Indemnity of the Manager, Employees and Other Agents Sample Clauses

Indemnity of the Manager, Employees and Other Agents. The Company shall, to the maximum extent provided by law, indemnify, defend, and hold harmless the Manager, to the extent of the Company’s assets, for, from, and against any liability, damage, cost, expense, loss, claim, or judgment incurred by the Manager arising out of any claim based upon acts performed or omitted to be performed by the Company, its Members, the Manager or any of its or their employees or agents in connection with the business of the Company acting in capacity as the Manager, including without limitation, attorneys’ fees and costs incurred by the Manager in settlement or defense of such claims. The Manager shall determine, in its sole discretion, whether and to what extent the Company will indemnify any employees or other agents of the Company. Notwithstanding the foregoing, no Manager, or employee or agent of the Company (each, an “Actor”) shall be so indemnified, defended, or held harmless for claims based upon acts or omissions in the breach of this Agreement or which constitute fraud, willful misconduct, or breach of a fiduciary duty to the Company or to the Members. Amounts incurred by an Actor in connection with any action or suit arising out of or in connection with Company affairs shall be reimbursed by the Company if such action or suit does arise in a matter for which indemnification is available under this Section 8.08 (provided that the Company shall in all events advance expenses of defense but only if the Actor undertakes in writing to repay the advanced funds to the Company if the Actor is finally determined by a court of competent jurisdiction to not be entitled to indemnification pursuant to the provisions of this Section 8.08).
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Indemnity of the Manager, Employees and Other Agents. To the fullest extent permitted under the Act, the Company shall indemnify the Manager and make advances for expenses to the Manager with respect to such matters to the maximum extent permitted under applicable law. The Company shall indemnify its officers, employees and other agents to the fullest extent permitted by law, provided that such indemnification in any given situation is approved by the Manager.
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Indemnity of the Manager, Employees and Other Agents. (a) To the fullest extent permitted by applicable law, the Company shall indemnify the Manager and each Member and make advances for expenses to the Manager and each Member arising from any loss, cost, expense, damage, claim or demand, in connection with the Company, the Manager’s or Member’s status as a Manager or Member of the Company, the Manager’s or Member’s participation in the management, business and affairs of the Company or such Manager’s or Member’s activities on behalf of the Company. To the fullest extent permitted by applicable law, the Company shall also indemnify its employees and other agents who are not Managers or Members arising from any loss, cost, expense, damage, claim or demand in connection with the Company, any such Person’s participation in the business and affairs of the Company or such Person’s activities on behalf of the Company. A Person entitled to indemnification and advancement of expenses under this Section 5.06, an “Indemnitee”.
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Indemnity of the Manager, Employees and Other Agents. (a) The Company shall indemnify the Manager and its Affiliates for any loss in connection with its activities (other than solely in its capacity as an Equity Owner, if applicable) in connection with the establishment, management or operations of the Company and advances made 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 or the Affiliates of such Manager is held liable to the Company or to a Member under Section 5.5(b). The Company may indemnify its employees and other agents (other than the Manager) to the fullest extent permitted by law; provided that such indemnification in any given situation is Approved by all of the Members.
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Indemnity of the Manager, Employees and Other Agents. To the fullest extent permitted under the Delaware Act, the Company shall indemnify the Manager and/or any person indemnified under the Management Agreement (the “Other Indemnitee”) and make advances for expenses to the Manager or the Other Indemnitee with respect to the Manager or Other Indemnitee’s duties (including fiduciary duties to the extent any such duties exist) and liabilities arising out of its capacity as the Manager or the Other Indemnitee. Such indemnification shall include, without limitation, indemnification of the Manager or the Other Indemnitee in the event the Manager or the Other Indemnitee incurs expenses or monetary penalties in connection with an examination of the Company by the IRS or other regulatory body or as the result of any monetary policies of the IRS or any other regulatory body. The Company shall also indemnify its employees and other agents other than the Manager (if any) to the fullest extent permitted by law with respect to their duties and liabilities arising out of or connected with their capacities as employees of the Company. It shall be a requirement of any indemnification set forth in this Section 5.6 that the person seeking such indemnification (a “Covered Person”) (i) acted in good faith and in a manner believed by such Covered Person to be in, or not opposed to, the best interests of the Company and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful, and (ii) such Covered Person’s conduct did not constitute fraud or gross negligence by such Covered Person, in either case as determined by a final, nonappealable order of a court of competent jurisdiction. In connection with the foregoing, 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 Covered Person did not act in good faith or, with respect to any criminal proceeding, had reasonable cause to believe that such Covered Person’s conduct was unlawful, or that the Covered Person’s conduct constituted fraud or gross negligence.
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Indemnity of the Manager, Employees and Other Agents. To the fullest extent permitted under Section 10-00-000 of the Georgia Act, the Company shall indemnify each Manager and Member and make advances for expenses to each Manager and Member arising from any loss, cost, expense, damage, claim or demand, in connection with the Company, the Manager's or Member's status as a Manager or Member of the Company, the Manager's or Member's participation in the management, business and affairs of the Company or such Manager's or Member's activities on behalf of the Company. To the fullest extent permitted by Section 10-00-000 of the Georgia Act, the Company shall also indemnify its employees and other agents who are not Managers or Members arising from any loss, cost, expense, damage, claim or demand in connection with the Company, any such Person's participation in the business and affairs of the Company or such Person's activities on behalf of the Company.
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Indemnity of the Manager, Employees and Other Agents. (a) The Company shall indemnify the Manager against any loss or liability incurred by the Manager, in connection with any claim, demand, action, suit or proceeding brought or made against the Manager by reason of the fact that the Manager is or was the Manager, and make advances for expenses incurred by the Manager in connection therewith 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 4.3(b) of this Agreement. The Company shall indemnify its employees and other agents who are not Managers who are parties or are threatened to be made parties to actions, suits or proceedings by reason of the fact that such Persons provided services to the Company, to the fullest extent permitted by law, provided that such indemnification in any given situation is approved by Members owning a Majority Interest.
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Related to Indemnity of the Manager, Employees and Other Agents

