Indemnification of Members, Managers and Officers. 81 14.1 Indemnification by a Class A Member ............................... 81 14.2 Indemnification by the Company .................................... 81 14.3 Survival; Limitations; Procedures ................................. 82 14.4
Indemnification of Members, Managers and Officers. (a) The Company shall indemnify each Covered Person and each Person serving at the request of the Company as a manager, director, officer, employee, partner, member or trustee of another entity (solely for purposes of this Section 7.3, all of the foregoing persons and entities being referred to individually as an “indemnified party” and collectively as “indemnified parties”), to the fullest extent permitted by the Act and other applicable law, and shall save and hold each indemnified party harmless from, and in respect of, all (A) fees, costs and expenses incurred in connection with or resulting from any claim, action or demand against such indemnified party that arise out of or in any way relate to the Company, its properties, business or affairs, and (B) such claims, actions and demands, and any losses or damages resulting from such claims, actions and demands, including amounts paid in settlement or compromise (if recommended by attorneys for the Company) of any such claim, action or demand; provided, however, that this indemnification shall apply only so long as such action or failure to act did not constitute (i) fraud, (ii) willful misconduct or (iii) a breach of this Agreement, in each case as finally determined by a court of competent jurisdiction, and (C) in the case of any criminal proceeding, action or claim, such Person had no reasonable cause to believe its conduct was unlawful.
Indemnification of Members, Managers and Officers. 14.1 Indemnification by a Class A Member. Subject to Section 14.3, each Class A Member (the "Indemnifying Member") shall indemnify, defend and hold harmless the Company, the other Members, the other Members' Affiliates, and the other Members' and each such Affiliate's officers, directors, employees, agents and representatives, and the Company's Managers and officers (collectively the "Other Indemnified Persons") from and against any and all claims, demands, actions, suits, damages, liabilities, losses, costs and expenses (including reasonable attorneys' fees and out-of-pocket disbursements), judgments, fines, settlements and other amounts (collectively "Damages"), to the extent caused by, resulting from or arising out of or in connection with any of the following: <PAGE>
Indemnification of Members, Managers and Officers. (a) The Certificate of Incorporation and By-Laws of the Surviving Corporation shall contain the provisions with respect to indemnification substantially similar to those in the Operating Agreement on the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years after the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were members, managers or officers of the Company in respect of actions or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), unless such modification is required by law.
Indemnification of Members, Managers and Officers. (a) To the fullest extent permitted by applicable law, each Manager and each Officer (and their respective heirs, executors and administrators) shall be indemnified by the Company (and any receiver, liquidator or trustee of, or successor to, the Company) from and against any and all liabilities, obligations, losses, damages, penalties, costs or expenses (including, without limitation, all costs and expenses of defense, appeal or settlement reasonably incurred by or imposed upon him) in connection with or arising out of any action, suit or proceeding in which he may be involved and which relates in any way to the Company or its business and assets, or to which he may be made a party by reason of his being or having been a Manager or Officer of the Company or, at its request, a partner or officer of any partnership, limited liability company or corporation of which it is a partner, stockholder or creditor and for which he is not entitled to be indemnified (whether or not he continues to be a Manager or Officer at the time of imposing or incurring such expenses); provided, however, that no such indemnification shall be provided hereunder in respect of matters as to which a court of competent jurisdiction has entered a final and non-appealable judgment in such action, suit or proceeding that he is liable for breach of any duty expressly imposed by this Agreement; intentional misconduct; a knowing violation of law; or any transaction from which such Manager or Officer derived an improper personal benefit. With respect to any criminal action or proceeding, no such indemnification shall be provided hereunder if such Manager or Officer had reasonable cause to believe that his or her conduct was unlawful. In the event of a settlement of any such action, suit or proceeding, indemnification shall be provided hereunder only in connection with such matters covered by the settlement as to which the Company is advised by counsel that the person to be indemnified did not commit a breach of duty; intentional misconduct; a knowing violation of law; derive an improper personal benefit from a transaction; or have reasonable cause to believe that his or her conduct was unlawful. Notwithstanding the foregoing, no indemnification shall be provided hereunder in respect of any claim by the Company or any Member against a Manager or Officer other than a claim for costs and expenses of defense, appeal and settlement reasonably incurred by or imposed on him and otherwise indemnifiabl...
