Common use of Indemnification of Indemnitee Clause in Contracts

Indemnification of Indemnitee. Subject to the operation of Section 2, Indemnitee shall be indemnified and held harmless by Indemnitor to the fullest extent authorized by the Delaware Limited Liability Company Act (the “Act”), as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits Indemnitor to provide broader indemnification rights than such law permitted Indemnitor to provide prior to such amendment) against any and all Expenses (as defined below), judgments, penalties, fines and amounts paid in settlement, in each case to the extent actually incurred by Indemnitee or on Indemnitee’s behalf in connection with any threatened, pending or completed Proceeding (as defined below) or any claim, issue or matter therein, which Indemnitee is, or is threatened to be made, a party to or participant in by reason of such Indemnitee’s status as a Manager or former Manager of Indemnitor, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of Indemnitor and, with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful. Notwithstanding the foregoing, in the event Delaware’s General Corporation Law (the “DGCL”) would provide greater rights to indemnification than the Act, then, to the extent not prohibited by the Act and subject to the operation of Section 2, Indemnitee shall be indemnified and held harmless by Indemnitor to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits Indemnitor to provide broader indemnification rights than such law permitted Indemnitor to provide prior to such amendment) against any and all Expenses (as defined below), judgments, penalties, fines and amounts paid in settlement, in each ease to the extent actually incurred by Indemnitee or on Indemnitee’s behalf in connection with any threatened, pending or completed Proceeding (as defined below) or any claim, issue or matter therein, which Indemnitee is, or is threatened to he made, a party to or participant in by reason of such Indemnitee’s status as a Manager or former Manager of Indemnitor, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of Indemnitor and, with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful (assuming in each case for such purposes that Indemnitee was a director of Indemnitor and Indemnitor was a corporation incorporated under the DGCL). The rights of indemnification provided by this Section 1 shall exist as to Indemnitee after he or she has ceased to be a Manager and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives. Notwithstanding the foregoing, Indemnitor shall indemnify Indemnitee seeking indemnification in connection with a Proceeding initiated by Indemnitee only if such Proceeding was authorized by the Board of Managers of Indemnitor. Indemnitor hereby agrees to indemnify such Indemnitee’s spouse (whether by statute or at common law and without regard to the location of the governing jurisdiction) and children as express third-party beneficiaries hereunder to the same extent and subject to the same limitations applicable to Indemnitee hereunder for claims arising out of the status of such person as a spouse or child of Indemnitee, including claims seeking damages from marital property (including community property) or property held by such Indemnitee and such spouse or property transferred to such spouse or child.

Indemnification of Indemnitee. Subject The Corporation shall hold harmless, indemnify and advance expenses to the operation of Section 2, Indemnitee shall be indemnified as provided in this Agreement and held harmless by Indemnitor to the fullest extent authorized authorized, permitted or required by the Delaware Limited Liability Company Act (provisions of the “Act”)Bylaws and the DGCL, as the same exists or may hereafter be amended from time to time (but, in the case of any such amendment, only to the extent that such amendment permits Indemnitor the Corporation to provide broader indemnification rights than such law were permitted Indemnitor to provide by the Bylaws or the DGCL prior to adoption of such amendment) against any and all Expenses (as defined below); provided, judgmentshowever, penalties, fines and amounts paid in settlement, in each case to the extent actually incurred by Indemnitee or on Indemnitee’s behalf in connection with any threatened, pending or completed Proceeding (as defined below) or any claim, issue or matter therein, which Indemnitee is, or is threatened to be made, a party to or participant in by reason of such Indemnitee’s status as a Manager or former Manager of Indemnitor, if that Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of Indemnitor the Corporation and, with respect to any criminal Proceedingaction or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. Notwithstanding ; provided further, that the foregoing, in the event Delaware’s General Corporation Law (the “DGCL”) would provide greater rights to indemnification than the Act, then, to the extent shall not prohibited by the Act and subject to the operation of Section 2, indemnify Indemnitee shall be indemnified and held harmless by Indemnitor to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits Indemnitor to provide broader indemnification rights than such law permitted Indemnitor to provide prior to such amendment) against any and all Expenses (as defined below), judgments, penalties, fines and amounts paid in settlement, in each ease to the extent actually incurred by Indemnitee or on Indemnitee’s behalf in connection with any threatenedproceeding (or part thereof) initiated by Indemnitee, pending or completed Proceeding (as defined below) or any claimproceeding by Indemnitee against the Corporation or its directors, issue officers, employees or matter thereinother agents, which Indemnitee isunless (i) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the DGCL, or (ii) the proceeding is threatened to he made, a party to or participant in by reason of such Indemnitee’s status as a Manager or former Manager of Indemnitor, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of Indemnitor and, initiated with respect to any criminal Proceeding, had no reasonable cause a proceeding to believe his or her conduct was unlawful (assuming in each case for such purposes that Indemnitee was a director of Indemnitor and Indemnitor was a corporation incorporated under the DGCL)enforce rights to indemnification pursuant to Section 8 hereof. The rights of indemnification Indemnitee provided by under the preceding sentence shall include, but shall not be limited to, the rights set forth in the other sections of this Section 1 shall exist as to Indemnitee after he or she has ceased to be a Manager and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives. Notwithstanding the foregoing, Indemnitor shall indemnify Indemnitee seeking indemnification in connection with a Proceeding initiated by Indemnitee only if such Proceeding was authorized by the Board of Managers of Indemnitor. Indemnitor hereby agrees to indemnify such Indemnitee’s spouse (whether by statute or at common law and without regard to the location of the governing jurisdiction) and children as express third-party beneficiaries hereunder to the same extent and subject to the same limitations applicable to Indemnitee hereunder for claims arising out of the status of such person as a spouse or child of Indemnitee, including claims seeking damages from marital property (including community property) or property held by such Indemnitee and such spouse or property transferred to such spouse or childAgreement.

