Common use of Exculpation; Indemnification Clause in Contracts

Exculpation; Indemnification. Neither the Member, the Officers nor any of their respective affiliates or agents (collectively, “Covered Persons”) shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer, as applicable, by this Agreement. To the fullest extent permitted by applicable law, each Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer, as applicable, by this Agreement; provided, however, that any indemnity under this Section 21 shall be provided out of and to the extent of Company assets only, and neither the Member nor the Officer, as applicable, nor any other Covered Person, shall have personal liability on account thereof.

Appears in 5 contracts

Samples: Limited Liability Company Agreement (Pinnacle Foods Finance LLC), Limited Liability Company Agreement (Glk, LLC), Limited Liability Company Agreement (Pinnacle Foods Finance LLC)

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Exculpation; Indemnification. Neither In absence of fraud, willful misconduct or gross negligence, neither the MemberMembers, the Managers, the Officers nor or any of their respective affiliates or agents (including, without limitation, Xxxxxx X. Xxxxx acting in the capacity described in Section 10 hereof) (collectively, “Covered Persons”) shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer, as applicable, Covered Person by this Agreement. To the fullest extent permitted by applicable law, each the Company shall indemnify such Covered Person shall be entitled to indemnification from the Company for and hold such Covered Person harmless against any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer, as applicable, by this AgreementCovered Person; provided, however, that any indemnity under this Section 21 19 shall be provided out of and to the extent of Company assets only, and neither the Member nor the Officer, as applicable, nor any other no Covered Person, shall have personal liability on account thereof.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (BioExpress, LLC), Limited Liability Company Agreement (BioExpress, LLC)

Exculpation; Indemnification. Neither the Member, any member of the Board, the Officers nor any of their respective affiliates or agents (collectively, “Covered Persons”) shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer, as applicable, by this Agreement. To the fullest extent permitted by applicable law, including §18-108 of the Act, each Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer, as applicable, by this Agreement; provided, however, that any indemnity under this Section 21 shall be provided out of and to the extent of Company assets only, and neither the Member Managers nor the OfficerOfficers, as applicable, nor any other Covered Person, shall have personal liability on account thereof.

Appears in 1 contract

Samples: Limited Liability Company Agreement (NRG Retail LLC)

Exculpation; Indemnification. Neither the Member, the Officers nor any of their respective affiliates or agents (collectively, “Covered Persons”) shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such the Member or Officer, as applicable, by this Agreement. To the fullest extent permitted by applicable law, each Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such the Member or Officer, as applicable, by this Agreement; provided, however, that any indemnity under this Section 21 20 shall be provided out of and to the extent of Company assets only, and neither the Member nor the Officer, as applicable, nor any other Covered Person, shall have personal liability on account thereof.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Replay Acquisition Corp.)

Exculpation; Indemnification. Neither the Member, any member of the Board, the Officers nor any of their respective affiliates or agents (collectively, “Covered Persons”) shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer, as applicable, by this Agreement. To the fullest extent permitted by applicable law, including §18-108 of the Act, each Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer, as applicable, by this Agreement; provided, however, that any indemnity under this Section 21 shall be provided out of and to the extent of Company assets only, and neither the Member Managers nor the OfficerOfficers, as applicable, nor any other Covered Person, shall have personal liability on account thereof.

Appears in 1 contract

Samples: Limited Liability Company Agreement (NRG Retail LLC)

Exculpation; Indemnification. Neither the Member, the Officers nor any of their respective affiliates or agents (collectively, “Covered Persons”) shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer, as applicable, by this Agreement. To the fullest extent permitted by applicable law, each Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer, as applicable, by this Agreement; provided, however, that any indemnity under this Section 21 19 shall be provided out of and to the extent of Company assets only, and neither the Member nor the Officer, as applicable, nor any other Covered Person, shall have personal liability on account thereof.

Appears in 1 contract

Samples: Limited Liability Company Agreement (American Renal Associates LLC)

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Exculpation; Indemnification. Neither In absence of fraud, willful misconduct or gross negligence, neither the MemberMembers, the Managers, the Officers nor or any of their respective affiliates or agents (collectively, “Covered Persons”) shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member Member, Manager or Officer, as applicable, by this Agreement. To the fullest extent permitted by applicable law, each the Company shall indemnify such Covered Person shall be entitled to indemnification from the Company for and hold such Covered Person harmless against any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member Member, Manager or Officer, as applicable, by this Agreement; provided, however, that any indemnity under this Section 21 18 shall be provided out of and to the extent of Company assets only, and neither the Member nor the no Member, Manager or Officer, as applicable, nor any other Covered Person, shall have personal liability on account thereof.

Appears in 1 contract

Samples: Limited Liability Company Agreement (VWR, Inc.)

Exculpation; Indemnification. Neither the Member, the Officers nor any of their respective affiliates or agents (collectively, “Covered Persons”) shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer, as applicable, by this Agreement. To the fullest extent permitted by applicable law, including § 18-108 of the Act, each Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer, as applicable, by this Agreement; provided, however, that any indemnity under this Section 21 shall be provided out of and to the extent of Company assets only, and neither the Member nor the OfficerOfficers, as applicable, nor any other Covered Person, shall have personal liability on account thereof.

Appears in 1 contract

Samples: Limited Liability Company Agreement (NRG Retail LLC)

Exculpation; Indemnification. Neither the Member, the Officers nor not any of their respective affiliates or agents (collectively, “Covered Persons”) shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer, as applicable, by this Agreement. To the fullest extent permitted by applicable law, including §18-108 of the Act, each Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Member or Officer, as applicable, by this Agreement; provided, however, that any indemnity under this Section 21 shall be provided out of and to the extent of Company assets only, and neither the Member nor the OfficerOfficers, as applicable, nor any other Covered Person, Person shall have personal liability on account thereof.

Appears in 1 contract

Samples: Limited Liability Company Agreement (NRG Retail LLC)

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