Indemnity Other Business Sample Clauses

Indemnity Other Business. (a) The Manager and each Member shall be entitled to indemnity from the LLC for any liability incurred and/or for any act performed by such Manager or Member on behalf of the LLC, and/or for any act omitted to be performed on behalf of the LLC, except for such Manager’s or such Member’s gross negligence or willful misconduct, which indemnification shall include all reasonable expenses incurred, including reasonable legal and other professional fees and expenses. (b) Except as limited by law or by the provisions of this Agreement, reasonable expenses incurred by a Manager or a Member under Section 12(a) may be paid by the LLC to such Manager or Member in advance of the final disposition of the proceeding giving rise to such reasonable expenses. The LLC may require that such Manager or Member execute a written undertaking to repay the amount of any advance if such Manager or Member is subsequently determined to be ineligible for indemnification under Section 12(a). No advance payment of expenses shall be made if it is determined on the basis of facts known at the time (without further investigation) that such Manager or Member is ineligible for indemnification. (c) Except to the extent limited by any agreement between a Member and the LLC and subject to the last sentence of this clause (c), the Members and any affiliates of any of them may engage in and possess interests in other business ventures and investment opportunities of every kind and description, independently or with others, including serving as managers and general partners of other limited liability companies and partnerships with purposes similar to those of the LLC. Neither the LLC nor any other Member or Manager shall have any rights in or to such ventures or opportunities or the income or profits therefrom. For the 24-month period commencing with , the Manager shall devote substantially all of his business time and efforts to the LLC, unless it is sooner terminated or dissolved.
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Indemnity Other Business. (a) Subject to paragraph (c) below, the L.L.C. shall indemnify, defend and hold harmless any natural person, corporation, limited liability company, general partnership, limited liability partnership, venture, trust, business trust, estate or other entity (a "Person") who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or on behalf of a Member), by reason of the fact that he is or was a member, manager, employee or officer of the L.L.C., or is or was an officer of the L.L.C. serving at the request of the L.L.C. as a manger, director, officer, employee or agent of another entity against expenses (including reasonable attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the L.L.C., and, with respect to any criminal action or proceeding, had no reasonable cause to believe his 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 the 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 L.L.C., and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. (b) Subject to paragraph (c) below, the L.L.C. shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action. suit or proceeding by or on behalf of a Member to procure a judgment in its favor by reason of the fact that he is or was a member. manager. employee or officer of the L.L.C.. or is or was an officer of the L.L.C. serving at the request of the L.L.C. as a manager. director, officer, employee or agent of another entity against expenses (including reasonable attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the L.L.C.; except that no indemnification shall be made in respect of any claim, iss...
Sample 1
Indemnity Other Business. (a) Each Member, and the officers, directors and shareholders of any Member which is a corporation, shall be entitled to indemnity from the LLC for any liability incurred and/or for any act performed by them within the scope of the authority conferred on them by this Agreement, and/or for any act omitted to be performed, except for their gross negligence or willful misconduct, which indemnification shall include all reasonable expenses incurred, including reasonable legal and other professional fees and expenses. (b) The Members, Managers and any Affiliates of any of them may engage in and possess interests in other business ventures and investment opportunities of every kind and description, independently or with others, including serving as managers and general partners of other limited liability companies and partnerships with purposes similar to those of the LLC. Neither the LLC nor any other Member or Manager shall have any rights in or to such ventures or opportunities or the income or profits therefrom.
Sample 1
Indemnity Other Business. (a) Each Member, the Manager and any other entities or individuals authorized to act on behalf of the LLC, shall be entitled to indemnity from the LLC for any liability incurred and/or for any act performed within the scope of the authority conferred to them by this Agreement, and/or for any act omitted to be performed, except for gross negligence or willful misconduct, which indemnification shall include all reasonable expenses incurred, including reasonable legal and other professional fees and expenses that are to be paid within forty-five 45 days receipt by the LLC of any invoice for such expenses. (b) Subject to the provisions of the Purchase Agreement, the Members, the Manager, and any affiliates of any of them may engage in and possess interests in other business ventures and investment opportunities of every kind and description, independently or with others, including serving as manager, member and general partner of other limited liability companies and partnerships with purposes similar to those of the LLC. Neither the LLC nor any other Member or the Manager shall have any rights in or to such ventures or opportunities or the income or profits therefrom.
Sample 1
Indemnity Other Business. (a) No Manager nor any Member shall be liable, responsible or accountable, in damages or otherwise, to any other Member or Manager or to the Company for any act performed by a (i) Manager within the scope of the authority conferred on a Manager by this Agreement, or (ii) Member with respect to Company matters, except with respect to any matter as to which such Manager or such Member shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interest of the Company. (b) The Company shall indemnify each Manager and each Member for any act performed by a (i) Manager within the scope of the authority conferred on a Manager by this Agreement, or (ii) Member with respect to Company matters, except with respect to any matter as to which such Manager or such Member shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interest of the Company. (c) Any Manager or any Member and any affiliates of any of them may engage in and possess interests in other business ventures and investment opportunities of every kind and description, independently or with others, including serving as managers and general partners of other limited liability companies and partnerships with purposes similar to those of the Company. Neither the Company, nor any other Member or Manager shall have any rights in or to such ventures or opportunities or the income or profits therefrom.
Sample 1
Indemnity Other Business 
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Related to Indemnity Other Business

  • Other Business The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

  • No Other Business The Issuer shall not engage in any business other than financing, purchasing, owning and selling and managing the Mortgage Loans and the issuance of the Notes and Certificates in the manner contemplated by this Indenture and the Basic Documents and all activities incidental thereto.

