Liability of Members; Indemnification. (a) Neither a Member (including the Managing Member) nor any officer, employee or agent of the Company (including a person having more than one such capacity) shall be personally liable for any expenses, liabilities, debts or obligations of the Company solely by reason of acting in such capacity except as provided in the Act.
Liability of Members; Indemnification. The Company shall (to an extent not in excess of the net assets of the Company, without additional contribution or loan by any Member) indemnify and hold harmless each Member and each partner, member or shareholder of any Member and each of their respective officers and directors and the successors, heirs, executors and administrators of each of them and each member of the Board (herein "Indemnified Parties"), from and against any loss, expense, damage or injury suffered or sustained by such Indemnified Party by reason of any act, omission or alleged act or omission arising in connection with the business of the Company, including, but not limited to, any judgment, fine, penalty, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense or prosecution of any actual or threatened action, suit, proceeding, appeal, investigation or claim, be it civil, criminal, administrative, legislative or other, or any appeal relating thereto that is brought or threatened by any person, entity, governmental authority or instrumentality, provided that the act, omission or alleged act or omission upon which such actual or threatened action, suit, proceeding, investigation or claim is based (a) is within the scope of authority granted to such person pursuant to the terms of this Agreement, (b) was performed or omitted in good faith in what the Indemnified Party reasonably believed to be in the best interests of the Company and (c) was not performed fraudulently or as a result of gross negligence or willful malfeasance by such Indemnified Party. The Company shall advance to any Indemnified Party its expenses incurred in connection with such defense or prosecution so long as net assets of the Company are available therefor, neither the Company nor any Member has any reason to believe the Indemnified Party is not in fact entitled to indemnification pursuant to this Section 5.6 and the Indemnified Party agrees in writing to return the funds so advanced if it is subsequently determined that such Indemnified Party was not entitled to indemnification hereunder. To the extent that an Indemnified Party has been successful on the merits in defense of any such proceeding or in defense of any claim or matter therein, it shall be deemed that the applicable criteria established in clauses (a) and (b) have been satisfied. The indemnification provided hereunder shall not be deemed exclusive of any other rights to which the Indemnified P...
Liability of Members; Indemnification. (a) To the fullest extent permitted by the laws of Delaware, the LLC (i) shall indemnify and hold harmless LUK and its respective officers, directors and shareholders for so long as LUK holds a preferred capital interest in the LLC, and (ii) may indemnify and hold harmless each Member and its respective officers, directors, shareholders, members or partners, and each officer of the LLC (each of the parties listed in (i) and (ii), an "Indemnitee"), from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including reasonable attorneys' fees and disbursements), judgments, fines, settlements and other amounts ("Damages") arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which an Indemnitee may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business of the LLC, regardless of whether an Indemnitee continues to be a Member or an officer, director, shareholder, member or partner of such Member at the time any such liability or expense is paid or incurred, except for any Damages based upon, arising from or in connection with any act or omission of an Indemnitee committed without authority granted pursuant to this Agreement or in bad faith or otherwise constituting willful misconduct.
Liability of Members; Indemnification. The Members shall not have any liability to the Company, any other Members or any third party for the obligations or liabilities of the Company except to the extent required by the Act. The Company shall, to the full extent permitted by applicable law, indemnify and hold harmless each Member and each Officer against liabilities incurred by it in connection with any action, suit or proceeding to which it may be made a party or otherwise involved or with which such Member or such Officer shall be threatened by reason of its being a Member or Officer or while acting as a Member or Officer on behalf of the Company or in its interest.
Liability of Members; Indemnification. No Member shall be liable under a judgment, decree or order of a court, or in any other manner, for any debt, obligation or liability of the LLC. A member of the LLC shall not be personally liable to the LLC or its Members for any monetary damages for breach of fiduciary duty, except for liability for any acts or omissions which involve intentional misconduct, fraud or knowing violation of law or for a distribution, redemption or purchase of or with respect to a Member’s Ownership Interest in the LLC in violation of Missouri law. Any repeal or modification of this Section by the Members of the LLC shall be prospective only, and shall not adversely affect any limitation on the personal liability of a Member of the LLC existing at the time of such repeal or modification or thereafter arising as a result of the acts or omissions prior to the time of such repeal or modification. The LLC shall indemnify, save and hold harmless a Member from any loss, damage, liability or expense incurred or sustained by him by reason of any act performed by him or on behalf of the LLC and in furtherance of its interest; provided, however, that such right to indemnification shall not apply to relieve the Member from liability for gross negligence or willful malfeasance.
