Entitlement to Indemnification. 2.1.1 The Company shall indemnify the Officer and hold the Officer harmless against:
Entitlement to Indemnification. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the LLC for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the LLC and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 shall be provided out of and to the extent of LLC assets only, and no Covered Person shall have any personal liability on account thereof.
Entitlement to Indemnification. 2.1 The rights provided to an Indemnified Party hereunder will, subject to applicable law, apply without reduction to an Indemnified Party provided that: (a) the Indemnified Party acted honestly and in good faith with a view to the best interests of the Corporation or other entity described in Section 2.3; (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnified Party had reasonable grounds for believing that his or her conduct was lawful; and (c) in the case of claims by the Corporation for the forfeiture or recovery by the Corporation of bonuses or other compensation received by the Indemnified Party from the Corporation, (i) the Indemnified Party did not violate applicable laws related to the forfeiture and recovery by the Corporation of bonuses or other compensation (“Compensation Laws”) and (ii) there are no grounds upon which the Corporation is entitled, in accordance with any applicable employment and compensation policies, agreements and arrangements (“Compensation Arrangements”), to effect forfeiture or recovery of bonuses or other compensation received by the Indemnified Party from the Corporation.
Entitlement to Indemnification. 3.1 The rights provided to an Indemnified Party hereunder will, subject to applicable law, apply without reduction to an Indemnified Party provided that: (a) the Indemnified Party acted honestly and in good faith with the view to the best interests of the Corporation or other entity described in Section 3.3, as applicable; and (b) in the case of a criminal or administrative action or Proceeding that is enforced by a monetary penalty, the Indemnified party had reasonable grounds for believing that his conduct was lawful.
Entitlement to Indemnification. 2.1 The rights provided to an Indemnified Party hereunder will, subject to applicable law, apply without reduction to an Indemnified Party provided that: (a) the Indemnified Party acted honestly and in good faith with a view to the best interests of the Corporation or Related Entity (as defined below); and (b) in the case of a criminal Proceeding, the Indemnified Party had reasonable grounds for believing that the Indemnified Party’s conduct in respect of which the Proceeding was brought was lawful. Notwithstanding the foregoing, in the event that the Indemnified Party becomes subject to a Proceeding as a result of the Corporation or Related Entity operating in violation of US federal laws, the rights provided to the Indemnified Party hereunder will apply irrespective of the Indemnified Party’s belief of the lawfulness of the Corporation’s conduct.
Entitlement to Indemnification. 2.1.1 The Company shall indemnify the Indemnitee and hold the Indemnitee harmless against:
Entitlement to Indemnification. Every person claiming indemnification under this Article VI (other than one who has been wholly successful with respect to any claim, action, suit, or proceeding) shall be entitled to indemnification if (a) special independent legal counsel, which may be regular counsel of the Corporation or any other disinterested person or persons, in either case selected by the Board of Directors, whether or not a disinterested quorum exists (such counsel or person or persons being hereinafter called the “referee”), shall deliver to the Corporation a written finding that such person has met the standards of conduct set forth in Section 1 of this Article VI and (b) the Board of Directors, acting upon such written finding, so determines. The person claiming indemnification shall, if requested, appear before the referee and answer questions that the referee deems relevant and shall be given ample opportunity to present to the referee evidence upon which he or she relies for indemnification. The Corporation shall, at the request of the referee, make available facts, opinions, or other evidence in any way relevant to the referee’s findings that are within the possession or control of the Corporation.
Entitlement to Indemnification. Under applicable law, the entitlement of Indemnitee to be indemnified hereunder shall depend upon whether Indemnitee shall have met each of the conditions set forth in the applicable provisions of the Business Corporation Act of the State of Minnesota as it may be in effect from time to time. The burden of proof of establishing that Indemnitee has not acted in accordance with such conditions shall rest with the Corporation and Indemnitee shall be presumed to have acted in accordance with such conditions and entitled to indemnification hereunder unless, it shall be determined pursuant to the Business Corporation Act of the State of Minnesota as it may be in effect from time to time that Indemnitee has not met such eligibility or complied with the terms and conditions hereof. Subject to the terms and conditions hereof, indemnification to which Indemnitee is entitled hereunder shall be made promptly upon the determination that Indemnitee has met such eligibility in accord with the provisions set forth in the Business Corporation Act of the State of Minnesota as it may be in effect from time to time and under the terms hereof.
Entitlement to Indemnification. An Indemnitee who has been successful, on the merits or otherwise, in the defense of a civil, criminal, administrative or investigative action, suit or proceeding for which indemnification is sought under this Agreement shall be entitled to indemnification as herein provided. An Indemnitee who has not been successful, on the merits or otherwise, in the defense of such a civil, criminal, administrative or investigative action, suit or proceeding shall nevertheless be entitled to indemnification hereunder, and such indemnification is hereby authorized, unless a judgment or other final adjudication adverse to such Indemnitee establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled.
Entitlement to Indemnification. The Indemnitee shall be indemnified by the Company as set forth in Section 3(a) 3(b) above, provided the Indemnitee has acted in compliance with the following requirements:
