INDEMNITY OF THE BOARD OF MANAGERS AND OF OTHERS. To the fullest extent permitted by law, the Managers, or any Person who is or shall have been serving at the request of the Company as a manager, officer, employee or agent of another Entity, shall be indemnified and held harmless by the Company from and against any and all losses, liabilities or claims solely and directly attributable to such status or for acts or failures to act in connection therewith, provided that the scope of this indemnification and agreement to hold harmless shall not extend to losses arising from the gross negligence or intentional misconduct of the indemnitee and any indemnity under this Section 4.4 by the Company shall be provided out of and to the extent of Company assets only, and no Manager shall have personal liability on account thereof. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which a Person seeking indemnification may be entitled under any other agreement, vote of Board of Managers or otherwise. If authorized by the Board of Managers, the Company may purchase and maintain insurance on behalf of any Person (including the Board of Managers) to the full extent permitted by the Act.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (American Home Mortgage Assets LLC), Limited Liability Company Agreement (BNP Paribas Mortgage Securities LLC), Limited Liability Company Agreement (BNP Paribas Mortgage ABS LLC)
INDEMNITY OF THE BOARD OF MANAGERS AND OF OTHERS. To the fullest extent permitted by law, the Managers, or any Person who is or shall have been serving at the request of the Company as a manager, officer, employee or agent of another Entity, shall be indemnified and held harmless by the Company from and against any and all losses, liabilities or claims solely and directly attributable to such status or for acts or failures to act in connection therewith, provided that the scope of this indemnification and agreement to hold harmless shall not extend to losses arising from the gross negligence or intentional misconduct of the indemnitee and any indemnity under this Section 4.4 by the Company shall be provided out of and to the extent of Company assets only, and no Manager shall have personal liability on account thereof. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which a Person seeking indemnification may be entitled under any other agreement, vote of Board of Managers or otherwise. If authorized by the Board of Managers, the Company may purchase and maintain insurance on behalf of any Person (including the Board of Managers) to the full extent permitted by the Act.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Cendant Mortgage Capital LLC)