Indemnity of the Managers. The Company shall indemnify the Manager and make advances for expenses to the maximum extent permitted under the Act.
Indemnity of the Managers. The Company shall, to the maximum extent permitted or required by law, indemnify, defend and hold harmless any Manager, officer, employee or agent, (each, an “Actor”), to the extent of the Company’s assets, for, from and against any liability, damage, cost, expense, loss, claim or judgment incurred by the Actor arising out of any claim based upon acts performed or omitted to be performed by the Company, its Members, its Manager or any of its or their officers, employees or agents in connection with the business of the Company acting in capacity as a Manager, officer, employee or agent of the Company, including without limitation, attorneys’ fees and costs incurred by the Actor in settlement or defense of such claims. Notwithstanding the foregoing, no Actor shall be so indemnified, defended, or held harmless for claims based upon its acts or omissions in breach of this Agreement or which constitute: (a) a willful failure to deal fairly with the Company or its Members in connection with a matter in which the Actor has a material conflict of interest; (b) a violation of a criminal law (unless the Actor had reasonable cause to believe that the Person’s conduct was lawful or no reasonable cause to believe that the conduct was unlawful); (c) a transaction from which the Actor derived an improper personal profit; or (d) willful misconduct. Amounts incurred by an Actor in connection with any action or suit arising out of or in connection with Company affairs shall be reimbursed by the Company if such action or suit arises in a matter for which indemnification is available under this Section 5.7 (provided that the Company shall in all events advance expenses of defense, but only if the Actor undertakes in writing to repay the advanced funds to the Company if the Actor is finally determined by a court of competent jurisdiction not to be entitled to indemnification pursuant to the provisions of this Section).
Indemnity of the Managers. Officers, Employees and Other Agents. The Company shall indemnify the Managers, Officers, employees of the Company, and other agents and make advances for expenses to the maximum extent permitted under the Act, consistent with any employment or indemnification agreement with such Person, except to the extent the claim for which indemnification is sought results from any negligence, fraud or intentional acts by such Person.
Indemnity of the Managers. Members.
Indemnity of the Managers. The Manager(s) shall be indemnified by the Company under the following circumstances and in the manner and to the extent indicated:
Indemnity of the Managers. The Manager shall be indemnified by the Company to the fullest extent permitted by law.
