Indemnification of Managers Sample Clauses

Indemnification of Managers. The Bank agrees to indemnify and hold harmless each Manager, its affiliates, as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”), and each person, if any, who controls any Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: (a) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto) or the Prospectus, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (b) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Article 8(5) below) any such settlement is effected with the written consent of the Bank; (c) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Lead Manager, reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission), to the extent that any such expense is not paid under (a) or (b) above; provided, however, that (x) this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Bank by any Manager expressly for...

Indemnification of Managers. Each Manager and each person who serves at his request, whether or not then in office, and his personal representatives, will be indemnified by the Company against all costs and expenses actually and necessarily incurred by him in connection with the defense of any action, suit or proceeding in which he may be involved or to which he may be made a party by reason of his being or having been a Manager, to the fullest extent permitted by the Act, as is now or hereafter amended. Without limiting the foregoing, the Company will indemnify any Manager of the Company made a party to any legal proceeding in his capacity as a Manager if the indemnitee (a) conducted himself in good faith; (b) reasonably believed that his conduct in his official capacity with the Company was in the best interest of the Company, and in the case of any other conduct that such conduct was at least not opposed to the Company's best interests; and (c) in the case of any criminal proceeding, he had no reasonable cause to believe that his conduct was unlawful, provided that the termination of any such legal proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent will not itself be determinative if the individual did not meet the standards of conduct set forth herein. The Company may pay for or reimburse the reasonable expenses incurred by a Manager in advance of the filed disposition of the proceeding if the Manager furnishes the Company with a written affirmation of this good faith belief that he has met the standard of conduct set forth above, and he furnishes the Company with a written undertaking executed personally or on his behalf to repay the amounts advanced if it is finally determined that he did not meet the standard of conduct set forth above. In addition to the foregoing, the Company will pay or reimburse expenses incurred by a Manager in connection with his appearance as a witness in any legal proceedings during the period of time for which he has not been named as a defendant or respondent in such legal proceeding.

Indemnification of Managers. (a) MANDATORY The Company, its receiver or its trustee, shall indemnify, save harmless and pay all judgments and claims against the Managers relating to any liability or damage incurred by reason of any act performed or omitted to be performed by the Managers in connection with the business of the Company, including attorneys' fees incurred by the Managers in connection with the defense of any action based on any such act or omission, which attorneys' fees may be paid as incurred, including all such liabilities under federal and state securities laws (including the Securities Act of 1933, as amended) as permitted by law. (b) IF MANAGER IS EXONERATED IN THE PROCEEDING In the event of any action by a Member against a Manager, including a derivative suit on behalf of the Company, the Company shall indemnify, save harmless and pay all expenses of such Manager, including attorneys' fees, incurred in the defense of such action, if such Manager is successful in such action.

Indemnification of Managers. The Company shall indemnify, defend and hold harmless each Manager for, from and against any and all loss, damages, liabilities and expenses sustained or incurred by such Manager arising out of acts or omissions committed or alleged to have been committed in accordance with the standard of care set forth in Section 4.04 while acting as a Manager for or on behalf of the Company, except for fraudulent, deceitful or grossly negligent acts or omissions or willful misconduct of such Manager or any act or omission committed in breach of such Manager’s fiduciary duty to the Company. Any indemnification or defense extended under this section will be paid from, and limited to, the assets of the Company, and no Member will have any personal liability for such indemnification.

Indemnification of Managers. The terms and provisions of Section 5.7 of this Operating Agreement shall govern the indemnification of Managers under this Operating Agreement. Notwithstanding any other term or provision of this Operating Agreement, the terms and provisions of this Section 18.5 cannot and shall not be amended or repealed under any circumstance, except as may be necessary to ensure the continued compliance of this Operating Agreement with Chapter 86.

Indemnification of Managers. 7.3.1 Subject to Subsection 7.3.4, the Company 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, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Company, by reason of the fact that such Person is or was a Manager, manager, officer, employee or agent of the Company, or is or was serving at the request of the Company as a Manager, manager, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such Person in connection with such action, suit or proceeding, including attorneys’ fees, if such Person acted in good faith and in a manner such Person reasonably believed to be in (or not opposed to) the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Person did not act in good faith and in a manner which such Person reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had reasonable cause to believe that such Person’s conduct was unlawful. 7.3.2 Subject to Subsection 7.3.4, the Company 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 or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that such Person is or was a Manager, manager, officer, employee or agent of the Company, or is or was serving at the request of the Company as a Manager, manager, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise against expenses actually and reasonably incurred by such Person in connection with the defense or settlement of such action or suit, including attorneys’ fees, if such Person acted in good faith and in a manner such Person reasonably believed to be in (or not opposed to) the best interests of the Company and except that no indemnification shal...

