Common use of Nature of Indemnity Clause in Contracts

Nature of Indemnity. Subject to Section 5.1, each Manager or Officer who was or is made a party (or is threatened to be made a party) to or is involved in any Proceeding by reason of the fact that he, or a Person of whom he is the legal representative, is or was, or has agreed to be, a Manager or Officer of the Company, or is or was serving at the request of the Company as a manager, employee, trustee, fiduciary, or agent of, or in any other capacity with another Person, including without limitation any Affiliate of the Company, shall be indemnified and held harmless by the Company, unless prohibited from doing so by the Act (but, in the case of any amendment of the Act, only to the extent that such amendment permits the Company to provide broader indemnification rights than the Act permitted the Company to provide prior to such amendment) from and against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such Manager or Officer in connection with such Proceeding) and such indemnification shall inure to the benefit of his heirs, legatees, devisees, executors, administrators, trustees, personal representatives, successors and assigns; provided however, that, except as provided in Section 5.10(b), the Company shall indemnify any such Manager or Officer seeking indemnification in connection with a Proceeding initiated by such Manager or Officer only if such Proceeding was authorized by the Board. The right to indemnification conferred in this Section 5.10(a), subject to Sections 5.10(b) and (e), shall include the right to be paid by the Company the expenses incurred in defending any such Proceeding in advance of its final disposition. The Company may, by action of its Board, provide indemnification to employees and agents of the Company with the same scope and effect as the foregoing indemnification of Managers and Officers. Notwithstanding the foregoing or any provision to the contrary contained in this Agreement except Section 5.13 hereof, a Manager or Officer shall have no right to indemnification pursuant to this Section 5.10 for any loss or damage incurred by such Manager or Officer by reason of the gross negligence, willful misconduct or fraud of such Manager or Officer or any breach of his fiduciary duty.

Nature of Indemnity. Subject to Section 5.1, each the Manager or Officer and its agents and employees who was or is made a party (or is threatened to be made a party) to or is involved in any Proceeding by reason of the fact that he, or a Person of whom he is the legal representative, is or was, or has agreed to be, a Manager or Officer of the CompanyManager, or is or was serving at the request of the Company as a managerthe Manager, employee, trustee, fiduciary, or agent of, or in any other capacity with another Person, including without limitation any Affiliate of the Company, shall be indemnified and held harmless by the Company, unless prohibited from doing so by the Act (but, in the case of any amendment of the Act, only to the extent that such amendment permits the Company to provide broader indemnification rights than the Act permitted the Company to provide prior to such amendment) from and against all expense, liability and loss (including attorneys’ ' fees actually and reasonably incurred by such Manager or Officer Person in connection with such Proceeding) and such indemnification shall inure to the benefit of his heirs, legatees, devisees, executors, administrators, trustees, personal representatives, successors and assigns; provided howeverprovidedhowever, that, except as provided in Section 5.10(b5.6(b), the Company shall indemnify any such Manager or Officer Person seeking indemnification in connection with a Proceeding initiated by such Manager or Officer Person only if such Proceeding was authorized by the BoardManager. The right to indemnification conferred in this Section 5.10(a5.6(a), subject to Sections 5.10(b5.6(b) and (ed), shall include the right to be paid by the Company the expenses incurred in defending any such Proceeding in advance of its final disposition. The Company may, by action of its Boardthe Manager, provide indemnification to employees and agents of the Company with the same scope and effect as the foregoing indemnification of Managers and Officersany other such Person contemplated in this Section 5.6(a). Notwithstanding the foregoing or any provision to the contrary contained in this Agreement except Section 5.13 hereofAgreement, a the Manager or Officer and its agents and employees shall have no right to indemnification pursuant to this Section 5.10 5.6 for any loss or damage incurred by such Manager or Officer Person by reason of the gross negligence, willful misconduct or fraud of such Manager or Officer Person or any breach of his such Person's fiduciary duty.

Nature of Indemnity. Subject to Section 5.1, each the Manager or Officer and its agents and employees who was or is made a party (or is threatened to be made a party) to or is involved in any Proceeding by reason of the fact that he, or a Person of whom he is the legal representative, is or was, or has agreed to be, a Manager or Officer of the CompanyManager, or is or was serving at the request of the Company as a managerthe Manager, employee, trustee, fiduciary, or agent of, or in any other capacity with another Person, including without limitation any Affiliate of the Company, shall be indemnified and held harmless by the Company, unless prohibited from doing so by the Act (but, in the case of any amendment of the Act, only to the extent that such amendment permits the Company to provide broader indemnification rights than the Act permitted the Company to provide prior to such amendment) from and against all expense, liability and loss (including attorneys’ ' fees actually and reasonably incurred by such Manager or Officer Person in connection with such Proceeding) and such indemnification shall inure to the benefit of his heirs, legatees, devisees, executors, administrators, trustees, personal representatives, successors and assigns; provided provided, however, that, except as provided in Section 5.10(b5.6(b), the Company shall indemnify any such Manager or Officer Person seeking indemnification in connection with a Proceeding initiated by such Manager or Officer Person only if such Proceeding was authorized by the BoardManager. The right to indemnification conferred in this Section 5.10(a5.6(a), subject to Sections 5.10(b5.6(b) and (ed), shall include the right to be paid by the Company the expenses incurred in defending any such Proceeding in advance of its final disposition. The Company may, by action of its Boardthe Manager, provide indemnification to employees and agents of the Company with the same scope and effect as the foregoing indemnification of Managers and Officersany other such Person contemplated in this Section 5.6(a). Notwithstanding the foregoing or any provision to the contrary contained in this Agreement except Section 5.13 hereofAgreement, a the Manager or Officer and its agents and employees shall have no right to indemnification pursuant to this Section 5.10 5.6 for any loss or damage incurred by such Manager or Officer Person by reason of the gross negligence, willful misconduct or fraud of such Manager or Officer Person or any breach of his such Person's fiduciary duty.

Nature of Indemnity. Subject to Section 5.1, each Manager or Officer who was or is made a party (or is threatened to be made a party) to or is involved in any Proceeding by reason of the fact that he, or a Person of whom he is the legal representative, is or was, or has agreed to be, a Manager or Officer of the Company, or is or was serving at the request of the Company as a manager, employee, trustee, fiduciary, or agent of, or in any other capacity with another Person, including without limitation any Affiliate affiliate of the Company, shall be indemnified and held harmless by the Company, unless prohibited from doing so by the Act (but, in the case of any amendment of the Act, only to the extent that such amendment permits the Company to provide broader indemnification rights than the Act permitted the Company to provide prior to such amendment) from and against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such Manager or Officer in connection with such Proceeding) and such indemnification shall inure to the benefit of his heirs, legatees, devisees, executors, administrators, trustees, personal representatives, successors and assigns; provided however, that, except as provided in Section 5.10(b), the Company shall indemnify any such Manager or Officer seeking indemnification in connection with a Proceeding initiated by such Manager or Officer only if such Proceeding was authorized by the Board. The right to indemnification conferred in this Section 5.10(a), subject to Sections 5.10(b) and (e), shall include the right to be paid by the Company the expenses incurred in defending any such Proceeding in advance of its final disposition. The Company may, by action of its Board, provide indemnification to employees and agents of the Company with the same scope and effect as the foregoing indemnification of Managers and Officers. Notwithstanding the foregoing or any provision to the contrary contained in this Agreement except Section 5.13 hereof, a Manager or Officer shall have no right to indemnification pursuant to this Section 5.10 for any loss or damage incurred by such Manager or Officer by reason of the gross negligence, willful misconduct or fraud of such Manager or Officer or any breach of his fiduciary duty.