Common use of Indemnification of the Members Clause in Contracts

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Party may be otherwise entitled may only be satisfied out of the assets of the Company, and no Member and no withdrawn Member shall be personally liable with respect to any such claim for indemnity or reimbursement.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 and indemnify, hold harmless and place in funds the Members, the Committee MembersDirectors, and their respective Affiliates, and their respective Agents 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 criminalcriminal (a "Proceeding"), 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 him, her or it 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 10.1 shall not exclude any other right to which it he, she or they may be lawfully entitled; provided that any right of indemnity or reimbursement granted in this Section 13.1 10.1 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 10.1 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 10.1 to the fullest extent permitted by law. The right to indemnification conferred in this Article 10 shall be a contract right and shall include the right to be paid by the Company the expenses (including reasonable attorneys' fees) incurred in defending any Proceeding in advance of its final disposition (an "Advancement of Expenses"); provided, however, that, if Delaware law so requires, an Advancement of Expenses incurred by an Indemnified Party shall be made only upon delivery to the Company of an undertaking (an "Undertaking"), by or on behalf of such Indemnified Party, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnified Party is not 66 entitled to be indemnified for such expenses under Article 10.

Indemnification of the Members. The Company LLC shall indemnify and hold harmless the Managers, the Officers, the Members, the Committee Members, and their Affiliates, Affiliates and their respective Agents and/or officers, directors, employees and agents and the legal representatives heirs, executors, successors and assigns of each of the foregoing (individually, an "INDEMNITEE") from and against any and all losses, claims, demands, costs, damages, liabilities, joint and several, expenses of any of themnature (including reasonable attorneys' fees and disbursements), judgments, fines, settlements and each other Person who 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 incur liability be involved, or threatened to be involved, as a Member party or otherwise otherwise, arising out of or in connection with the management or ownership business of the Company (eachLLC, regardless of whether the Indemnitee continues to be an "Indemnified Party")Officer, 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, an Affiliate, or by serving in such other capacityan officer, except with respect to any matter which constitutes willful misconductdirector, bad faith, gross negligence employee or reckless disregard agent of the duties of his office, or criminal intent. The Company shall have Member at 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 time any such claim for indemnity liability or reimbursement. Notwithstanding any of the foregoing to the contraryexpense is paid or incurred, 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 lawthe Statute and all other applicable laws; provided, that an Indemnitee shall be entitled to indemnification hereunder only to the extent that such Indemnitee's conduct did not constitute bad faith, willful misconduct, gross negligence or a material breach of this Agreement. The termination of any proceeding by settlement, judgment, order, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that such Indemnitee's conduct constituted bad faith, willful misconduct, gross negligence or a material breach of this Agreement. The right of any Indemnitee to the indemnification provided herein shall be cumulative of, and in addition to, any and all rights to which such Indemnitee may otherwise be entitled by contract or as a matter of law or equity and shall extend to such Indemnitee's successors, assigns and legal representatives. The provisions of this Article X shall in no way alter, amend or limit the indemnification obligations of the Members under the Contribution Agreement.

Indemnification of the Members. The Company LLC shall indemnify and hold harmless the Managers, the Officers, the Members, the Committee Members, and their Affiliates, Affiliates and their respective Agents and/or officers, directors, employees and agents and the legal representatives heirs, executors, successors and assigns of each of the foregoing (individually, an "INDEMNITEE") from and against any and all losses, claims, demands, costs, damages, liabilities, joint and several, expenses of any of themnature (including reasonable attorneys' fees and disbursements), judgments, fines, settlements and each other Person who 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 incur liability be involved, or threatened to be involved, as a Member party or otherwise otherwise, arising out of or in connection with the management or ownership business of the Company (eachLLC, regardless of whether the Indemnitee continues to be an "Indemnified Party")Officer, 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, an Affiliate, or by serving in such other capacityan officer, except with respect to any matter which constitutes willful misconductdirector, bad faith, gross negligence employee or reckless disregard agent of the duties of his office, or criminal intent. The Company shall have Member at 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 time any such claim for indemnity liability or reimbursement. Notwithstanding any of the foregoing to the contraryexpense is paid or incurred, 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 lawthe Statute and all other applicable laws; PROVIDED, that an Indemnitee shall be entitled to indemnification hereunder only to the extent that such Indemnitee's conduct did not constitute bad faith, willful misconduct, gross negligence or a material breach of this Agreement. The termination of any proceeding by settlement, judgment, order, conviction, or upon a plea of NOLO CONTENDERE or its equivalent shall not, of itself, create a presumption that such Indemnitee's conduct constituted bad faith, willful misconduct, gross negligence or a material breach of this Agreement. The right of any Indemnitee to the indemnification provided herein shall be cumulative of, and in addition to, any and all rights to which such Indemnitee may otherwise be entitled by contract or as a matter of law or equity and shall extend to such Indemnitee's successors, assigns and legal representatives. The provisions of this Article X shall in no way alter, amend or limit the indemnification obligations of the Members under the Contribution Agreement, including without limitation the obligations of CNET with respect to "Retained Liabilities" as defined in the Contribution Agreement, and to the extent that a Member is obligated under the Contribution Agreement to provide any indemnification for any "Losses and Expenses" (as defined in the Contribution Agreement), any indemnity of such Member under this Article X with respect to such "Losses and Expenses" shall not apply.