Indemnity of the Managers, Employees and Other Agents. The Company shall indemnify the Managers and make advances for expenses to the maximum extent permitted under Section 10-32-99 of the North Dakota Act. The Company shall indemnify its employees and other agents who are not Managers to the fullest extent permitted by law, provided that such indemnification in any given situation is approved by Members owning a Voting Majority Interest.
Indemnity of the Managers, Employees and Other Agents. To the fullest extent permitted by the Georgia Act, the Company shall indemnify the Managers and its officers, if any, from and against all costs of defense (including reasonable fees), judgments, fines, and amounts paid in settlement suffered by a Manager because a Manager was made a party to an action because the Manager is or was a Manager or an Officer of the Company or an officer, director, partner, or manager of another Person at the request of the Company, and make advances for expenses to such Managers and officers with respect to such matters to the maximum extent permitted under applicable law.
Indemnity of the Managers, Employees and Other Agents. To the fullest extent permitted under Georgia Act Section 14-10-000, xxe Company shall indemnify the Managers, their employees and agents and make advances for expenses to the Managers with respect to such matters to the maximum extent permitted under applicable law. The Company shall indemnify its employees and other agents who are not a Manager to the fullest extent permitted by law.
Indemnity of the Managers, Employees and Other Agents. (a) To the fullest extent permitted by law, if the Manager(s) associated with a Series approve, a Manager associated with such Series, any officers, directors, shareholders, partners, members, employees, representatives or agents of such Manager, or their respective affiliates, or any employee or agent of such Series (each, a “Covered Person”) shall be entitled to indemnification from such Series for any loss, damage or claim incurred by such Covered Person for any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company or such Series and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement and any Separate Series Agreement, except thatno Covered Person shall be entitled to be indemnified regarding any loss, damage or claim incurred by such Covered Person from fraud, deceit, gross negligence, willful misconduct or a wrongful taking regarding such acts or omissions; provided, however, that any indemnity under this Section 5.06 shall be provided out of and for the assets of the such Series only, and no Covered Person or any other Series shall have any personal liability on account thereof.
(b) To the fullest extent permitted by law, if the Manager(s) associated with a Series approve, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by such Series prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by such Series of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person may not be indemnified as authorized in this Section 5.06.
(c) A Series may purchase and maintain insurance, to the extent and in such amounts as the Managers associated with such Series shall deem reasonable, on behalf of Covered Persons and such other Persons as the Managers associated with such Series shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of such Series or such indemnities, regardless of whether such Series would have the power to indemnify such Person against such liability under this Agreement. A Series may enter into indemnity contracts with Covered Persons and such other Persons as the Managers associated with such Series shall determine and adopt wr...
Indemnity of the Managers, Employees and Other Agents. The Company shall indemnify the Managers and make advances for expenses to the maximum extent permitted under the Act. The Company shall indemnify its employees and other agents who are not managers to the fullest extent permitted by law, provided that such indemnification in any given situation is approved by a majority in interest of the Members.
Indemnity of the Managers, Employees and Other Agents. Provided that Members owning a Majority Interest approve the Company shall to the maximum extent permitted under Section 15-10 of the Act, indemnify and make advances for expenses to Managers, its employees and other agents.
Indemnity of the Managers, Employees and Other Agents. Subject to Section 5.6, the Company shall indemnify the Managers and make advances for expenses to the maximum extent permitted under the Act. Notwithstanding any other provision of this Operating Agreement, no Manager shall be liable to any Member or Assignee or the Company with respect to any act performed or neglected to be performed in good faith in compliance with such Manager's duty of loyalty to the Company or its Members and in a manner which such Manager believed to be necessary or appropriate in connection with the ordinary and proper conduct of the Company's business or the preservation of its property, and consistent with the provisions of this Agreement and applicable law. The Company shall indemnify the Managers for and hold them harmless from any liability, whether civil or criminal, and any loss, damage, or expense, including reasonable attorneys' fees, incurred in connection with the ordinary and proper conduct of the Company's business and the preservation of its business and property, or by reason of the fact that such person is or was a Manager; provided the Manager to be indemnified acted in good faith and in a manner such Manager believed to be consistent with the provisions of this Agreement; and provided further that with respect to any criminal action or proceeding, the Manager to be indemnified had no reasonable cause to believe the conduct was unlawful. 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 indemnification is not available hereunder. The obligation of the Company to indemnify any Manager hereunder shall be satisfied out of Company assets only, and if the assets of the Company are insufficient to satisfy its obligation to indemnify any Manager, such Manager shall not be entitled to contribution from any Member.
Indemnity of the Managers, Employees and Other Agents. Except as otherwise required by law or the provisions of this Operating Agreement, the Company shall, to the maximum extent permitted under the Act, indemnify each Covered Person against any losses, liabilities, damages or expenses (including amounts paid for attorneys’ fees, judgments and settlements in connection with any threatened, pending or completed action, suit or proceeding) to which any of such Covered Persons may directly or indirectly become subject for any action taken or omitted to be taken on behalf of the Company or in connection with any involvement with the Company (including serving as a manager, officer, director, consultant or employee of a company in which a Fund is invested), but only to the extent that such Covered Person (a) acted in good faith, (b) acted in a manner reasonably believed to be authorized or conferred upon such Covered Person, (c) acted in a manner reasonably believed to be in the best interests of the Company, and (d) was neither grossly negligent nor engaged in fraud or willful misconduct. In the sole discretion of the Managers, the Company may pay the expenses incurred by any such Covered Person indemnifiable hereunder in connection with any proceeding in advance of its final disposition, so long as the Company receives an undertaking by such Covered Person to repay the full amount advanced if there is a final determination (i) that such Covered Person did not satisfy the standards set forth in any of clauses (a), (b), (c) and (d) above or (ii) that such Covered Person is not entitled to indemnification as provided herein for any other reason.
Indemnity of the Managers, Employees and Other Agents. To the maximum extent permitted under Section 00-00-000 of the Mississippi Act, the Company shall indemnify the Managers and make advances for expenses. The Company may indemnify its employees and other agents who are not Managers to the fullest extent permitted by law, provided that the indemnification in any given situation is approved by Majority Vote of the Members.
Indemnity of the Managers, Employees and Other Agents. The LLC shall to the maximum extent permitted under law, indemnify and make advances for expenses to the Managers, its officers, employees and other agents.
