Indemnity of Members. Members shall not be liable to AvMed or Participating Providers except as specifically set forth herein, provided all procedures set forth herein are followed.
Indemnity of Members. The Company shall, to the fullest extent permitted by applicable law, indemnify, defend and hold each Member harmless from and against any Claims suffered or sustained by it by reason of any acts, omissions or alleged acts or omissions by such Member on behalf of the Company within the scope of authority conferred on it by this Agreement or arising from the fact that such Member is a Member of the Company; provided that the acts or omissions or alleged acts or omissions upon which such actual or threatened action, proceeding or claim is based were in good faith in accordance with its business judgment and did not constitute a matter as to which such Member is obligated to indemnify the Company under Section 5.7.
Indemnity of Members. The Company shall indemnify, defend and hold each Member harmless from and against any Claims suffered or sustained by it by reason of any acts, omissions or alleged acts or omissions by such Member on behalf of the Company within the scope of authority conferred on it by this Agreement, including, any judgment, award, settlement, reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided that the acts or omissions or alleged acts or omissions upon which such actual or threatened action, proceeding or claim is based were in good faith in accordance with its business judgment and did not constitute a breach or default under this Agreement, a breach of fiduciary duty, or tortious or willful misconduct.
Indemnity of Members. To the full extent permitted under applicable law every Member and every former Member and every officer and every former officer of XXXXX and his/her heirs and legal representatives shall be indemnified, defended and saved harmless by the Subscribers from and against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment reasonably incurred by him/her in respect of any civil, criminal or administrative action or proceeding to which are made a party by reason of being or having been a Member of the Board or officer if:
Indemnity of Members. To the fullest extent permitted under the Delaware Act, the Company shall indemnify the Members and make advances for expenses to them with respect to their duties (including fiduciary duties to the extent any such duties exist) and liabilities arising out of or connected with their respective capacities as Members.
Indemnity of Members. The Company shall indemnify, defend -------------------- and hold each Member harmless from and against any loss, expense, damage or injury suffered or sustained by it by reason of any acts, omissions or alleged acts or omissions by such Member on behalf of the Company within the scope of authority conferred on it by this Agreement, including, any judgment, award, settlement, reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided that the acts or omissions or alleged acts or omissions upon which such actual or threatened action, proceeding or claim is based were in good faith and did not constitute a breach or default under this Agreement, a breach of fiduciary duty, gross negligence or willful misconduct.
Indemnity of Members. The Company shall, to the fullest extent permitted by applicable law, indemnify, defend and hold each Member, Manager, each Authorized Representative and each Alternate Authorized Representative harmless from and against any Company or Subsidiary liabilities for which it is alleged to be responsible (and any Claims/Damages resulting from such allegations suffered or sustained by it) by reason of any acts, omissions or alleged acts or omissions by such Member or Manager on behalf of the Company or any Subsidiary within the scope of authority conferred on it by this Agreement or by reason of the fact that such Member or Manager is a Member or Manager of the Company; provided that the acts or omissions or alleged acts or omissions upon which such actual or threatened action, proceeding or claim is based were not in violation of the covenant of good faith and fair dealing and did not constitute a matter as to which such Member or Manager is obligated to indemnify the Company under Section 9.3.
Indemnity of Members. To the fullest extent permitted under -------------------- O.C.G.A. 00-00-000, the Company shall indemnify the Members and make advances for expenses to them with respect to their duties (including fiduciary duties) and liabilities arising out of or connected with their respective capacities as Members.
