Common use of Indemnification of Manager Clause in Contracts

Indemnification of Manager. Except as limited by law, the Company and/or the Series shall indemnify the Manager for all expenses (including, without limitation, legal fees and costs), losses, liabilities, and damages the Manager actually and reasonably incurs in connection with the defense or settlement of any action arising out of, or relating to, the conduct of the Company and/or the Series activities, except an action with respect to which the Manager is adjudged to be liable for fraud, bad faith, willful misconduct, and/or breach of a fiduciary duty owed to the Company and/or the Series, or the Members, under the Act or this Agreement. Therefore, Members may have a more limited right of action than they would have, absent these provisions in the Agreement. The Company and/or the Series shall advance the costs and expenses of defending actions against the Manager arising out of, or relating to, the management of the Company and/or the Series, provided that it first receives the written undertaking of the Manager to reimburse the Company and/or the Series, if ultimately found not to be entitled to indemnification. A successful indemnification of the Manager, or any litigation that may arise in connection with the Manager’s indemnification, could deplete the assets of the Company and/or a Series. Members who believe the Manager has engaged in conduct resulting in fraud, willful misconduct, bad faith, or breach of the Manager’s fiduciary duty, should consult with their own legal counsel. LIMITED LIABILITY COMPANY OPERATING AGREEMENT FORTE INVESTMENT FUND, LLC

Indemnification of Manager. Except as limited by law, the Company and/or the Series shall indemnify the Manager for all expenses (including, without limitation, legal fees and costs), losses, liabilities, and damages the Manager actually and reasonably incurs in connection with the defense or settlement of any action arising out of, or relating to, the conduct of the Company and/or the Series activities, except an action with respect to which the Manager is adjudged to be liable for fraud, bad faith, willful misconduct, and/or breach of a fiduciary duty owed to the Company and/or the Series, or the Members, under the Act or this Agreement. Therefore, Members may have a more limited right of action than they would have, absent these provisions in the Agreement. The Company and/or the Series shall advance the costs and expenses of defending actions against the Manager arising out of, or relating to, the management of the Company and/or the Series, provided that it first receives the written undertaking of the Manager to reimburse the Company and/or the Series, if ultimately found not to be entitled to indemnification. A successful indemnification of the Manager, or any litigation that may arise in connection with the Manager’s indemnification, could deplete the assets of the Company and/or a Series. Members who believe the Manager has engaged in conduct resulting in fraud, willful misconduct, bad faith, or breach of the Manager’s fiduciary duty, should consult with their own legal counsel. LIMITED LIABILITY COMPANY OPERATING AGREEMENT FORTE INVESTMENT FUND, LLC.