Common use of Power to Indemnify in Actions, Suits Clause in Contracts

Power to Indemnify in Actions, Suits. or Proceedings by or in the Right of the Company. Subject to Section 3.12(c), the Company shall indemnify any Covered Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that such Person is or was a Covered Person, against expenses (including attorneys’ fees) actually and reasonably incurred by such Covered Person in connection with the defense or settlement of such action or suit if such Covered Person acted in good faith and in a manner such Covered Person reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification shall be made in respect of any claim, issue or matter as to which such Covered Person shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Covered Person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Power to Indemnify in Actions, Suits. or Proceedings by or in the Right of the CompanyLLC. Subject to Section 3.12(c)14.3, the Company LLC shall indemnify any Covered Person person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company LLC to procure a judgment in its favor by reason of the fact that such Person he is or was a Covered Persondirector, officer, employee or agent of the LLC, or is or was serving at the request of the LLC as a manager, director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ ' fees) actually and reasonably incurred by such Covered Person him in connection with the defense or settlement of such action or suit if such Covered Person he acted in good faith and in a manner such Covered Person he reasonably believed to be in or not opposed to the best interests of the CompanyLLC; except that no indemnification shall be made in respect of any claim, issue or matter as to which such Covered Person person shall have been adjudged to be liable to the Company LLC unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Covered Person person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Power to Indemnify in Actions, Suits. or Proceedings by or in the Right of the Company. Subject to Section 3.12(c4.4(c), the Company shall indemnify any Covered Person person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that such Person he, she or it is or was an Indemnitee or is or was an Indemnitee serving at the request of the Company as a Covered Personmanager, director, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such Covered Person him, her or it in connection with the action or suit or the defense or settlement of such action or suit if such Covered Person he, she or it acted in good faith and in a manner such Covered Person he, she or it reasonably believed to be in or not opposed to the best interests of the Company; except , except, that no indemnification shall be made in respect of any claim, issue or matter as to which such Covered Person person or entity shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Covered Person person or entity is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

Power to Indemnify in Actions, Suits. or Proceedings by or in the Right of the CompanyCorporation. Subject to Section 3.12(c)7.3, the Company Corporation shall indemnify indemnify, to the fullest extent permitted by Delaware law, as the same exists or may hereafter be amended, any Covered Person person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company Corporation to procure a judgment in its favor by reason of the fact that such Person person is or was a Covered Persondirector or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such Covered Person person in connection with the defense or settlement of such action or suit if such Covered Person person acted in good faith and in a manner such Covered Person person reasonably believed to be in or not opposed to the best interests of the CompanyCorporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such Covered Person person shall have been adjudged to be liable to the Company Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Covered Person person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Power to Indemnify in Actions, Suits. or Proceedings by or in the Right of the CompanyCorporation. Subject to Section 3.12(c)7.3, the Company Corporation shall indemnify indemnify, to the fullest extent permitted by Delaware law as the same exists or may hereafter be amended, any Covered Person person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company Corporation to procure a judgment in its favor by reason of the fact that such Person person is or was a Covered Persondirector or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such Covered Person person in connection with the defense or settlement of such action or suit if such Covered Person person acted in good faith and in a manner such Covered Person person reasonably believed to be in or not opposed to the best interests of the CompanyCorporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such Covered Person person shall have been adjudged to be liable to the Company Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Covered Person person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Power to Indemnify in Actions, Suits. or Proceedings by or in the Right of the Company. Subject to Section 3.12(c3.14(c), the Company shall indemnify any Covered Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that such Person is or was a Covered Person, against expenses (including attorneys’ fees) actually and reasonably incurred by such Covered Person in connection with the defense or settlement of such action or suit if such Covered Person acted in good faith and in a manner such Covered Person reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification shall be made in respect of any claim, issue or matter as to which such Covered Person shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Covered Person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.