Liability of Members; Indemnification. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall solely be the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or the management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Member for any debts, liabilities or obligations of the Company. The Company shall, to the fullest extent provided or allowed by applicable law, indemnify, hold harmless and pay all judgments and claims against the Member, each of the Member’s officers, directors, agents, affiliates, heirs, legal representatives, successors and assigns and the directors, officers, agents or other delegates of the Company (each, an “Indemnified Party”) from, against and in respect of any and all liability, loss, damage and expense incurred or sustained by the Indemnified Party in connection with the business of the Company or by reason of any act performed or omitted to be performed in connection with the activities of the Company or in dealing with third parties on behalf of the Company, except for losses arising from such Indemnified Person’s own fraud, willful misconduct, bad faith or gross negligence, including reasonable costs and attorneys’ fees before and at trial and at all appellate levels, whether or not suit is instituted (which attorneys’ fees may be paid as incurred), and any amounts expended in the settlement (with the consent of the Company) of any claims of liability, loss or damage. The provisions of this Section 10 shall be in addition to and not in limitation of any other rights of indemnification and reimbursement or limitations of liability to which an Indemnified Party may be entitled under the Act, common law or otherwise.
Liability of Members; Indemnification. 49 ------------------------------------- Section 8.1 Liability of Members........................................................ 49 -------------------- Section 8.2 Indemnification............................................................. 49 --------------- Section 8.3 Payment of Expenses......................................................... 50 ------------------- ARTICLE 9. ACCOUNTING FOR THE COMPANY; REPORTS....................................................... 51 ----------------------------------- Section 9.1 Accounting for the Company.................................................. 51 -------------------------- Section 9.2 Books and Records........................................................... 51 ----------------- Section 9.3 Reports to Members.......................................................... 51 ------------------ ARTICLE 10.
Liability of Members; Indemnification. 49 ------------------------------------- Section 8.1
Liability of Members; Indemnification. (a) Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or the management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Member for any debts, liabilities or obligations of the Company.
Liability of Members; Indemnification. (a) To the fullest extent permitted by the laws of Delaware, the LLC (i) shall indemnify and hold harmless LUK and its respective officers, directors and shareholders for so long as LUK holds a preferred capital interest in the LLC, and (ii) may indemnify and hold harmless each Member and its respective officers, directors, shareholders, members or partners, and each officer of the LLC (each of the parties listed in (i) and (ii), an "Indemnitee"), from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including reasonable attorneys' fees and disbursements), judgments, fines, settlements and other amounts ("Damages") arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which an Indemnitee may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business of the LLC, regardless of whether an Indemnitee continues to be a Member or an officer, director, share- holder, member or partner of such Member at the time any such liability or expense is paid or incurred, except for any Damages based upon, arising from or in connection with any act or omission of an Indemnitee committed without authority granted pursuant to this Agreement or in bad faith or otherwise constituting willful misconduct. (b) Expenses (including reasonable attorneys' fees and disbursements) incurred in defending any claim, demand, action, suit or proceeding, whether civil, criminal, administrative or investigative, subject to Section 5.04(a) hereof, may be paid (or caused to be paid) by the LLC in advance of the final disposition of such claim, demand, action, suit or proceeding upon receipt of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall ultimately be determined, by a court of competent jurisdiction from which no further appeal may be taken or the time for any appeal has lapsed (or otherwise, as the case may be), that the Indemnitee is not entitled to be indemnified by the LLC as authorized hereunder or is not entitled to such expense reimbursement. (c) The indemnification provided by Section 5.04(a) hereof shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement or unanimous vote of the Members, as a matter of law or otherwise, both (i) as to action in the Indemnitee's capacity as a Member or as an officer, direct...