  • Other Business Activities During the Term, Employee will not, without the prior written consent of the Company, directly or indirectly engage in any other business activities or pursuits whatsoever, except activities in connection with any charitable or civic activities, personal investments and serving as an executor, trustee or in other similar fiduciary capacity; provided, however, that such activities do not interfere with his performance of his responsibilities and obligations pursuant to this Agreement.

  • Other Businesses Each Member and Manager may engage in any business whatsoever, including a business that is competitive with the business of the Company, and the other Members shall have no interest in such businesses and no claims on account of such businesses, whether such claims arise under the doctrine of “corporate opportunity,” an alleged fiduciary obligation owed to the Company or its members, or otherwise. Without limiting the preceding sentence, the Members acknowledge that the Manager and/or its affiliates intend to sponsor, manage, invest in, and otherwise be associated with other entities and business investing in the same assets classe(es) as the Company, some of which could be competitive with the Company. No Member shall have any claim against the Manager or its affiliates on account of such other entities or businesses.

  • Other Business Interests The Trustees shall devote to the affairs of the Trust (including every Series thereof) such time as may be necessary for the proper performance of their duties hereunder, but neither the Trustees nor the officers, directors, shareholders, partners or employees of the Trustees, if any, shall be expected to devote their full time to the performance of such duties. The Trustees, or any Affiliate, shareholder, officer, director, partner or employee thereof, or any Person owning a legal or beneficial interest therein, may engage in, or possess an interest in, any business or venture other than the Trust or any Series thereof, of any nature and description, independently or with or for the account of others. None of the Trust, any Series thereof or any Shareholder shall have the right to participate or share in such other business or venture or any profit or compensation derived therefrom.

  • Other Business Activities of the Holders Each Holder acknowledges that the other Holders may make loans or otherwise extend credit to, and generally engage in any kind of business with, any Borrower Party Affiliate, and receive payments on such other loans or extensions of credit to any Borrower Party Affiliate and otherwise act with respect thereto freely and without accountability, but only if none of the foregoing violate the Mortgage Loan Documents, in the same manner as if this Agreement and the transactions contemplated hereby were not in effect.

  • Other Business Opportunities The Member and any person or entity affiliated with the Member may engage in or possess an interest in other business opportunities or ventures (unconnected with the Company) of every kind and description, independently or with others, including, without limitation, businesses that may compete with the Company. Neither the Member or any person or entity affiliated with the Member shall be required to present any such business opportunity or venture to the Company, even if the opportunity is of the character that, if presented to the Company, could be taken by it. Neither the Company nor any person or entity affiliated with the Company shall have any rights in or to such business opportunities or ventures or the income or profits derived therefrom by virtue of this Agreement, notwithstanding any duty otherwise existing at law or in equity. The provisions of this Section shall apply to the Member solely in its capacity as member of the Company and shall not be deemed to modify any contract or arrangement, including, without limitation, any noncompete provisions, otherwise agreed to by the Company and the Member.

  • Other Business Ventures The Executive agrees that, so long as he is employed by the Company, he will not own, directly or indirectly, any controlling or substantial stock or other beneficial interest in any business enterprise which is engaged in, or competitive with, any business engaged in by the Company. Notwithstanding the foregoing, the Executive may own, directly or indirectly, up to 5% of the outstanding capital stock of any business having a class of capital stock which is traded on any national stock exchange or in the over-the-counter market.

  • Enterprise Clarify specific needs of client/other employees; provide information and advice; follow-up on client/employee needs; clarify the nature of a verbal message; identify options for resolution and act accordingly.

  • Other Business Activities of the Noteholders Each Noteholder acknowledges that each other Noteholder or its Affiliates may make loans or otherwise extend credit to, and generally engage in any kind of business with, (i) (a) the Mortgage Loan Borrower or (b) any direct or indirect parent of the Mortgage Loan Borrower or (c) any Affiliate of the Mortgage Loan Borrower or (d) any Affiliate of any direct or indirect parent of the Mortgage Loan Borrower, (ii) any entity that is a holder of debt secured by direct or indirect ownership interests in the Mortgage Loan Borrower or any Affiliate of the holder of such debt, or (iii) any entity that is a holder of a preferred equity interest in the Mortgage Loan Borrower or any Affiliate of a holder of such preferred equity (each, a “Mortgage Loan Borrower Related Party”), and receive payments on such other loans or extensions of credit to Mortgage Loan Borrower Related Parties and otherwise act with respect thereto freely and without accountability in the same manner as if this Agreement and the transactions contemplated hereby were not in effect.

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