Indemnification of the Members. The Company shall indemnify and hold harmless the Members, the Committee Members, and their Affiliates, and their respective Agents and/or the legal representatives of any of them, and each other Person who may incur liability as a Member or otherwise in connection with the management or ownership of the Company (each, an "Indemnified Party"), against all liabilities and expenses (including amounts paid in satisfaction of judgments, in compromise, as fines and penalties, and as counsel fees) reasonably incurred by him, her or it in connection with the investigation, defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which any Indemnified Party may be involved or with which he, she or it may be threatened, while a Member or serving in such other capacity or thereafter, by reason of its being or having been a Member, or by serving in such other capacity, except with respect to any matter which constitutes willful misconduct, bad faith, gross negligence or reckless disregard of the duties of his office, or criminal intent. The Company shall have the right to approve any counsel selected by any Indemnified Party and to approve the terms of any proposed settlement. The rights accruing to a Member and each other Indemnified Party under this Section 13.1 shall not exclude any other right to which it or they may be lawfully entitled; provided that any right of indemnity or reimbursement granted in this Section 13.1 or to which any Indemnified Party may be otherwise entitled may only be satisfied out of the assets of the Company, and no Member and no withdrawn Member shall be personally liable with respect to any such claim for indemnity or reimbursement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 13.1 shall not be construed so as to provide for the indemnification of a Member or any other Indemnified Party for any liability to the extent (but only to the extent) that such indemnification would be in violation of applicable law or such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 13.1 to the fullest extent permitted by law.
Indemnification of the Members. The Company shall indemnify, protect, defend and hold harmless the Members, in their capacity as Members (as opposed to the Manager which is indemnified pursuant to Section 7.7 in its capacity as the Manager), and their owners, Affiliates, officers, directors, partners, managers, employees, agents, assigns, principals and trustees (each an “Indemnified Party”), from and against any loss, liability, damage, cost or expense (including reasonable legal fees and expenses incurred in defense of any demands, claims or lawsuits) arising from actions or omissions concerning business or activities undertaken by or on behalf of the Company from any source. The Company shall advance to any Person entitled to indemnification pursuant to this Section such funds as shall be required to pay reasonable legal fees and expenses incurred in defense of any demands, claims or lawsuits as they become due. Notwithstanding the foregoing, if the claim for indemnification is in connection with an action against the Company, or against another Indemnified Party by the Person requesting the indemnification, the Company shall have no such obligation to advance any funds for the payment of legal fees and expenses. The obligations contained herein shall survive the termination or expiration of the Agreement until such time as an action against the Members is absolutely barred by the statute of limitations.
Indemnification of the Members the Managing Member and any Affiliate.
Indemnification of the Members. (a) Unless otherwise provided in Section 5.05(e) hereof and subject to Section 5.05(f) hereof, the Company, its receiver or its trustee (in the case of its receiver or trustee, to the extent of Property) shall indemnify, save harmless, and pay all Expenses of any Member, any Member’s partner, any partners, stockholders, officers, directors, employees or agents of any of them relating to any Expenses incurred by reason of any act performed or omitted to be performed by any Member, or officer, director, employee or agent of any Member in connection with the business of the Company.
Indemnification of the Members. ACME shall indemnify, defend and hold the Members harmless from and against any and all Loss and Expense suffered, directly or indirectly, by the Members after the Closing Date by reason of, or arising out of, (1) any material breach of a representation or warranty made by ACME pursuant to this Agreement or (2) any material failure by ACME to perform or fulfill any of its covenants or agreements set forth in this Agreement.
Indemnification of the Members. (a) The Company shall indemnify and hold harmless the Managers, the Members, their Affiliates and their respective members, partners, officers, directors, employees and agents (each, an “Indemnified Party”), from and against any Losses suffered or sustained by an Indemnified Party, by reason of any acts, omissions or alleged acts or omissions arising out of such Indemnified Party’s activities on behalf of the Company or in furtherance of the interests of the Company, except that the Company shall not be responsible under this Section 8.10(a) to an Indemnified Party for any Losses to the extent such Losses have been determined by a final decision on the merits by a court or other body of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, fraud, gross negligence, reckless disregard or willful misconduct. Notwithstanding the indemnification provided in this Section 8.10, the Company may, but shall not be obligated to, carry such liability insurance for its Managers and officers as the Board determines necessary or appropriate.
Indemnification of the Members. To the fullest extent permitted by the Statute and all other applicable laws, Palace shall indemnity and hold harmless the Members, and holders of economic interests in Palace and their respective officers, directors, employees, agents and Principals (individually, an "Indemnitee") from and against any and all losses, claims, demands, costs, damages, liabilities, joint and several, expenses of any nature (including, without limitation, reasonable attorneys' fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which the Indemnitee was involved or may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the Business of Palace, excluding liabilities to any Member, regardless of whether the Indemnitee continues to be a Member, a holder of an economic interest, or an officer, director, employee, agent or Principal of the Member at the time any such liability or expense is paid or incurred.
Indemnification of the Members. (i) Subject to paragraph (ii) of this Section 4.4, the LLC 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 LLC) by reason of the fact that such Person is or was a Member, officer, employee or agent of the LLC, or is or was serving at the request of the LLC as a member, director, partner, officer, employee or agent of Another Enterprise (as defined in paragraph (iii) of this Section 4.4) (an “Indemnified Party”), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Indemnified Party in connection with such action, suit or proceeding if such Indemnified Party acted in good faith and in a manner it reasonably believed to be in or not opposed to the best interests of the LLC, and, with respect to any criminal action or proceeding, had no reasonable cause to believe its conduct was unlawful. The LLC 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 or suit, by or in the right of the LLC to procure a judgment in its favor by reason of the fact that such Person was an Indemnified Party, against expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Party in connection with the defense of such action or suit, if such Indemnified Party acted in good faith and in a manner it reasonably believed to be in or not opposed to the best interests of the LLC; provided, however, 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 for negligence or misconduct in the performance of its duty to the LLC.
Indemnification of the Members. Subject to the terms and conditions of this Article 12, from and after the Closing Date, Buyer shall indemnify, defend and hold each Member, any Affiliate of the Members and each of their respective directors, officers, employees, agents, successors and permitted assigns (collectively, the “Member Indemnified Parties” and together with Buyer Indemnified Parties, the “Indemnified Parties”), harmless from and against and any all Losses that any such Member Indemnified Party has suffered, sustained, incurred or become subject to arising out of or resulting from:
Indemnification of the Members. The Members and all Affiliates of the Members and their respective shareholders, partners, officers, directors and employees (hereinafter referred to individually as an "Indemnitee") shall not be liable to the Company or any other Member for any loss incurred in connection with any action or inaction of an Indemnitee, if such Indemnitee, in good faith, determined that such course of conduct was in the best interest of the Company and did not constitute gross negligence of such Indemnitee. An Indemnitee shall be indemnified and held harmless by the Company against any and all losses, judgments, liabilities, expenses, costs (including attorney's fees) actually and necessarily incurred by said Indemnitee in connection with the defense of any suit or action (including, without limitation, all costs of appeal) to which the Indemnitee is made a party by reason of its position herein, to the fullest extent permitted under the provisions of the Act or any other applicable statute. Nothing herein shall make any Affiliate of a Member liable in any way for the acts, omissions, obligations or liabilities of a Member.
