Indemnity of the Manager. The Manager (including its members, officers, employees, and agents) is specifically excluded from personal liability for any acts related to the Company, whether they relate to internal disputes with Members, external disputes with third parties or regulatory agencies, etc., except for cases where a finding is made by a court of law or arbitrator that the Manager engaged in: · Intentional misconduct including, but not limited to, a knowing violation of the law; or · For liabilities arising under violation of the Securities Act of 1933, any regulations promulgated thereto, or any state securities laws (as such indemnification is against public policy per the SEC). Except for these exclusions, the Company shall indemnify and hold harmless the Manager from and against any and all loss, cost, liability, expense, damage or judgment of whatsoever nature to or from any Person or entity, including payment for the Manager’s defense (including reasonable attorney’s fees and costs) arising from or in any way connected with the conduct of the business of the Company. See also Article 13.3.4 regarding attorneys’ fees and costs related to internal disputes. Further, each Member shall indemnify and hold harmless the Manager, its officers, shareholders, directors, employees and agents from and against any and all loss, cost, liability, expense, damage or judgment of whatsoever nature to or from any Person or entity, including reasonable Attorney’s fees, arising from or in any way connected with any liability arising from that Member’s misrepresentation(s) that it met the Suitability Standards established by the Manager for Membership in the Company prior to its admission as a Member.
Indemnity of the Manager. To the greatest extent permitted by law, the Fund shall indemnify and hold harmless the Manager and each owner, director, officer, employee, and agent of the Manager (herein the “Indemnified Parties”) against and from any personal loss, expense, damage, or injury suffered or sustained by the Manager by reason of any acts, omission, or alleged acts or omissions arising out of its activities on behalf of the Fund or in furtherance of the interests of the Fund, including but not limited to any judgment, award, settlement, reasonable attorney fees, and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding, or claim and including any payments made by the Manager to any of the Indemnified Parties if the acts, omissions, or alleged acts or omissions upon which the actual or threatened action, proceeding, or claim is based were for a purpose reasonably believed to be in the best interests of the Fund, and were not performed or omitted fraudulently or in bad faith by the Indemnified Parties and were not in violation of the Manager’s fiduciary obligations to the Fund. Any indemnification shall only be from the assets of the Fund. Notwithstanding the foregoing, neither the Manager nor any owner, director, officer, employee, or agent of the Manager shall be indemnified for any loss or damage incurred by them in connection with any judgment entered in or settlement of any lawsuit involving allegations that federal or state securities laws were violated by the Manager or by any such person in connection with the offer or sale of Units unless:
(a) where the lawsuit is not settled, the person seeking indemnification successfully defends that lawsuit; and (b) indemnification is specifically approved by a court of law.
Indemnity of the Manager. The Manager (including its members, officers, employees, and agents) are specifically excluded from personal liability for any acts related to the Company, whether they relate to internal disputes with Members, external disputes with third parties or regulatory agencies, etc., except for cases where a finding is made by a court of law or arbitrator that the Manager engaged in: * Intentional misconduct including, but not limited to, a knowing violation of the law; or * For liabilities arising under violation of the Securities Act of 1933, any regulations promulgated thereto, or any state securities laws (as such indemnification is against public policy per the SEC).
Indemnity of the Manager. (a) Subject to the limitations and conditions provided in this Section 5.05, each Person (an “Indemnified Person”) who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, with respect to the Company (any, a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that it was a Manager or officer of the Company or is or was an Affiliate of or is or was serving as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of the Manager, shall be indemnified by the Company against judgments, penalties (including excise and similar taxes), punitive damages, fines, settlements and reasonable costs and expenses (including, without limitation, attorneys’ fees) actually incurred by such Indemnified Person in connection with such Proceeding. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnified Person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal action or proceeding, that the Indemnified Person had reasonable cause to believe that his conduct was unlawful. A Person shall not be indemnified by the Company unless such Person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interest of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
(b) Indemnification under this Section 5.05 shall continue as to an Indemnified Person who has ceased to serve in the capacity which initially entitled such Indemnified Person to indemnity hereunder. The rights granted pursuant to this Section 5.05 shall be deemed contract rights, and no amendment, modification or repeal of this Section 5.05 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any such amendment, modification or repeal.
(c) The right to indemnification conferred by this Section 5.05 shall include the right to an advancement of expenses or reimbursement by the Co...
Indemnity of the Manager. (a) To the greatest extent permitted by law, the Fund shall indemnify and hold harmless the Manager and each owner, director, officer, employee, and agent of the Manager (herein the “Indemnified Parties”) against and from any personal loss, expense, damage, or injury suffered or sustained by the Indemnified Parties by reason of any acts, omission, or alleged acts or omissions (collectively, “Losses”) arising out of its activities on behalf of the Fund or in furtherance of the interests of the Fund, including but not limited to any judgment, award, settlement, reasonable attorney fees, and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding, or claim and including any payments made by the Manager to any of the Indemnified Parties if the acts, omissions, or alleged acts or omissions upon which the actual or threatened action, proceeding, or claim is based were for a purpose reasonably believed to be in the best interests of the Fund, and were not primarily attributable to acts or omissions constituting fraud or bad faith by the Indemnified Parties.
Indemnity of the Manager. Each Joint Venture Party to the extent of its Percentage Interest undertakes to indemnify the Manager and its directors, officers, employees and agents against and to compensate them for any and all Loss incurred in the performance of any of the Manager's activities under this Agreement and not covered by insurance, provided that such activities are authorised by the provisions of this Agreement and the Manager's performance is in accordance with clause 12.1.
Indemnity of the Manager. To the maximum extent permitted under Section 18-108 of the Delaware Act, the Company shall indemnify and hold harmless the Manager and delegates of the Manager.
Indemnity of the Manager. Employees and Other Agents. ----------------------------------------------------
(a) The Company shall indemnify each Manager and make advances for expenses to the maximum extent permitted under the Act, except to the extent the claim for which indemnification is sought results from an act or omission for which the Manager may be held liable to the Company or a Member under Section 5.5(b). The Company shall indemnify its employees and other agents who are not a Manager to the fullest extent permitted by law, provided that such indemnification in any given situation is approved by a Majority Interest.
(b) Expenses (including legal fees and expenses) incurred by a Manager in defending any claim, demand, action, suit or proceeding subject to subsection (a) above shall be paid by the Company in advance of the final disposition of such claim, demand, action, suit or proceeding upon receipt of an undertaking (which need not be secured) by or on behalf of the Manager to repay such amount if it shall ultimately be finally determined by a court of competent jurisdiction and not subject to appeal, that the Manager is not entitled to be indemnified by the Company as authorized hereunder.
Indemnity of the Manager. Manager shall be indemnified by Venture for acts or omissions in its capacity as Manager of the Venture to the fullest extent permitted by Florida law.
Indemnity of the Manager. The Manager shall be indemnified by the Company to the fullest extent allowed pursuant to § 7-80-410(1) of the Act. The indemnification set forth in this paragraph shall in no event cause the Members to incur any liability beyond their total Capital Contributions plus their share of any undistributed profits of the Company, nor shall it result in any liability of the Members to any third party. The Manager may cause the Company to indemnify and advance expenses to an employee or agent as provided in § 7-80-410(2)(a) and (2)(b) of the Act and purchase insurance as provided in § 7-80-410(3) of the Act.
