Common use of Third Party Actions Clause in Contracts

Third Party Actions. The Company shall and hereby does indemnify any person who was or is a party or threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of such person’s being or having been the Manager or an officer of the Company against expenses, judgments, fines, settlements and other amounts reasonably and actually incurred in, or in connection with, such Proceeding. The Company shall also have the power and authority to indemnify any person by reason of such person’s having been an Agent (other than the Manager or an officer) of the Company against all such amounts, such power to be exercised in accordance with Section 5.5(e). But in all events the Company shall indemnify such person (and shall authorize indemnification of such person) only if such AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT person, in such person’s capacity as an Agent, acted in good faith and in a manner such person reasonably believed to be in the best interests of the Company and all Members and, in the case of a criminal Proceeding, such person also had no reasonable cause to believe that such person’s conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon plea of nolo contendere shall not, of itself, create a presumption that such person did not act in good faith or in a manner which such person reasonably believed to be in the best interests of the Company and all Members or that such person had reasonable cause to believe such person’s conduct was unlawful.

Third Party Actions. The Company shall and hereby does indemnify any person who If the Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of the fact that he is or was an Agent of the Company, or by reason of anything done or not done by him in any such person’s being capacity or having been otherwise at the Manager or an officer request of the Company against expensesor any of its officers, judgments, fines, settlements and other amounts reasonably and actually incurred indirectors, or in connection withstockholders, such Proceeding. The Company shall also have the power and authority to indemnify any person by reason of such person’s having been an Agent (other than the Manager or an officer) of the Company against all such amounts, such power to be exercised in accordance with Section 5.5(e). But in all events the Company shall indemnify and hold harmless the Indemnitee against any and all Expenses, losses and liabilities of any type whatsoever (including, but not limited to, judgments, damages, liabilities, losses, fines, excise taxes, penalties and amounts paid in settlement) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of, or otherwise related to such person (and shall authorize indemnification of such person) only Proceeding, if such AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT person, in such person’s capacity as an Agent, he acted in good faith and in a manner such person he reasonably believed to be in in, or not opposed to, the best interests of the Company and all Members Company, and, in the case of a with respect to any criminal action or Proceeding, such person also if he had no reasonable cause to believe that such person’s his conduct was unlawful. The termination of any Proceeding, or any claim, issue or matter in such a Proceeding by reason of settlement, judgment, orderorder or otherwise, settlementshall be deemed to be a successful result as to such Proceeding, conviction claim, issue or upon plea of nolo contendere shall notmatter, of itself, create a presumption so long as there has been no finding (either adjudicated or pursuant to Section 6(c) below) that such person Indemnitee (i) did not act in good faith faith, or (ii) did not act in a manner which such person reasonably believed to be in in, or not opposed to, the best interests of the Company and all Members Company, or that such person (iii) with respect to any criminal Proceeding, had reasonable cause to believe such person’s his conduct was unlawful.

Third Party Actions. The Company shall and hereby does indemnify any person who was or is a party or threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of such person’s being or having been the Manager or an officer of the Company against expenses, judgments, fines, settlements and other amounts reasonably and actually incurred in, or in connection with, such Proceeding. The Company shall also have the power and authority to indemnify any person by reason of such person’s having been an Agent (other than the a Manager or an officer) of the Company against all such amounts, such power to be exercised in accordance with Section 5.5(e). But in all events the Company shall indemnify such person (and shall authorize indemnification of such person) only if such AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT person, in such person’s capacity as an Agent, acted in good faith and in a manner such person reasonably believed to be in the best interests of the Company and all Members and, in the case of a criminal Proceeding, such person also had no reasonable cause to believe that such person’s conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon plea of nolo contendere shall not, of itself, create a presumption that such person did not act in good faith or in a manner which such person reasonably believed to be in the best interests of the Company and all Members or that such person had reasonable cause to believe such person’s conduct was unlawful.

Third Party Actions. The Company shall Corporation shall, to the maximum extent and hereby does in the manner permitted by the DGCL as the same now exists or may hereafter be amended, indemnify any person who was or is a party or is threatened to be made a party to any Proceeding 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 CompanyCorporation) by reason of such person’s being the fact that the person is or having been the Manager was a director, officer, employee or an officer agent of the Company Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise or as a member of any committee or similar body, against expensesexpenses (including attorneys’ fees), judgments, fines, settlements and other amounts paid in settlement actually and reasonably and actually incurred inby the person in connection with such action, suit, or in connection with, such Proceeding. The Company shall also have proceeding if the power and authority to indemnify any person by reason of such person’s having been an Agent (other than the Manager or an officer) of the Company against all such amounts, such power to be exercised in accordance with Section 5.5(e). But in all events the Company shall indemnify such person (and shall authorize indemnification of such person) only if such AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT person, in such person’s capacity as an Agent, acted in good faith and in a manner such the person reasonably believed to be in or not opposed to the best interests of the Company and all Members Corporation, and, in the case of a with respect to any criminal Proceedingaction or proceeding, such person also had no reasonable cause to believe that such the person’s conduct was unlawful. The termination of any Proceeding action, suit, or proceeding by judgment, order, settlement, conviction conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such the person did not act in good faith or and in a manner which such the person reasonably believed to be in or not opposed to the best interests of the Company and all Members Corporation, and, with respect to any criminal action or that such person proceeding, had reasonable cause to believe such that the person’s conduct was unlawful.

