Common use of Third Party Actions, Suits and Proceedings Clause in Contracts

Third Party Actions, Suits and Proceedings. The Company shall indemnify each Member, the Partnership Representative, each officer and manager (or equivalent) (including any Manager) of the Company and its Subsidiaries and any other Person who was or is made a party or is threatened to be made a party to or is involved in or participates as a witness with respect to any Action (other than an Action by or in the right of the Company), by reason of the fact that he or she, or a Person of whom he or she is the legal representative, is or was an officer or Manager of the Company or of its Subsidiaries, or is or was serving at the request of the Company as a manager, director or officer of another company or of a corporation, limited liability company, partnership, joint venture, trust or other enterprise, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Person in connection with such Action if (i) such Person acted in good faith and in a manner such Person reasonably believed to be in or not opposed to the best interests of the Company, (ii) any of such Person’s actions does not constitute fraud, willful misconduct, gross negligence (as defined under Delaware law) or a breach of such Person’s duty of loyalty and (iii) with respect to any criminal Action, such Person had no reasonable cause to believe such Person’s conduct was unlawful. The termination of any Action by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Person did not act in good faith and in a manner which such Person reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal Action that the Person had reasonable cause to believe that his or her conduct was unlawful.

Third Party Actions, Suits and Proceedings. The Company shall indemnify each Member, the Partnership Representative, each officer and manager (or equivalent) (including any Manager) of the Company and its Subsidiaries and any other Person Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or participates as a witness with respect to any Action proceeding, whether civil, criminal, administrative or investigative (other than an Action action by or in the right of the CompanyIOC), (hereinafter a "Proceeding") by reason of the fact that he or she, or a Person person of whom he or she is the legal representative, is or was an officer a Director or Manager Officer of the Company or of its SubsidiariesIOC, or is or was serving at the request of the Company IOC as a manager, director director, officer, employee, or officer agent of another limited liability company or of a corporation, limited liability company, partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by IOC, against all expenses (including attorneys’ ' fees), ) judgments, fines and amounts paid in settlement actually and reasonably incurred by such Person person in connection with such Action Proceeding if (i) such Person person acted in good faith and in a manner such Person person reasonably believed to be in or not opposed to the best interests of the CompanyIOC, (ii) any of such Person’s actions does not constitute fraudand, willful misconduct, gross negligence (as defined under Delaware law) or a breach of such Person’s duty of loyalty and (iii) with respect to the subject matter of any criminal ActionProceeding, such Person had no reasonable cause to believe such Person’s person's conduct was unlawful. The termination of any Action Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere contender or its equivalent, shall not, of itself, create a presumption that the Person person did not act in good faith and in a manner which such Person person reasonably believed to be in or not opposed to the best interests of the CompanyIOC, orand, with respect to any criminal Action that the Person Proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Third Party Actions, Suits and Proceedings. The Company shall indemnify each Member, the Partnership Representative, each officer and manager (or equivalent) (including any Manager) of the Company and its Subsidiaries and any other Person Each person who was or is made a party or is threatened to be made a party to or is involved in or participates as a witness with respect to any Action action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an Action action by or in the right of the Company), by reason of the fact that he or she, or a Person person of whom he or she is the legal representative, is or was an a Director or officer or Manager of the Company or (which shall include, without limitation, each of its Subsidiariesthe Initial Members), or is or was serving at the request of the Company as a manager, director director, officer, employee, fiduciary, or officer agent of another limited liability company or of a corporation, limited liability company, partnership, joint venture, trust or other enterpriseenterprise (hereinafter a "proceeding"), shall be indemnified and held harmless by the Company at all times to the fullest extent permitted by law as in effect from time to time against all expenses (including attorneys’ ' fees), ) judgments, fines and amounts paid in settlement actually and reasonably incurred by such Person person in connection with such Action proceeding if (i) such Person person acted in good faith and in a manner such Person person reasonably believed to be in or not opposed to the best interests of the Company, (ii) any of such Person’s actions does not constitute fraudand, willful misconduct, gross negligence (as defined under Delaware law) or a breach of such Person’s duty of loyalty and (iii) with respect to any criminal Actionaction or proceeding, such Person had no reasonable cause to believe such Person’s person's conduct was unlawful. The termination of any Action action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Person person did not act in good faith and in a manner which such Person person reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal Action action or proceeding that the Person person had reasonable cause to believe that his or her conduct was unlawful.

