Common use of Indemnification of Agents Clause in Contracts

Indemnification of Agents. The Company will and hereby agrees to 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 by reason of the fact that such Person is or was a Member, Manager, Director, officer, employee or other agent of the Company or that, being or having been such a Member, Manager, officer, employee or agent, such Person is or was serving at the request of the Company as a manager, director, officer, employee or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an "Agent"), to the fullest extent permitted by applicable law in effect on the Funding Date and to such greater extent as applicable law may hereafter from time to time permit. The Managers will be authorized, on behalf of the Company, to enter into indemnity agreements from time to time with any Person entitled to be indemnified by the Company hereunder, upon such terms and conditions as the Managers deem appropriate in their business judgment.

Appears in 3 contracts

Samples: Operating Agreement (Playboy Enterprises Inc), Operating Agreement (Claxson Interactive Group Inc), Operating Agreement (Playboy Enterprises Inc)

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Indemnification of Agents. The Company will and hereby agrees to shall indemnify any Person person who was or is a party or is threatened to be made a party to any threatened, pending or completed complete action, suit or proceeding by reason of the fact that such Person he or she is or was a Membermember, Manager, Director, officer, employee or other agent of the Company or that, being or having been such a Member, Manager, officer, employee or agent, such Person he or she is or was serving at the request of the Company as a manager, director, officer, employee or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an "Agentagent"), to the fullest extent permitted by applicable law in effect on the Funding Date date hereof and to such greater extent as applicable law may hereafter from time to time permit. The Managers will Manager shall be authorized, on behalf of the Company, to enter into indemnity agreements from time to time with any Person person entitled to be indemnified by the Company company hereunder, upon such terms and conditions as the Managers deem Manager deems appropriate in their business judgment.

Appears in 3 contracts

Samples: Operating Agreement (Chosen, LLC), Operating Agreement (Chosen, LLC), Operating Agreement (Chosen, LLC)

Indemnification of Agents. The Company will shall defend and hereby agrees to indemnify any ------------------------- Member or Manager and may indemnify any other 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 by reason of the fact that such Person he or she is or was a Member, Manager, Director, officer, employee or other agent of the Company or that, being or having been such a Member, Manager, officer, employee or agent, such Person he or she is or was serving at the request of the Company as a manager, director, officer, employee or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an "Agent")enterprise, to the fullest extent permitted by applicable law in effect on the Funding Date date hereof and to such greater extent as applicable law may hereafter from time to time permit. The Managers will shall be authorized, on behalf of the Company, to enter into indemnity agreements from time to time with any Person entitled to be indemnified by the Company hereunder, upon such terms and conditions as the Managers deem appropriate in their business judgment.

Appears in 2 contracts

Samples: Operating Agreement (Auto Marketing Network Inc), Operating Agreement (Franchise Mortgage Acceptance Co)

Indemnification of Agents. The Company will and hereby agrees to 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 by reason of the fact that such Person he or she is or was a Memberan Owner, Manager, Director, officer, employee or other agent of the Company or that, being or having been such a Memberan Owner, Manager, officer, employee or agent, such Person he or she is or was serving at the request of the Company as a manager, director, officer, employee or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an "Agentagent"), to the fullest extent permitted by applicable law in effect on the Funding Date date hereof and to such greater extent as applicable law may hereafter from time to time permit. The Managers will shall be authorized, on behalf of the Company, to enter into indemnity agreements from time to time with any Person entitled to be indemnified by the Company hereunder, upon such terms and conditions as the Managers deem appropriate in their business judgment.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (NEMA Beverage Parent CORP), Limited Liability Company Agreement (NEMA Beverage Parent CORP)

Indemnification of Agents. The Company will shall defend and hereby agrees to indemnify any Member or Manager and may indemnify any other 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 by reason of the fact that such Person he or she is or was a Member, Manager, Director, officer, employee or other agent of the Company or that, being or having been such a Member, Manager, officer, employee or agent, such Person he or she is or was serving at the request of the Company as a manager, director, officer, employee or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an "Agent"“agent”), to the fullest extent permitted by applicable law in effect on the Funding Date date hereof and to such greater extent as applicable law may hereafter from time to time permit. The Managers will shall be authorized, on behalf of the Company, to enter into indemnity agreements from time to time with any Person entitled to be indemnified by the Company hereunder, upon such terms and conditions as the Managers deem appropriate in their business judgment.

Appears in 2 contracts

Samples: Operating Agreement (Ethos Environmental, Inc.), Operating Agreement (Ethos Environmental, Inc.)

