Effect and Continuation Clause Samples

Effect and Continuation. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to Sections 14.1 – 14.5, inclusive: 14.6.1 Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the Certificate of Formation or any limited liability company agreement, vote of Members or disinterested Managers, if any, or otherwise, for either an action in his or her official capacity or an action in another capacity while holding his or her office, except that indemnification, unless ordered by a court pursuant to Section 14.2 or for the advancement of expenses made pursuant to Section 14.5, may not be made to or on behalf of any Member, Manager or officer if a final adjudication establishes that his or her acts or omissions involved intentional misconduct, breach of fiduciary duty, fraud or a knowing violation of the law and was material to the cause of action. 14.6.2 Continues for a person who has ceased to be a Member, Manager, officer, employee or agent and inures to the benefit of his or her heirs, executors and administrators.

Effect and Continuation. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to Sections 15.1 – 15.5: (A) unless ordered by a court pursuant to Section 15.2 or for the advancement of expenses made pursuant to Section 15.5, may not be made to or on behalf of any Member, Manager or officer if a final adjudication establishes that their acts or omissions involved intentional misconduct, breach of fiduciary duty as limited through this Agreement, fraud, or a knowing violation of the law and was material to the cause of action. (B) continues for a person who has ceased to be a Member, Manager, officer, employee or agent and inures to the benefit of their heirs, executors, and administrators.

Effect and Continuation. 35 10.8 Insurance and Other Financial Arrangements....................................................35 10.9 Notice of Indemnification and Advancement.....................................................35 10.10 Repeal or Modification........................................................................35

Effect and Continuation. The indemnification and advancement of expenses authorized in or ordered by a court or arbitrator pursuant hereto (i) does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled (whether under contract or otherwise); or (ii) continue for a person who has ceased to be an Indemnifiable Person; provided that the act or omission that is the subject of the claim took place prior to the cessation of such person's status as an Indemnifiable Person; (iii) inure to the benefit of it or their respective heirs, assignees, successors, executors and administrators and (iv) shall survive the dissolution of the Company to the extent of any assets distributed by the Company on that dissolution.

Effect and Continuation. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this Article 10: (a) Does not exclude any other rights to which a Person seeking indemnification or advancement of expenses may be entitled under any limited liability company agreement, vote of Members, or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to Article 10.4 for the advancement of expenses made pursuant to Article 10.6, may not be made to or on behalf of any Member or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action. (b) Continues for a Person who has ceased to be a Member, officer, employee or agent and inures to the benefit of his heirs, executors and administrators.

Effect and Continuation. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to Section 14.1 through Section 14.5, inclusive: BENCHMARK REAL ESTATE FUND 35 OPERATING AGREEMENT 14.6.1 Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the Certificate of Formation or any limited liability company agreement, vote of Members or disinterested Manager, if any, or otherwise, for either an action in his or her official capacity or an action in another capacity while holding his or her office, except that indemnification, unless ordered by a court pursuant to Section 14.2 or for the advancement of expenses made pursuant to Section 14.5, may not be made to or on behalf of any Member, Manager or officer if a final adjudication establishes that his or her acts or omissions involved intentional misconduct, breach of fiduciary duty, fraud or a knowing violation of the law and was material to the cause of action. 14.6.2 Continues for a person who has ceased to be a Member, Manager, officer, employee, or agent and inures to the benefit of his or her heirs, executors and administrators.