Third Party Actions, Suits and Proceedings. The Company shall indemnify each Member, the Partnership Representative, each officer and manager (or equivalent) (including any Manager) of the Company and its Subsidiaries and any other Each Person who was or is made a party or is threatened to be made a party to or is involved in or participates as a witness with respect to any Action action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an Action action by or in the right of the Company), by reason of the fact that he or she, or a Person of whom he or she is the legal representative, is or was an officer a Director or Manager Officer of the Company or of its SubsidiariesCompany, or is or was serving at the request of the Company as a manager, director director, officer, employee, fiduciary, or officer agent of another limited liability company or of a corporation, limited liability company, partnership, joint venture, trust or other enterpriseenterprise (hereinafter a “proceeding”), shall be indemnified and held harmless by the Company at all times to the fullest extent permitted by law as in effect from time to time against all expenses (including attorneys’ fees), ) judgments, fines and amounts paid in settlement actually and reasonably incurred by such Person in connection with such Action proceeding if (i) such Person acted in good faith and in a manner such Person reasonably believed to be in or not opposed to the best interests of the Company, (ii) any of such Person’s actions does not constitute fraudand, willful misconduct, gross negligence (as defined under Delaware law) or a breach of such Person’s duty of loyalty and (iii) with respect to any criminal Actionaction or proceeding, such Person had no reasonable cause to believe such Person’s conduct was unlawful. The termination of any Action action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Person did not act in good faith and in a manner which such Person reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal Action action or proceeding that the Person had reasonable cause to believe that his or her conduct was unlawful.

Third Party Actions, Suits and Proceedings. The Company shall indemnify each Member, the Partnership Representative, each officer and manager (or equivalent) (including any Manager) of the Company and its Subsidiaries and any other Person Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or participates as a witness with respect to any Action proceeding, whether civil, criminal, administrative or investigative (other than an Action action by or in the right of the Company), by reason of the fact that he or she, or a Person person of whom he or she is the legal representative, is or was an officer a Director or Manager officer, of the Company or of its Subsidiaries, or is or was serving at the request of the Company as a manager, director director, officer, employee, fiduciary, or officer agent of another limited liability company or of a corporation, limited liability company, partnership, joint venture, trust or other enterpriseenterprise (hereinafter a "proceeding"), shall be indemnified and held harmless by the Company to the fullest extent permitted under the laws of Delaware, against all expenses (including attorneys’ ' fees), ) judgments, fines and amounts paid in settlement actually and reasonably incurred by such Person person in connection with such Action proceeding if (i) such Person person acted in good faith and in a manner such Person person reasonably believed to be in or not opposed to the best interests of the Company, (ii) any of such Person’s actions does not constitute fraudand, willful misconduct, gross negligence (as defined under Delaware law) or a breach of such Person’s duty of loyalty and (iii) with respect to any criminal Actionaction or proceeding, such Person had no reasonable cause to believe such Person’s person's conduct was unlawful. The termination of any Action action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Person person did not act in good faith and in a manner which such Person person reasonably believed to be in or not opposed to the best interests of the Company, orand, with respect to any criminal Action that the Person action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Third Party Actions, Suits and Proceedings. The Company shall indemnify each Member, the Partnership Representative, each officer and manager (or equivalent) (including any Manager) of the Company and its Subsidiaries and any other Person Each person who was or is made a party or is threatened to be made a party to any threatened, pending or is involved in completed action, suit or participates as a witness with respect to any Action (proceeding, whether civil, criminal, administrative or investigative, other than an Action action by or in the right of the CompanyLLC, (hereinafter a “proceeding”), by reason of the fact that he or she, or a Person person of whom he or she is the legal representative, is or was an officer a Director, officer, employee or Manager agent of the Company or of its Subsidiaries, LLC or is or was serving at the request of the Company LLC as a manager, director director, officer, employee, fiduciary, or officer agent of another company or of a corporation, limited liability company, corporation, partnership, joint venture, trust or other enterpriseenterprise (each of the forgoing is referred to herein as a “Covered Person”), shall be indemnified and held harmless by LLC, against all expenses (including attorneys’ fees), ) judgments, fines and amounts paid in settlement actually and reasonably incurred by such Person person in connection with such Action proceeding if (i) such Person person acted in good faith and in a manner such Person person reasonably believed to be in or not opposed to the best interests of the CompanyLLC, (ii) any of such Person’s actions does not constitute fraudand, willful misconduct, gross negligence (as defined under Delaware law) or a breach of such Person’s duty of loyalty and (iii) with respect to any criminal Actionaction or proceeding, such Person had no reasonable cause to believe such Personperson’s conduct was unlawful. The termination of any Action proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Person person did not act in good faith and in a manner which such Person person reasonably believed to be in or not opposed to the best interests of the CompanyLLC, orand, with respect to any criminal Action that the Person action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.