Third Party Actions. The Except as may be in contravention of the Court Order, the Company shall and hereby does may indemnify any person who was or is a party or is threatened to be made a party to any Proceeding threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, including all appeals (other than an action action, suit, or proceeding by or in the right of the Company) by reason of such person’s being the fact that he/she is or having been was a Partner, officer, or employee of the Manager Company, or an officer is or was serving at the request of the Company as a manager, trustee, officer, or employee of another company, partnership, joint venture, trust, or other enterprise, against expensesexpenses (including attorneys’ fees), judgments, decrees, fines, settlements penalties, and other amounts paid in settlement actually and reasonably and actually incurred inby him/her in connection with such action, suit, or in connection with, such Proceeding. The Company shall also have the power and authority to indemnify any person by reason of such person’s having been an Agent (other than the Manager or an officer) of the Company against all such amounts, such power to be exercised in accordance with Section 5.5(e). But in all events the Company shall indemnify such person (and shall authorize indemnification of such person) only proceeding if such AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT person, in such person’s capacity as an Agent, he/she acted in good faith and in a manner such person which he reasonably believed to be in or not opposed to the best interests of the Company and all Members and, in the case of a with respect to any criminal Proceedingaction or proceeding, such person also had no reasonable cause to believe that such person’s his/her conduct was unlawful. The termination of any Proceeding action, suit or proceeding by judgment, order, settlement, conviction conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such the person did not act in good faith or and in a manner which such person he/she reasonably believed to be in or not opposed to the best interests interest of the Company and all Members and, with respect to any criminal action or that such person proceeding, had reasonable cause to believe such person’s that his conduct was unlawful.

Third Party Actions. The Except as may be in contravention of the Court Order, the Company shall and hereby does may indemnify any person who was or is a party or is threatened to be made a party to any Proceeding threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, including all appeals (other than an action action, suit, or proceeding by or in the right of the Company) by reason of such person’s being the fact that he/she is or having been was a Partner, officer, or employee of the Manager Company, or an officer is or was serving at the request of the Company as a manager, trustee, officer, or employee of another company, partnership, joint venture, trust, or other enterprise, against expensesexpenses (including attorneys’ fees), judgments, decrees, fines, settlements penalties, and other amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, DECLARATION OF MXXXXXX XXXXXXXXXX, EXHIBIT B PAGE 73 First Amended and actually incurred inRestated Limited Partnership Agreement Path America Tower, LP 19 suit, or in connection with, such Proceeding. The Company shall also have the power and authority to indemnify any person by reason of such person’s having been an Agent (other than the Manager or an officer) of the Company against all such amounts, such power to be exercised in accordance with Section 5.5(e). But in all events the Company shall indemnify such person (and shall authorize indemnification of such person) only proceeding if such AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT person, in such person’s capacity as an Agent, he/she acted in good faith and in a manner such person which he reasonably believed to be in or not opposed to the best interests of the Company and all Members and, in the case of a with respect to any criminal Proceedingaction or proceeding, such person also had no reasonable cause to believe that such person’s his/her conduct was unlawful. The termination of any Proceeding action, suit or proceeding by judgment, order, settlement, conviction conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such the person did not act in good faith or and in a manner which such person he/she reasonably believed to be in or not opposed to the best interests interest of the Company and all Members and, with respect to any criminal action or that such person proceeding, had reasonable cause to believe such person’s that his conduct was unlawful.

Third Party Actions. The Company shall and hereby does indemnify any person who was or is a party or threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of such person’s being or having been the Manager or an officer of the Company against expenses, judgments, fines, settlements and other amounts reasonably and actually incurred in, or in connection with, such Proceeding. The Company shall also have the power and authority to indemnify any person by reason of such person’s having been an Agent (other than the Manager or an officer) of the Company against all such amounts, such power to be exercised in accordance with Section 5.5(e). But in all events the Company shall indemnify such person (and shall authorize indemnification of such person) only if such AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT person, in such person’s capacity as an Agent, acted in good faith and in a manner such person reasonably believed to be in the best interests of the Company and all Members and, in the case of a criminal Proceeding, such person also had no reasonable cause to believe that such person’s conduct was unlawful. , The termination of any Proceeding by judgment, order, settlement, conviction or upon plea of nolo contendere shall not, . of itself, create a presumption that such person did not act in good faith or in a manner which such person reasonably believed to be in the best interests of the Company and all Members or that such person had reasonable cause to believe such person’s conduct was unlawful.

Third Party Actions. The Company shall and hereby does indemnify any person who was or is a party or threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of such person’s being or having been the Manager or an officer of the Company against expenses, judgments, fines, settlements and other amounts reasonably and actually incurred in, or in connection with, such Proceeding. The Company shall also have the power and authority to indemnify any person by reason of such person’s having SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT been an Agent (other than the Manager or an officer) of the Company against all such amounts, such power to be exercised in accordance with Section 5.5(e). But in all events the Company shall indemnify such person (and shall authorize indemnification of such person) only if such AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT person, in such person’s capacity as an Agent, acted in good faith and in a manner such person reasonably believed to be in the best interests of the Company and all Members and, in the case of a criminal Proceeding, such person also had no reasonable cause to believe that such person’s conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon plea of nolo contendere shall not, of itself, create a presumption that such person did not act in good faith or in a manner which such person reasonably believed to be in the best interests of the Company and all Members or that such person had reasonable cause to believe such person’s conduct was unlawful.