Indemnification of Managers. The Company herewith indemnifies and holds harmless the Managers from any and all loss, damage, liability, or expense incurred by them at any time by reason of or arising out of any act performed by them on behalf of the Company or in furtherance of the interest of the Company, except for liability for breach of fiduciary duty, gross negligence, willful misconduct, or fraud; provided, that the satisfaction of any indemnification and any holding harmless shall be from and limited to Company assets and the Member shall not have any personal liability on account thereof.
Indemnification of Managers. The Bank agrees to indemnify and hold harmless each Manager, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”), and each person, if any, who controls any Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:
Indemnification of Managers. The Company shall indemnify, defend and hold harmless each Manager for, from and against any and all loss, damages, liabilities and expenses sustained or incurred by such Manager arising out of acts or omissions committed or alleged to have been committed in accordance with the standard of care set forth in Section 4.04 while acting as a Manager for or on behalf of the Company, except for fraudulent, deceitful or grossly negligent acts or omissions or willful misconduct of such Manager or any act or omission committed in breach of such Manager’s fiduciary duty to the Company. Any indemnification or defense extended under this section will be paid from, and limited to, the assets of the Company, and no Member will have any personal liability for such indemnification.
Indemnification of Managers. 5.8(a) MANDATORY The Company, its receiver or its trustee, shall indemnify, save harmless and pay all judgments and claims against the Managers relating to any liability or damage incurred by reason of any act performed or omitted to be performed by the Managers in connection with the business of the Company, including attorneys' fees incurred by the Managers in connection with the defense of any action based on any such act or omission, which attorneys' fees may be paid as incurred, including all such liabilities under federal and state securities laws (including the Securities Act of 1933, as amended) as permitted by law.
Indemnification of Managers. The terms and provisions of Section 5.7 of this Operating Agreement shall govern the indemnification of Managers under this Operating Agreement. Notwithstanding any other term or provision of this Operating Agreement, the terms and provisions of this Section 18.5 cannot and shall not be amended or repealed under any circumstance, except as may be necessary to ensure the continued compliance of this Operating Agreement with Chapter 86.
Indemnification of Managers. 7.3.1 Subject to Subsection 7.3.4, the Company shall indemnify any 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 right of the Company, by reason of the fact that such Person is or was a Manager, manager, officer, employee or agent of the Company, or is or was serving at the request of the Company as a Manager, manager, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such Person in connection with such action, suit or proceeding, including attorneys’ fees, if such Person acted in good faith and in a manner such 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 no reasonable cause to believe such Person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Person did not act in good faith and in a manner which such 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 such Person’s conduct was unlawful.
Indemnification of Managers. The Partnership agrees to indemnify and hold harmless each Manager, its affiliates (as such term is defined in Rule 501(b) of the 1933 Act Regulations (each, an “Affiliate”)), its selling agents and each person, if any, who controls any Manager within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:
Indemnification of Managers. The Companies, jointly and severally, agree to indemnify and hold harmless each Manager and each person, if any, who controls any Manager within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:
Indemnification of Managers. The Company will 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 or claim arising out of or relating to the conduct of the Company's business, activities, or affairs, except an action with respect to which the Manager is adjudged in a final nonappealable judgment by a court to be liable for breach of a fiduciary duty owed to the Company or the Members under the Act or this Agreement.
Indemnification of Managers. Newco shall agree to exculpate and indemnify each manager to the fullest extent permitted by law and to hold such manager harmless from and against any losses, claims, damages or liabilities incurred or sustained in connection with this venture (other than as a result of such manager's fraud or willful misconduct).