Indemnification of Agents. The Company will shall defend and hereby agrees to indemnify any Member or Manager and may indemnify any other 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 by reason of the fact that such Person he or she is or was a Member, Manager, Director, officer, employee or other agent of the Company or that, being or having been such a Member, Manager, officer, employee or agent, such Person he or she is or was serving at the request of the Company as a managerManager, director, officer, employee or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an "Agent"“agent”), to the fullest extent permitted by applicable law in effect on the Funding Date date hereof and to such greater extent as applicable law may hereafter from time to time permit. The Managers will Manager shall be authorized, on behalf of the Company, to enter into indemnity agreements from time to time with any Person entitled to be indemnified by the Company hereunder, upon such terms and conditions as the Managers deem Manager deems appropriate in their business judgment.

Appears in 1 contract

Samples: Operating Agreement (Panera Bread Co)

Indemnification of Agents. The Company will and hereby agrees to 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 by reason of the fact that such Person he is or was a Member, Manager, Director, officer, employee or other agent of the Company or that, being or having been such a Member, Manager, officer, employee or agent, such Person he is or was serving at the request of the Company as a managerManager, director, officer, employee or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an "Agentagent"), to the fullest extent permitted by applicable law in effect on the Funding Date date hereof and to such greater extent as applicable law may hereafter from time to time permit. The Managers will be authorizedManager may, on behalf of the Company, to enter into indemnity agreements from time to time with any Person entitled to be indemnified by the Company hereunder, upon such terms and conditions as the Managers deem Manager deems appropriate in their business judgment.

Appears in 1 contract

Samples: Operating Agreement (Global Resource CORP)

Indemnification of Agents. The Company will shall and hereby agrees to 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 by reason of the fact that such Person is or was a Member, Manager, Director, officer, employee or other agent of the Company or that, being or having been such a Member, Manager, officer, employee or agent, such Person is or was serving at the request of the Company as a manager, director, officer, employee or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an "AgentAGENT"), to the fullest extent permitted by applicable law in effect on the Funding Effective Date and to such greater extent as applicable law may hereafter from time to time permit. The Managers will shall be authorized, on behalf of the Company, to enter into indemnity agreements from time to time with any Person entitled to be indemnified by the Company hereunder, upon such terms and conditions as the Managers deem appropriate in their business judgment.

Appears in 1 contract

Samples: Operating Agreement (Claxson Interactive Group Inc)

Indemnification of Agents. The Company will shall defend and hereby agrees to indemnify any Member and may indemnify any other 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 by reason of the fact that such Person it is or was a Member, Manager, Director, officer, employee or other agent of the Company or that, being or having been such a Member, Manager, officer, employee or agent, such Person it is or was serving at the request of the Company as a manager, member, director, officer, employee or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an "Agentagent"), to the fullest extent permitted by applicable law in effect on the Funding Date date hereof and to such greater extent as applicable law may hereafter from time to time permit. The Managers will A Managing Interest of the Members shall be authorized, on behalf of the Company, to enter into indemnity agreements from time to time with any Person entitled to be indemnified by the Company hereunder, upon such terms and conditions as a Managing Interest of the Managers deem Members deems appropriate in their its business judgment.

Appears in 1 contract

Samples: Operating Agreement (Osi Restaurant Partners, LLC)

Indemnification of Agents. The Company will IMMERSION shall defend and hereby agrees to indemnify any Member or Manager and may indemnify any other 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 by reason of the fact that such Person he is or was a Member, Manager, Director, officer, employee or other agent of the Company IMMERSION or that, being or having been such a Member, Manager, officer, employee or agent, such Person he is or was serving at the request of the Company IMMERSION as a manager, director, officer, employee or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an "Agentagent"), to the fullest extent permitted by applicable law in effect on the Funding Date date hereof and to such greater extent as applicable law may hereafter from time to time permit. The Managers will shall be authorized, on behalf of the CompanyIMMERSION, to enter into indemnity agreements from time to time with any Person entitled to be indemnified by the Company IMMERSION hereunder, upon such terms and conditions as the Managers deem appropriate in their business judgment.

Appears in 1 contract

Samples: Operating Agreement (Immersion Corp)

Indemnification of Agents. The Company will shall and hereby agrees to 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 by reason of the fact that such Person is or was a Member, Manager, Director, officer, 41 employee or other agent of the Company or that, being or having been such a Member, Manager, officer, employee or agent, such Person is or was serving at the request of the Company as a manager, director, officer, employee or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an "Agent"), to the fullest extent permitted by applicable law in effect on the Funding Date date hereof and to such greater extent as applicable law may hereafter from time to time permit. The Managers will shall be authorized, on behalf of the Company, to enter into indemnity agreements from time to time with any Person entitled to be indemnified by the Company hereunder, upon such terms and conditions as the Managers deem appropriate in their business judgment.