Indemnification of Indemnitee. Subject Without regard to any limitations, restrictions or standards in this Agreement or any document or any other matter relating to this Agreement, the operation Company hereby agrees and hereby reiterates and confirms its obligation to hold harmless and indemnify Indemnitee and to advance expenses to or on behalf of Section 2, Indemnitee shall be indemnified and held harmless by Indemnitor to the fullest extent authorized or permitted by the Delaware Limited Liability Company Act (provisions of the “Act”)CCC, as now or hereinafter amended from time to time, and/or the same exists Bylaws, as now or as may hereafter hereinafter be amended (butfrom time to time in accordance with this Agreement. All indemnification and the advancement of expenses in favor of Indemnitee authorized or permitted by the By-Laws, as now or as hereinafter may be amended in accordance with this Agreement, and the CCC, as now or hereinafter amended, is mandatory and not permissive. This Agreement has no adverse effect on the Indemnitee's right to indemnification or the advancement of expenses under the CCC, as now or hereinafter amended from time to time, and/or the Bylaws, as now or as may hereinafter be amended from time to time in accordance with this Agreement, and/or the D&O insurance, and this Agreement is not necessary to create or enforce such rights, although it can, in the case discretion of any Indemnitee, be used for such amendmentpurpose. An intent of this Agreement is to encourage and induce Indemnitee to become a director, only to officer and employee of the extent that such amendment permits Indemnitor to provide broader indemnification Company by providing Indemnitee with the maximum rights than such and remedies permitted by applicable law permitted Indemnitor to provide prior to such amendment) against any and all Expenses (as defined below), judgments, penalties, fines and amounts paid in settlement, in each case to the extent actually incurred by Indemnitee or on Indemnitee’s behalf in connection with any threatened, pending or completed Proceeding (as defined below) or any claim, issue or matter therein, which Indemnitee is, or is threatened to be made, a party to or participant in by reason of such Indemnitee’s status as a Manager or former Manager of Indemnitor, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of Indemnitor and, with respect to any criminal Proceedingindemnification and the advancement of expenses, had no reasonable cause it being understood that Indemnitee believes that serving in such capacities involves certain risks and he would not agree to believe his or her conduct was unlawful. Notwithstanding the foregoing, serve in the event Delaware’s General Corporation Law (the “DGCL”) would provide greater rights to indemnification than the Act, then, to the extent not prohibited by the Act and subject to the operation of Section 2, Indemnitee shall be indemnified and held harmless by Indemnitor to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that capacities absent such amendment permits Indemnitor to provide broader indemnification rights than such law permitted Indemnitor to provide prior to such amendment) against any and all Expenses (as defined below), judgments, penalties, fines and amounts paid in settlement, in each ease to the extent actually incurred by Indemnitee or on Indemnitee’s behalf in connection with any threatened, pending or completed Proceeding (as defined below) or any claim, issue or matter therein, which Indemnitee is, or is threatened to he made, a party to or participant in by reason of such Indemnitee’s status as a Manager or former Manager of Indemnitor, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of Indemnitor and, with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful (assuming in each case for such purposes that Indemnitee was a director of Indemnitor and Indemnitor was a corporation incorporated under the DGCL). The rights of indemnification provided by this Section 1 shall exist as to Indemnitee after he or she has ceased to be a Manager and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives. Notwithstanding the foregoing, Indemnitor shall indemnify Indemnitee seeking indemnification in connection with a Proceeding initiated by Indemnitee only if such Proceeding was authorized by the Board of Managers of Indemnitor. Indemnitor hereby agrees to indemnify such Indemnitee’s spouse (whether by statute or at common law and without regard to the location of the governing jurisdiction) and children as express third-party beneficiaries hereunder to the same extent and subject to the same limitations applicable to Indemnitee hereunder for claims arising out of the status of such person as a spouse or child of Indemnitee, including claims seeking damages from marital property (including community property) or property held by such Indemnitee and such spouse or property transferred to such spouse or childprotections.