Common use of Indemnity of Directors, Officers, Employees Clause in Contracts

Indemnity of Directors, Officers, Employees. Each person who is or was made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director, manager, officer, employee or agent of the Company or any of its subsidiaries or members or is or was serving at the request of the Company or any of its subsidiaries or members, as a director, manager, officer, employee, fiduciary or agent of another Company or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, shall be indemnified and held harmless by the Company to the fullest extent authorized by the General Corporation Law of the State of Delaware (the "Corporation Act"), as the same exists or may hereafter be amended, against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, manager, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in paragraph 3.5.2 with respect to proceedings seeking to enforce rights to indemnification, the Company shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Managers of the Company. The right to indemnification conferred in this Section shall be a contract right. The Company shall pay the expenses (including attorneys' fees) incurred by any person described in the first sentence of this Section in defending any such proceeding in advance of its final disposition; provided, however, that, if the Corporation Act or the Company so requires, the payment of such expenses incurred by such person in advance of the final disposition of a proceeding shall be made only upon delivery to the Company of an undertaking, by or on behalf of such person, to repay all amounts so advanced if it shall ultimately be determined that such person is not entitled to be indemnified under this Section 3.5 or otherwise.

Indemnity of Directors, Officers, Employees. Each person Person who is or was made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "“proceeding"”), by reason of the fact that he or she, or a person Person of whom he or she is the legal representative, is or was a director, manager, officer, employee or agent of the Company or any of its subsidiaries or members or is or was serving at the request of the Company or any of its subsidiaries or members, as a director, manager, officer, employee, fiduciary or agent of another Company or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, shall be indemnified and held harmless by the Company to the fullest extent authorized by the General Corporation Law of the State of Delaware or the Delaware Limited Liability Company Act, as the case may be (the "Corporation Act"“Delaware Acts”), as the same exists or may hereafter be amended, against all expense, liability and loss (including attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person Person in connection therewith and such indemnification shall continue as to a person Person who has ceased to be a director, manager, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in paragraph 3.5.2 with respect to proceedings seeking to enforce rights to indemnification, the Company shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Managers of the Company. The right to indemnification conferred in this Section shall be a contract right. The Company shall pay the expenses (including attorneys' ’ fees) incurred by any person Person described in the first sentence of this Section in defending any such proceeding in advance of its final disposition; provided, however, that, if the Corporation Act Delaware Acts or the Company so requires, the payment of such expenses incurred by such person Person in advance of the final disposition of a proceeding shall be made only upon delivery to the Company of an undertaking, by or on behalf of such personPerson, to repay all amounts so advanced if it shall ultimately be determined that such person Person is not entitled to be indemnified under this Section 3.5 3.4 or otherwise.

Indemnity of Directors, Officers, Employees. Each person Person who is or was made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "“proceeding"”), by reason of the fact that he or she, or a person Person of whom he or she is the legal representative, is or was a director, manager, officer, employee or agent of the Company or any of its subsidiaries or members or is or was serving at the request of the Company or any of its subsidiaries or members, as a director, manager, officer, employee, fiduciary or agent of another Company or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, shall be indemnified and held harmless by the Company to the fullest extent authorized by the General Corporation Law of the State of Delaware or the Delaware Limited Liability Company Act, as the case may be (the "Corporation Act"“Delaware Acts”), as the same exists or may hereafter be amended, against all expense, liability and loss (including attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person Person in connection therewith and such indemnification shall continue as to a person Person who has ceased to be a director, manager, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in paragraph 3.5.2 with respect to proceedings seeking to enforce rights to indemnification, the Company shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Managers of the Company. The right to indemnification conferred in this Section shall be a contract right. right The Company shall pay the expenses (including attorneys' ’ fees) incurred by any person Person described in the first sentence of this Section in defending any such proceeding in advance of its final disposition; provided, however, that, if the Corporation Act Delaware Acts or the Company so requires, the payment of such expenses incurred by such person Person in advance of the final disposition of a proceeding shall be made only upon delivery to the Company of an undertaking, by or on behalf of such personPerson, to repay all amounts so advanced if it shall ultimately be determined that such person Person is not entitled to be indemnified under this Section 3.5 3.4 or otherwise.

Indemnity of Directors, Officers, Employees. Each person who is or was made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "“proceeding"”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director, manager, officer, employee or agent of the Company or any of its subsidiaries or members or is or was serving at the request of the Company or any of its subsidiaries or members, as a director, manager, officer, employee, fiduciary or agent of another Company or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, shall be indemnified and held harmless by the Company to the fullest extent authorized by the General Corporation Law of the State of Delaware (the "Corporation Act"), as the same exists or may hereafter be amended, against all expense, liability and loss (including attorneys' ’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, manager, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in paragraph 3.5.2 with respect to proceedings seeking to enforce rights to indemnification, the Company shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Managers of the CompanyBoard. The right to indemnification conferred in this Section shall be a contract right. The Company shall pay the expenses (including attorneys' ’ fees) incurred by any person described in the first sentence of this Section in defending any such proceeding in advance of its final disposition; provided, however, that, if the Corporation Act or the Company so requires, the payment of such expenses incurred by such person in advance of the final disposition of a proceeding shall be made only upon delivery to the Company of an undertaking, by or on behalf of such person, to repay all amounts so advanced if it shall ultimately be determined that such person is not entitled to be indemnified under this Section 3.5 or otherwise.