Common use of Effect and Continuation Clause in Contracts

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. 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 his or her 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 his or her heirs, executors, and administrators.