Indemnification of Managers. The Company will indemnify the Manager for all expenses, losses, liabilities, and damages the Manager actually and reasonably incurs in connection with the defense or settlement of any action or claim arising out of or relating to the conduct of the Company's business, activities, or affairs, except an action with respect to which the Manager is adjudged in a final nonappealable judgment by a court to be liable for breach of a fiduciary duty owed to the Company or the Members under the Act or this Agreement.

Indemnification of Managers. (a) Each individual (hereinafter an “indemnitee”) who was or is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any actual or threatened claim, action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (hereinafter a “proceeding”), by reason of the fact that he or she is or was a Manager of the LLC or that, while serving as a Manager of the LLC, he or she is or was also serving at the request of the LLC as a director, manager, officer, partner, trustee, employee or agent of another foreign or domestic limited liability company or corporation or of a foreign or domestic partnership, joint venture, trust, employee benefit plan or other enterprise, whether the basis of the proceeding is alleged action in an official capacity as such a director, Manager, officer, employee, partner, trustee, or agent or in any other capacity while serving as such director, Manager, officer, employee, partner, trustee, or agent, shall be indemnified and held harmless by the LLC to the full extent permitted by applicable law as then in effect, against all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) incurred or suffered by such indemnitee in connection therewith, and such indemnification shall continue as to an indemnitee who has ceased to be a director, manager, officer, employee, partner, trustee, or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that no indemnification shall be provided to any such indemnitee if the LLC is prohibited by the Act or other applicable law as then in effect from paying such indemnification; and provided, further, that except as provided in this Section 5.17(a) with respect to proceedings seeking to enforce rights to indemnification, the LLC shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized or ratified by the Board of Managers. The right to indemnification conferred in this Section 5.17(a) shall be a contract right and shall include the right to be paid by the LLC the expenses incurred in defending any proceeding in advance of its final disposition (hereinafter an “advancement of expenses”). Any advancement of exp...

Indemnification of Managers. (a) Acquiror and Newco each agree that all rights, if any, to indemnification existing on the date hereof in favor of the present or former officers and directors of Target (the "Managers"), with respect to actions taken in their capacity as officers and/or directors prior to or at the Effective Time as provided in Target's Certificate of Incorporation and By-laws (including, without limitation, in connection with the Merger and the other transactions contemplated by this Agreement and the Ancillary Documents), shall, subject to Delaware law, survive the Merger for a period of seven years. The Surviving Corporation and Acquiror shall assume, honor and be bound by the terms of such Certificate of Incorporation and By-laws with respect to their actions and omissions in such capacity taken prior to the Effective Time (including, without limitation, in connection with the Merger and the other transactions contemplated by this Agreement and the Ancillary Documents), whether or not such persons continue in their positions with the Surviving Corporation following the Effective Time, and shall continue in full force and effect following the Effective Time for a period of seven years, and all such rights, if any, in the Certificate of Incorporation and By-laws in effect as of the date hereof between Target and any Manager shall survive the Merger and continue in full force and effect in accordance with its terms as between such Managers and the Surviving Corporation and Acquiror for a period of seven years. (b) Target shall use reasonable efforts to obtain a tail covering the period from the Closing Date through the first anniversary of the Closing Date to, and having substantially the same coverage and deductibles as, the Existing Target D & O Liability Insurance Policy (the "Target D & O Insurance Liability Tail"). The premium for such Target D & O Liability Insurance Tail shall not exceed $75,000 and shall be a Merger Expense. In the event that Target is unable to obtain the Target Directors' and Officers' Liability Insurance Policy for such period, Acquiror agrees to indemnify, until the first anniversary of the Closing Date, the directors and officers covered by the Existing Target D & O Liability Insurance Policy on the same or similar terms and conditions in effect under the Existing Target D & O Liability Insurance Policy, and the same dollar limitations in effect under Acquiror's directors' and officers' liability insurance policy, as currently in effect. ...