Common use of Indemnification and Advances Clause in Contracts

Indemnification and Advances. (a) To the full extent permitted by law, the Company shall indemnify, defend and hold each Member harmless from and against, and may, with the approval of a majority vote of the Members, indemnify, defend and hold the Company's and the Member's respective affiliates, agents, employees, advisors, consultants and other independent contractors, harmless from and against, any loss, liability, damage, fine, judgment, penalty, attachment, cost or expense, including reasonable attorneys' fees, arising from any demands, claims or lawsuits against the Member or the Company's or the Member's respective affiliates, agents, employees, advisors, consultants or other independent contractors, in or as a result of or relating to its capacity, actions or omissions as Member, or as an affiliate, agent, employee, advisor, consultant or other independent contractor of the Company, or arising from or relating to the business or activities undertaken on behalf of the Company, including, without limitation, any demands, claims or lawsuits initiated by a Member; provided that the acts or omissions of the Member or the Company's or the Member's affiliate, agent, employee, advisor, consultant or other independent contractor seeking indemnification are not found by a court of competent jurisdiction upon entry of a final judgment to be the result of bad faith, fraud, willful misconduct, or a knowing violation of the criminal law by the person seeking indemnification, or to have violated such a lesser standard of conduct as under applicable law affirmatively prevents indemnification hereunder. The termination of any action, suit or proceeding by judgment, order, settlement, plea of nolo contendere or its equivalent, or conviction shall not, of itself, create a presumption that the Member or the Company's or the Member's respective affiliates, agents, employees, advisors, consultants or other independent contractors shall not be entitled to indemnification hereunder or that the Member or the Company's or the Member's respective affiliates, agents, employees, advisors, consultants or other independent contractors did not act in good faith and in a manner that it or they reasonably believed to be in or not opposed to the best interests of the Company.

Indemnification and Advances. (a) To the full extent permitted by law, the Company shall indemnify, defend and hold each Member harmless from and against, and may, with the approval of a majority vote of the Members, indemnify, defend and hold the Company's and the Member's respective affiliates, agents, employees, advisors, consultants and other independent contractors, harmless from and against, any loss, liability, damage, fine, judgment, penalty, attachment, cost or expense, including reasonable attorneys' fees, arising from any demands, claims or lawsuits against the Member or the Company's or the Member's respective affiliates, agents, employees, advisors, consultants or other independent contractors, in or as a result of or relating to its capacity, actions or omissions as Member, or as an affiliate, agent, employee, advisor, consultant or other independent contractor of the Company, or arising from or relating to the business or activities undertaken on behalf of the Company, including, without limitation, any demands, claims or lawsuits initiated by a Member; provided that the acts or omissions of the Member or the Company's or the Member's affiliate, agent, employee, advisor, consultant or other independent contractor seeking indemnification are not found by a court of competent jurisdiction upon entry of a final judgment to be the result of bad faith, fraud, willful misconduct, or a knowing violation of the criminal law by the person seeking indemnification, or to have violated such a lesser standard of conduct as under applicable law affirmatively prevents indemnification hereunder. The termination of any action, suit or proceeding by judgment, order, settlement, plea of nolo contendere NOLO CONTENDERE or its equivalent, or conviction shall not, of itself, create a presumption that the Member or the Company's or the Member's respective affiliates, agents, employees, advisors, consultants or other independent contractors shall not be entitled to indemnification hereunder or that the Member or the Company's or the Member's respective affiliates, agents, employees, advisors, consultants or other independent contractors did not act in good faith and in a manner that it or they reasonably believed to be in or not opposed to the best interests of the Company.

Indemnification and Advances. (a) To The Company may indemnify, to the full fullest extent permitted by law, each Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the Company shall indemnify, defend and hold each Member harmless from and against, and may, with the approval of a majority vote right of the MembersCompany), indemnifyby reason of the fact that the Person is or was a Director, defend and hold the Company's and the Member's respective affiliates, agents, employees, advisors, consultants and other independent contractors, harmless from and against, any loss, liability, damage, fine, judgment, penalty, attachment, cost or expense, including reasonable attorneys' fees, arising from any demands, claims or lawsuits against the Member or the Company's or the Member's respective affiliates, agents, employees, advisors, consultants or other independent contractors, in or as a result of or relating to its capacity, actions or omissions as Member, or as an affiliate, agentofficer, employee, advisor, consultant Tax Matters Member or other independent contractor agent of the Company, or arising from is or relating was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Person in connection with such action, suit or proceeding, if the Person acted in good faith and in a manner the Person reasonably believed to be in or not opposed to the business or activities undertaken on behalf best interests of the Company, includingand, without limitationwith respect to any criminal action or proceeding, any demands, claims or lawsuits initiated by a Member; provided that had no reasonable cause to believe the acts or omissions of the Member or the Company's or the Member's affiliate, agent, employee, advisor, consultant or other independent contractor seeking indemnification are not found by a court of competent jurisdiction upon entry of a final judgment to be the result of bad faith, fraud, willful misconduct, or a knowing violation of the criminal law by the person seeking indemnification, or to have violated such a lesser standard of Person’s conduct as under applicable law affirmatively prevents indemnification hereunderwas unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, or conviction shall not, of itself, create a presumption that the Member or the Company's or the Member's respective affiliates, agents, employees, advisors, consultants or other independent contractors shall not be entitled to indemnification hereunder or that the Member or the Company's or the Member's respective affiliates, agents, employees, advisors, consultants or other independent contractors Person did not act in good faith and in a manner that it or they which the Person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the Person’s conduct was unlawful. The Company may indemnify, to the fullest extent permitted by law, any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Person is or was a Director, officer, employee, Tax Matters Member or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by the Person in connection with the defense or settlement of such action or suit if the Person acted in good faith and in a manner the Person reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper. To the extent that a present or former Director, officer or Tax Matters Member of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in this Section 13.1(a), or in defense of any claim, issue or matter therein, such Person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such Person in connection therewith. Each of the Persons entitled to be indemnified for expenses and liabilities as contemplated above may, in the performance of his, her or its duties, consult with legal counsel and accountants, and any act or omission by such Person on behalf of the Company in furtherance of the interests of the Company in good faith in reliance upon, and in accordance with, the advice of such legal counsel or accountants will be full justification for any such act or omission, and such Person will be fully protected for such acts and omissions; provided, that such legal counsel or accountants were selected with reasonable care by or on behalf of the Company.

