Conditions for Indemnification. The Company shall indemnify and hold harmless to the fullest extent not prohibited by applicable law against all expense, liability, and loss (including without limitation attorneys’ fees, judgments, fines, excise taxes, or penalties and amounts paid in settlement) reasonably incurred or suffered, an Indemnifiable Person if: (A) the basis of the Proceeding is alleged action or inaction: (i) in an official capacity as a Manager, trustee, liquidation manager, trustee, officer, employee, or agent of the Company; or (ii) in any other capacity related to the Company while so serving as a Manager, trustee, liquidation manager, officer, employee, or agent; and (B) such person has not been found by a court of competent jurisdiction to have: (i) acted in a grossly negligent manner; (ii) committed willful malfeasance or fraud; (iii) breached such person’s fiduciary duty to the Company; or (iv) materially breached the terms of this Agreement.
Appears in 2 contracts
Sources: Limited Liability Company Agreement, Limited Liability Company Agreement