Common use of Terms of Indemnification Clause in Contracts

Terms of Indemnification. Each indemnity provided for under this Agreement is subject to the following provisions: (i) The indemnity will cover the costs and expenses of the Indemnitee, including reasonable attorneys’ fees and costs, related to any actions, suits or judgments incident to any of the matters covered by such indemnity. (ii) The Indemnitee must notify the Company of any claim against the Indemnitee covered by the indemnity within forty-five (45) days after the Indemnitee has notice of such claim, but failure to notify the Company in no case prejudices the rights of the Indemnitee under this Agreement unless the Company is prejudiced by such failure and then only to the extent the Company is prejudiced by such failure. If the Company fails to discharge or undertake to defend the Indemnitee against such liability upon learning of such liability, then the Indemnitee may settle such liability, and the liability of the Company hereunder will be conclusively established by such settlement, which liability will include both the settlement consideration and the reasonable costs and expenses, including reasonable attorneys’ fees and costs, incurred by the Indemnitee in effecting such settlement. (iii) No indemnity hereunder may be construed to limit or diminish the coverage of any Member under any insurance obtained by the Company. Payment under any such policy is not a condition precedent to any indemnification provided in this Agreement.

Terms of Indemnification. Each indemnity provided for under this Agreement is shall be subject to the following provisions: (i) The indemnity will shall cover the costs and expenses of the Indemniteeindemnitee, including reasonable attorneys’ ' fees and court costs, related to any actions, suits or judgments incident to any of the matters covered by such indemnityindemnity as provided in Section 6.8(a) hereabove. (ii) The Indemnitee must indemnitee shall notify the Company indemnitor of any claim against the Indemnitee indemnitee covered by the indemnity within forty-five (45) 45 days after the Indemnitee indemnitee has notice of such claim, but failure to notify the Company indemnitor shall in no case prejudices prejudice the rights of the Indemnitee indemnitee under this Agreement unless the Company is indemnitor shall be prejudiced by such failure and then only to the extent the Company is indemnitor shall be prejudiced by such failure. If The indemnitor will inform the Company fails indemnitee of its action with respect to any claim. Should the indemnitor fail to discharge or undertake to defend the Indemnitee indemnitee against such liability within sixty (60) days, upon learning of such liabilitythe same, then the Indemnitee indemnitee may settle such liability, and the liability of the Company indemnitor hereunder will shall be conclusively established by such settlement, which amount of such liability will shall include both the settlement consideration and the reasonable costs and expenses, including reasonable attorneys’ fees and costs' fees, incurred by the Indemnitee indemnitee in effecting such settlement. (iii) No indemnity hereunder may shall be construed to limit or diminish the coverage of any Manager or any Member under any insurance obtained by the -13- Company. Payment under any such policy is shall not be a condition precedent to any indemnification provided in this Agreement.

Terms of Indemnification. Each indemnity provided for under this Agreement is shall be subject to the following provisions: (i) The indemnity will shall cover the costs and expenses of the Indemniteeindemnitee, including reasonable attorneys’ ' fees and court costs, related to any actions, suits or judgments incident to any of the matters covered by such indemnity. (ii) The Indemnitee must indemnitee shall notify the Company indemnitor of any claim against the Indemnitee indemnitee covered by the indemnity within forty-five (45) 45 days after the Indemnitee indemnitee has notice of such claim, but failure to notify the Company indemnitor shall in no case prejudices prejudice the rights of the Indemnitee indemnitee under this Agreement unless the Company is indemnitor shall be prejudiced by such failure and then only to the extent the Company is indemnitor shall be prejudiced by such failure. If Should the Company fails indemnitor fail to discharge or undertake to defend the Indemnitee indemnitee against such liability upon learning of such liabilitythe same, then the Indemnitee indemnitee may settle such liability, and the liability of the Company indemnitor hereunder will shall be conclusively established by such settlement, which amount of such liability will shall include both the settlement consideration and the reasonable costs and expenses, including reasonable attorneys’ fees and costs' fees, incurred by the Indemnitee indemnitee in effecting such settlement. (iii) No indemnity hereunder may shall be construed to limit or diminish the coverage of any Member Joint-Venturer under any insurance obtained 5 by the CompanyJoint Venture. Payment under any such policy is shall not be a condition precedent to any indemnification provided in this Agreement.

Terms of Indemnification. Each indemnity provided for under this Agreement is shall be subject to the following provisions: (i) The indemnity will shall cover the costs and expenses of the Indemnitee, including reasonable attorneys’ fees and court costs, related to any actions, suits or judgments incident to any of the matters covered by such indemnity. (ii) The Indemnitee must shall notify the Company indemnitor of any claim against the Indemnitee covered by the indemnity within forty-five (45) 45 days after the Indemnitee has notice of such claim, but failure to notify the Company indemnitor shall in no case prejudices prejudice the rights of the Indemnitee under this Agreement unless the Company is indemnitor shall be prejudiced by such failure and then only to the extent the Company is indemnitor shall be prejudiced by such failure. If Should the Company fails indemnitor fail to discharge or undertake to defend the Indemnitee against such liability upon learning of such liabilitythe same, then the Indemnitee may settle such liability, and the liability of the Company indemnitor hereunder will shall be conclusively established by such settlement, which amount of such liability will shall include both the settlement consideration and the reasonable costs and expenses, including reasonable attorneys’ fees and costsfees, incurred by the Indemnitee in effecting such settlement. (iii) No indemnity hereunder may shall be construed to limit or diminish the coverage of any Member under any insurance obtained by the Company. Payment under any such policy is shall not be a condition precedent to any indemnification provided in this Agreement.