Indemnification of Members, Managers and Officers. AGENTS AND EMPLOYEES A Member, Manager, or Officer, agent, employee or former Member, Manager, Officer or other person acting on behalf of the Company (the "Indemnified Party") shall have no liability to the Company or to any other Member, Manager, or Officer for his or her good faith reliance on the provision of this Agreement including, without any limitation, provisions that relate to the scope of duties, including the fiduciary duties, of Members, Managers, and Officers. Subject to such standards and restrictions as set forth in the Certificate of Formation and this Agreement, the Company shall indemnify any and all its Members, Managers, Officers, or any persons, or such persons estate or intestate, who may have served at its request, or by its election or by its appointment as a Member, Manager, or Officer , against expenses, including attorney's fees, actually and necessarily incurred by them in connection with the defense or settlement of any action, suit, or proceeding in which they, or any of them , are made parties, or a party, by reason of being or having been Members, Managers, or Officers of the Company, except in relation to matters as to which any such Member, Manager, or Officer, either current or former, or personal shall be adjudged in such action, suit or proceeding to be liable for willful misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability as set forth therein, and may advance such expenses, all in accord with the law of Delaware. The indemnification provided hereby shall not be deemed exclusive under any agreement or otherwise, as both to action in his official capacity and as to action in another capacity while holding such office. The Company may purchase and maintain insurance on behalf of any Member, Manager, Officer against any liability asserted against and incurred by them to the extent the Company would have the power to indemnify them against such liability under the provision of this Agreement and the law of Delaware. Notwithstanding a written agreement to the contrary, no Member shall be personally liable to the Company or any other Member for damages of any breach of duty in such capacity, provided that such liability shall not be limited if a judgment or other final adjudication adverse to such Member establishes that his acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that he perso...
Indemnification of Members, Managers and Officers. 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, including but not limited to an action by or in the right of the Company, by reason of the fact that such person is or was a Member, Manager or officer of the Company, or is or was serving at the request of the Company as a manager, director, officer, employee or agent of another company, 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 such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she 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 his or her 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 he or she reasonably believed to be in or 24 30 not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
Indemnification of Members, Managers and Officers. Unless otherwise prohibited by law, and subject to Section 13.15, the Company shall indemnify and hold harmless the Members, Managers, and the officers of the Company, the respective officers, directors, and employees of the Members and Managers, and their respective successors (individually, an “Indemnitee”) from any claim, loss, expense, liability, action, or damage resulting from any act or omission performed by or on behalf of or omitted by the Indemnitee in its capacity as a Member, Manager, or officer, including, without limitation, reasonable costs and expenses of its attorneys engaged in defense of any such act or omission; provided, however, that the Indemnitees shall not be indemnified or held harmless for any act or omission that is in violation of any of the provisions of this Agreement or that constitutes fraud, gross negligence, or willful misconduct. Any indemnification pursuant to this Section 11.01 shall be made only out of the assets of the Company. Notwithstanding the foregoing or any other Section, subsection, or provision herein or in applicable law to the contrary, until the Final Day, any obligation of the Company to indemnify and/or hold harmless its Members and Managers, and/or their respective officers, directors, and employees, shall be fully subordinate to all obligations under the PCA and RPA and shall not constitute a claim against the Company for any purpose, including, without limitation, for purposes of commencing an involuntary petition against the Company under any Chapter of the Bankruptcy Code.
Indemnification of Members, Managers and Officers. The Company shall indemnify each Member, Manager and officer to the extent required by law and, in addition, shall indemnify each Manager as specifically provided herein.
Indemnification of Members, Managers and Officers. The Company shall indemnify each Indemnified Party against all Expenses, amounts paid in settlement, judgments, fines, penalties and ERISA excise taxes actually and reasonably incurred by or levied against such Indemnified Party in connection with such Proceeding if such Indemnified Party acted in good faith and in a manner such Indemnified Party reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal Proceeding, had no reasonable cause to believe such Indemnified Party's conduct was unlawful. The termination of any Proceeding, whether by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that an Indemnified Party did not act in good faith and in a manner which it reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that an Indemnified Party had reasonable cause to believe that such Indemnified Party's conduct was unlawful. To the fullest extent permitted by applicable law, an Indemnified Party shall be conclusively presumed to have met the relevant standards of conduct, as defined by the laws of the State of California or other applicable jurisdictions, for indemnification pursuant to this Section 11.2, unless and until a court of competent jurisdiction, after all appeals, finally determines to the contrary, and the Company shall bear the burden of proof of establishing by clear and convincing evidence that such Indemnified Party failed to meet such standards of conduct. In any event, the Indemnified Party shall be entitled to indemnification from the Company to the fullest extent permitted by applicable law, including, without limitation, any amendments thereto subsequent to the date of this Agreement that increase the protection of the Members, the Manager and the officers of the Company allowable under such laws. For purposes herein, an Indemnified Party shall be treated as "acting in good faith and in a manner such Indemnified Party reasonably believed to be in or not opposed to the best interests of the Company" unless such Indemnified Party engaged in gross negligence, bad faith or intentional misconduct.