Indemnification and Advances. (a) To As and to the full extent permitted by lawlaw and by Section 1705 of the Act, the Company shall intends to and shall, indemnify, defend and hold each Member (including by the use of such term for purposes of this Section, the Manager in its capacity as such and, if the Manager also is a Member, also separately in its capacity as a Member) harmless from and against, and may, with the approval of a majority vote of the Members, indemnify, defend defend, and hold the Company's and the each such Member's respective affiliates, agents, employees, advisors, consultants and other consultants, or independent contractors, (hereinafter, collectively, "Agents"; singly, an "Agent") harmless from and against, any loss, liability, damage, fine, judgment, penalty, attachment, cost cost, or expense, including reasonable attorneys' fees, arising from any demands, claims claims, or lawsuits suits against each or any Member, the Member or Manager, the Company's , or the Member's respective affiliatesany Agent, agents, employees, advisors, consultants or other independent contractors, in or as a result of arising from or relating to its the capacity, actions actions, or omissions as of the Company, or of any Member, or as an affiliate, agent, employee, advisor, consultant or other independent contractor of the CompanyManager, or of an Agent, or arising from or relating to the business or activities undertaken on behalf of the Company in the ordinary course of the Company's business, including, without limitation, any demands, claims claims, or lawsuits initiated by a Member; provided that , unless the acts or omissions of any Member, the Member or Manager, the Company's , or the Member's affiliate, agent, employee, advisor, consultant or other independent contractor any Agent seeking indemnification are not found by a court of competent jurisdiction upon entry of a final judgment to be have been the result of bad faith, fraud, willful misconduct, or a knowing violation of the criminal law by the person or entity seeking indemnification, or to have violated such a any lesser standard of conduct as that under applicable law affirmatively prevents indemnification hereunder. The termination of any action, suit suit, or proceeding by judgment, order, settlement, plea of nolo contendere (or its equivalent), or conviction shall not, of itself, create a presumption that a Member, the Member or Manager, the Company's , or the Member's respective affiliates, agents, employees, advisors, consultants or other independent contractors any Agent shall not be entitled to indemnification hereunder or that such Member, the Member Manager, or the Company's , or the Member's respective affiliates, agents, employees, advisors, consultants or other independent contractors such Agent did not act in good faith and in a manner that it or they each reasonably believed to be in or not opposed to the best interests of the Company.. (b) Upon approval by a majority vote of

Indemnification and Advances. (a) To As and to the full extent permitted by lawlaw and by ss. 13.1-1009 of the Act, the Company shall intends to and shall, indemnify, defend and hold each Member (including by the use of such term for purposes of this Section, the Manager in its capacity as such and, if the Manager also is a Member, also separately in its capacity as a Member) harmless from and against, and may, with the approval of a majority vote of the Members, indemnify, defend defend, and hold the Company's and the each such Member's respective affiliates, agents, employees, advisors, consultants and other consultants, or independent contractors, (hereinafter, collectively, "Agents"; singly, an "Agent") harmless from and against, any loss, liability, damage, fine, judgment, penalty, attachment, cost cost, or expense, including reasonable attorneys' fees, arising from any demands, claims claims, or lawsuits suits against each or any Member, the Member or Manager, the Company's , or the Member's respective affiliatesany Agent, agents, employees, advisors, consultants or other independent contractors, in or as a result of arising from or relating to its the capacity, actions actions, or omissions as of the Company, or of any Member, or as an affiliate, agent, employee, advisor, consultant or other independent contractor of the CompanyManager, or of an Agent, or arising from or relating to the business or activities undertaken on behalf of the Company in the ordinary course of the Company's business, including, without limitation, any demands, claims claims, or lawsuits initiated by a Member; provided that , unless the acts or omissions of any Member, the Member or Manager, the Company's , or the Member's affiliate, agent, employee, advisor, consultant or other independent contractor any Agent seeking indemnification are not found by a court of competent jurisdiction upon entry of a final judgment to be have been the result of bad faith, fraud, willful misconduct, or a knowing violation of the criminal law by the person or entity seeking indemnification, or to have violated such a any lesser standard of conduct as that under applicable law affirmatively prevents indemnification hereunder. The termination of any action, suit suit, or proceeding by judgment, order, settlement, plea of nolo contendere (or its equivalent), or conviction shall not, of itself, create a presumption that a Member, the Member or Manager, the Company's , or the Member's respective affiliates, agents, employees, advisors, consultants or other independent contractors any Agent shall not be entitled to indemnification hereunder or that such Member, the Member Manager, or the Company's , or the Member's respective affiliates, agents, employees, advisors, consultants or other independent contractors such Agent did not act in good faith and in a manner that it or they each reasonably believed to be in or not opposed to the best interests of the Company.