  • Executive and Other Committees The Trustees by vote of a majority of all the Trustees may elect from their own number an Executive Committee to consist of not less than two members to hold office at the pleasure of the Trustees, which shall have the power to conduct the current and ordinary business of the Trust while the Trustees are not in session, including the purchase and sale of securities and the designation of securities to be delivered upon redemption of Shares of the Trust or a Series thereof, and such other powers of the Trustees as the Trustees may delegate to them, from time to time, except those powers which by law, the Declaration of Trust or these By-Laws they are prohibited from delegating. The Trustees may also elect from their own number other Committees from time to time; the number composing such Committees, the powers conferred upon the same (subject to the same limitations as with respect to the Executive Committee) and the term of membership on such Committees to be determined by the Trustees. The Trustees may designate a Chairman of any such Committee. In the absence of such designation the Committee may elect its own Chairman.

  • Limitations on Liability of the Master Servicer and Others Subject to the obligation of the Master Servicer to indemnify the Indemnified Persons pursuant to Section 7.03:

  • Brokers and Other Advisors No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Parent or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by Parent.

  • Labor and Other Employment Matters Section 3.11.1 Each of the Company and each Company Subsidiary is in compliance in all material respects with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and wages and hours. None of the Company or any Company Subsidiary is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). None of the Company or any Company Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiary, and no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiary. There is no labor dispute, strike, slowdown or work stoppage against the Company or any Company Subsidiary pending or, to the Company’s knowledge, threatened that would reasonably be expected to have a Company Material Adverse Effect. No labor union or similar organization has otherwise been certified to represent any persons employed by the Company or any Company Subsidiary or to the Company’s knowledge has applied to represent such employees or is attempting to organize so as to represent such employees. There is no charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or any comparable state or foreign agency pending or, to the Company’s knowledge, threatened, except where such charge or complaint would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Company or any Company Subsidiary is materially delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it. To the Company’s knowledge, there are no material controversies pending or threatened, between the Company or any Company Subsidiary and any of their current or former employees, which controversies have or could reasonably be expected to result in action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company’s knowledge, no employee of the Company or any Company Subsidiary is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or such Company Subsidiary because of the nature of the business conducted or presently proposed by the Company to be conducted by it or to the use of trade secrets or proprietary information of others. To the Company’s knowledge, no executive officer or key employee of the Company or any Company Subsidiary has given notice that such executive officer or key employee intends to terminate his or her employment with the Company or such Company Subsidiary.

  • Regulatory and Other Matters (a) The parties shall, and shall cause their respective Subsidiaries to, cooperate with each other and use their respective commercially reasonable efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings with any Third Party or Governmental Entity and to take any further actions reasonably requested by the other party to obtain as promptly as practicable the Required Approvals and other consents required to be obtained in connection with the Merger and the other transactions contemplated by this Agreement. MCC and SIC shall have the right to review in advance, and, to the extent practicable, each will consult with the other on, in each case subject to Applicable Laws relating to the confidentiality of information, all information relating to MCC or SIC, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any Third Party or any Governmental Entity in connection with obtaining the Required Approvals. In exercising the foregoing right, each of the parties shall act reasonably and as promptly as reasonably practicable. The parties shall consult with each other with respect to the obtaining of the Required Approvals and each party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. 45

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