Indemnification of Manager. Except as limited by law, the Fund shall indemnify the Manager for all expenses, losses, liabilities and damages the Manager actually and reasonably incurs in connection with the defense or settlement of any action arising out of or relating to the conduct of the Fund’s activities, except an action with respect to which the Manager is adjudged to be liable for breach of a fiduciary duty owed to the Fund or the Members under the Act or this Agreement. The Fund shall advance the costs and expenses of defending actions against the Manager arising out of or relating to the management of the Fund, provided it first receives the written undertaking of the Manager to reimburse the Fund if ultimately found not to be entitled to indemnification.
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Samples: Operating Agreement (Bayou City Exploration, Inc.), Operating Agreement (Bayou City Exploration, Inc.), Operating Agreement (Bayou City Exploration, Inc.)
Indemnification of Manager. Except as limited by law, the Fund shall indemnify the Manager for all expenses, losses, liabilities and damages the Manager actually and reasonably incurs in connection with the defense or settlement of any action arising out of or relating to the conduct of the Fund’s activities, except an action with respect to which the Manager is adjudged to be liable for breach of a fiduciary duty owed to the Fund or the Members under the Act or this Agreement. The Fund shall advance the costs and expenses of defending actions against the Manager arising out of or relating to the management of the Fund, provided it first receives the written undertaking of the Manager to reimburse the Fund if ultimately found not to be entitled to indemnification.
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