Common use of Other Arrangements Not Excluded Clause in Contracts

Other Arrangements Not Excluded. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this Article X: (a) does not exclude any other rights to which an Indemnified Person seeking indemnification or advancement of expenses may be entitled under any agreement, decision of the Member or otherwise, except that indemnification and advancement, unless ordered by a court pursuant to Section 10.01 above, may not be made to or on behalf of such Person if a final adjudication established that its acts or omissions involved gross negligence, willful misconduct, fraud or a knowing violation of the law and were material to the cause of action; and (b) continues for an Indemnified Person who has ceased to be a Manager or the Member or an officer, director, employee or agent of the Member.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Empire District Bondco, LLC), Limited Liability Company Agreement (Evergy Missouri West Storm Funding I, LLC), Limited Liability Company Agreement (Empire District Bondco, LLC)

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Other Arrangements Not Excluded. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this Article XXII: (a) does not exclude any other rights to which an Indemnified a Person seeking indemnification or advancement of expenses may be entitled under any other agreement, decision of the Member or otherwise, for either an action of any Manager, officer, employee or agent in the official capacity of such Person or an action in another capacity while holding such position, except that indemnification and advancementindemnification, unless ordered by a court pursuant to Section 10.01 abovecourt, may not be made to or on behalf of such Person any Manager if a final adjudication established that its acts or omissions involved gross negligence, willful intentional misconduct, fraud or a knowing violation of the law gross negligence and were was material to the cause of action; and (b) continues for an Indemnified Person a person who has ceased to be a Manager or the Member or an Manager, officer, director, employee or agent and inures to the benefit of the Membersuccessors, heirs, executors and administrators of such a person.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Txu Energy Co LLC)

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Other Arrangements Not Excluded. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this Article X:VIII; (a) does do not exclude any other rights to which an Indemnified a Person seeking indemnification or advancement of expenses may be entitled under the Articles or any agreement, decision of the Member or otherwise, except that indemnification and advancementindemnification, unless ordered by a court pursuant to Section 10.01 above8.4 or for the advancement of expenses made pursuant to Section 8.7, may not be made to or on behalf of such Person if a final adjudication established establishes that its such Persons acts or omissions involved gross negligence, willful intentional misconduct, fraud or a knowing violation of the law and were which was material to the cause of action; and (b) continues continue for an Indemnified a Person who has ceased to be a Manager or the Member or an officer, directorMember, employee or agent and inures to the benefit of the Membersuch Persons heirs, executors and administrators.

Appears in 1 contract

Samples: Operating Agreement (GNLV Corp)

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