inquiry or investigation preliminary thereto, solely by reason of the fact that it is or was the Administrative Member or a Member and was acting within scope of duties or under the authority of the Members; (2) the Company shall pay or reimburse any Member for expenses incurred by it (A) in advance of the final disposition of a Proceeding to which such Member was, is or is threatened to be made a party, and (B) in connection with his or her appearance as a witness or other participation in any Proceeding. The Company, by adoption of a resolution of the Members (or as otherwise agreed in writing), 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 Members under the preceding sentence. The provisions of this Section 4.9 shall not be exclusive of any other right under any law, provision of the Certificate or this Agreement, or otherwise. Notwithstanding the foregoing, this indemnity shall not apply to actions constituting negligence, 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 Member, officer, employee or agent of the Company, whether or not the Company would have the power to indemnify such Person under this Section 4.9. 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.

Indemnification; Reimbursement of Expenses; Insurance. (a) To the fullest extent permitted by the Act: (1a) the Company shall indemnify each Member and Manager who was, is or is threatened to be made a party to any threatened, pending or completed action, suit or proceedings proceeding (“Proceeding”), any appeal therein, or any inquiry or investigation preliminary thereto, solely by reason of the fact that it he or she is or was the Administrative a Member or a Member Manager and was acting within the scope of its duties or under the authority of the Members; (2b) the Company shall pay or reimburse any a Member or Manager for all losses and expenses incurred by it him or her (A1) in advance of the final disposition of a Proceeding to which such Member or Manager was, is or is threatened to be made a party, and (B2) in connection with his or her appearance as a witness or other participation in any Proceeding. The Company, by adoption of a resolution of the Members (or as otherwise agreed in writing)Members, 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 Members and Managers under the preceding sentence. The provisions of this Section 4.9 4.10 shall not be exclusive of any other right under any law, law or any provision of the Certificate or this Agreement, or otherwise. Notwithstanding the foregoing, this indemnity shall not apply to actions constituting negligence, gross negligence, willful misconduct or bad faith, or involving a breach of this Agreement Agreement, but shall apply to the extent not covered by insurance maintained by the Companyactions constituting simple negligence. The Company may purchase and maintain insurance to protect itself and any Member, Manager, officer, employee or agent of the Company, whether or not the Company would have the power to indemnify such Person under this Section 4.94.10. 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.

Indemnification; Reimbursement of Expenses; Insurance. (a) To the fullest extent permitted by the Act: (1a) the Company shall indemnify each Manager and Member (including any officers, employees and agents) who was, is or is threatened to be made a party to any threatened, pending or completed action, suit or proceedings proceeding (a “Proceeding”), any appeal therein, or any inquiry or investigation preliminary thereto, solely by reason of the fact that it said Person is or was the Administrative Member a Manager or a Member and was acting within scope of its authorized duties or under the authority of the Members; Members and (2b) the Company shall pay or reimburse any a Manager or Member for expenses incurred by it said Person (A1) in advance of the final disposition of a Proceeding to which such Manager or Member was, is or is threatened to be made a party, and (B2) in connection with his or her said Person’s appearance as a witness or other participation in any Proceeding. The Company, by adoption of a resolution of the Members (or as otherwise agreed in writing)Members, may indemnify and advance expenses to an officerOfficer, 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 and Members under the preceding sentence. The provisions of this Section 4.9 4.10 shall not be exclusive of any other right under any law, provision of the Certificate or this Agreement, or otherwise. Notwithstanding the foregoing, this indemnity shall not apply to actions constituting negligence, gross negligence, willful misconduct or bad faith, or involving a breach of this Agreement Agreement, but shall apply to the extent not covered by insurance maintained by the Companyactions constituting simple negligence. The Company may purchase and maintain insurance to protect itself and any Manager or Member, officerOfficer, employee or agent of the Company, whether or not the Company would have the power to indemnify such Person under this Section 4.94.10. This Except to the extent otherwise provided in this Agreement, this indemnification obligation shall be limited to the assets of the Company and no Member shall be required to make a Capital Contribution in respect thereof.

Indemnification; Reimbursement of Expenses; Insurance. (a) To the fullest extent permitted by the Act: (1i) the Company shall indemnify each Member who is or is threatened to be made a party to any threatened, pending or completed action, suit or proceedings (“Proceeding”), any appeal therein, or any inquiry or investigation preliminary thereto, solely by reason of the fact that it is or was the Administrative Member or a Member and was acting within scope of duties or under the authority of the Members; (2ii) the Company shall pay or reimburse any Member for expenses incurred by it (A) in advance of the final disposition of a Proceeding to which such Member was, is or is threatened to be made a party, and (B) in connection with his or her appearance as a witness or other participation in any Proceeding. The Company, by adoption of a resolution of the Members (or as otherwise agreed in writing), 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 Members under the preceding sentence. The provisions of this Section 4.9 shall not be exclusive of any other right under any law, provision of the Certificate or this Agreement, or otherwise. Notwithstanding the foregoing, this indemnity shall not apply to actions constituting negligence, 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 Member, officer, employee or agent of the Company, whether or not the Company would have the power to indemnify such Person under this Section 4.9. 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.

Indemnification; Reimbursement of Expenses; Insurance. (a) To the fullest extent permitted by the Act: (1) the Company shall indemnify each Member who was, is or is threatened to be made a party to any threatened, pending or completed action, suit or proceedings (“Proceeding”), any appeal therein, or any inquiry or investigation preliminary thereto, solely by reason of the fact that it is or was the Administrative Member or a Member and was acting within scope of duties or under the authority of the Members; (2) the Company shall pay or reimburse any Member for expenses incurred by it (A) in advance of the final disposition of a Proceeding to which such Member was, is or is threatened to be made a party, and (B) in connection with his or her appearance as a witness or other participation in any Proceeding. The Company, by adoption of a resolution of the Members (or as otherwise agreed in writing), 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 Members under the preceding sentence. The provisions of this Section 4.9 shall not be exclusive of any other right under any law, provision of the Certificate or this Agreement, or otherwise. Notwithstanding the foregoing, this indemnity shall not apply to actions constituting negligence, 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 Member, officer, employee or agent of the Company, whether or not the Company would have the power to indemnify such Person under this Section 4.9. 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.