Appears in 1 contract

Samples: Operating Agreement (Claxson Interactive Group Inc)

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Indemnification of Agents. The Company will and hereby agrees to 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 by reason of the fact that such Person Member is or was a Member, Manager, Director, officer, employee or other agent of the Company or that, being or having been such a Member, Manager, officer, employee or agent, such Person Member is or was serving at the request of the Company as a manager, director, officer, employee or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an "Agent"“agent”), to the fullest extent permitted by applicable law in effect on the Funding Date date hereof and to such greater extent as applicable law may hereafter from time to time permit. The Managers will shall be authorized, on behalf of the Company, to enter into indemnity agreements from time to time with any Person entitled to be indemnified by the Company hereunder, upon such terms and conditions as the Managers deem appropriate in their business judgment.

Appears in 1 contract

Samples: Operating Agreement (ARAMARK FHC Kansas, Inc.)

Indemnification of Agents. The Company will and hereby agrees to 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 by reason of the fact that such Person he or she is or was a Member, Manager, Director, officer, employee or other agent of the Company or of the Manager or that, being or having been such a Member, Manager, officer, employee or agent, such Person he or she is or was serving at the request of the Company as a manager, director, officer, employee or other agent of another limited limited-liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an "Agentagent"), to the fullest extent permitted by applicable law in effect on the Funding Date date hereof and to such greater extent as applicable law may hereafter from time to time permit. The Managers will Manager shall be authorized, on behalf of the Company, to enter into indemnity agreements from time to time with any Person entitled to be indemnified by the Company hereunder, upon such terms and conditions as the Managers deem Manager deems appropriate in their his business judgment.

Appears in 1 contract

Samples: Operating Agreement (American Vantage Companies)

Indemnification of Agents. The Company will shall defend and hereby agrees to indemnify any Member and may indemnify any other 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 by reason of the fact that such Person it is or was a Member, Manager, Director, officer, employee or other agent of the Company or that, being or having been such a Member, Manager, officer, employee or agent, such Person it is or was serving at the request of the Company as a manager, member, director, officer, employee or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an "Agent"“agent”), to the fullest extent permitted by applicable law in effect on the Funding Date date hereof and to such greater extent as applicable law may hereafter from time to time permit. The Managers will A Managing Interest of the Members shall be authorized, on behalf of the Company, to enter into indemnity agreements from time to time with any Person entitled to be indemnified by the Company hereunder, upon such terms and conditions as a Managing Interest of the Managers deem Members deems appropriate in their its business judgment.

Appears in 1 contract

Samples: Operating Agreement (Bloomin' Brands, Inc.)

Indemnification of Agents. The Company will shall and hereby agrees to 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 by reason of the fact that such Person is or was a Member, Manager, Director, officer, employee or other agent of the Company or that, being or having been such a Member, Manager, officer, employee or agent, such Person is or was serving at the request of the Company as a manager, director, officer, employee or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an "Agent"), to the fullest extent permitted by applicable law in effect on the Funding Effective Date and to such greater extent as applicable law may hereafter from time to time permit. The Managers will shall be authorized, on behalf of the Company, to enter into indemnity agreements from time to time with any Person entitled to be indemnified by the Company hereunder, upon such terms and conditions as the Managers deem appropriate in their business judgment.

Appears in 1 contract

Samples: Operating Agreement (Playboy Enterprises Inc)

Indemnification of Agents. The Company will shall defend and hereby agrees to indemnify any Member or Committee Member and may indemnify any other 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 by reason of the fact that such Person it is or was a Member, Manager, DirectorCommittee Member, officer, employee or other agent of the Company or that, being or having been such a Member, ManagerCommittee Member, officer, employee or agent, such Person it is or was serving at the request of the Company as a manager, director, officer, employee or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an "Agentagent"), to the fullest extent permitted by applicable law in effect on the Funding Date date hereof and to such greater extent as applicable law may hereafter from time to time permit. The Managers will Management Committee shall be authorized, on behalf of the Company, to enter into indemnity agreements from time to time with any Person entitled to be indemnified by the Company hereunder, upon such terms and conditions as the Managers deem Management Committee deems appropriate in their its business judgment.

Appears in 1 contract

Samples: Operating Agreement (United Leisure Corp)

Indemnification of Agents. The Company will shall and hereby agrees to 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 by reason of the fact that such Person is or was a Member, Manager, Director, officer, employee or other agent of the Company or that, being or having been such a Member, Manager, officer, employee or agent, such Person is or was serving at the request of the Company as a manager, director, officer, employee or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an "Agent"), to the fullest extent permitted by applicable law in effect on the Funding Date date hereof and to such greater extent as applicable law may hereafter from time to time permit. The Managers will shall be authorized, on behalf of the Company, to enter into indemnity agreements from time to time with any Person entitled to be indemnified by the Company hereunder, upon such terms and conditions as the Managers deem appropriate in their business judgment.

Appears in 1 contract

Samples: Operating Agreement (Playboy Enterprises Inc)

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