Indemnity of Board Members and Officers Clause Samples

Indemnity of Board Members and Officers. (a) The Company agrees to indemnify, pay, protect and hold harmless each Board member and officer from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, all reasonable costs and expenses of defense, appeal and settlement of any and all suits, actions or proceedings instituted against the such person or the Company and all costs of investigation in connection therewith) which may be imposed on, incurred by, or asserted against such person or the Company in any way relating to or arising out of, or alleged to relate to or arise out of, (i) any action or inaction on the part of the Company or on the part of a Board member or officer, acting in a manner believed in good faith to be in the best interests of the Company, (ii) in connection with the formation, operation and/or management of the Company, or the Company’s purchase and operation of Property, and/or (iii) as a result of the Board member or officer agreeing to act as a Board member or officer of the Company or any subsidiary. If any action, suit or proceeding shall be pending or threatened against the Company or a Board member or officer relating to or arising out of, or alleged to relate to or arise out of, any such action or nonaction, a Board member or officer shall have the right to employ, at the expense of the Company, separate counsel of such person’s choice in such action, suit or proceeding and the Company shall advance the reasonable out-of-pocket expenses in connection therewith. The satisfaction of the obligations of the Company under this Section shall be from and limited to the assets of the Company, and no Member shall have any personal liability on account thereof. The foregoing rights of indemnification are in addition to and shall not be a limitation of any rights of indemnification as provided in Sections 86.411 through 86.451 of the Act, as such may be amended from time to time. (b) This Section shall not limit the Company’s power to pay or reimburse expenses incurred by a Board member or officer in connection with such person’s appearance as a witness in a proceeding at a time when the Board member or officer has not been made a named defendant or respondent in the proceeding. (c) The Company may indemnify and advance expenses to an employee or agent of the Company who is not a Board member or officer to the same or ...