Indemnification of Members, Managers and Officers Clause Samples

The Indemnification of Members, Managers and Officers clause provides protection for individuals serving in these roles by requiring the company to cover certain legal costs and liabilities they may incur while performing their duties. Typically, this means that if a member, manager, or officer is sued or faces claims as a result of actions taken in good faith on behalf of the company, the company will reimburse them for expenses such as attorney fees or settlement amounts. This clause is essential for encouraging qualified individuals to serve in leadership positions by reducing their personal financial risk associated with company-related legal actions.
Indemnification of Members, Managers and Officers. (a) The Company shall indemnify each Covered Person and each Person serving at the request of the Company as a manager, director, officer, employee, partner, member or trustee of another entity (solely for purposes of this Section 7.3, all of the foregoing persons and entities being referred to individually as an “indemnified party” and collectively as “indemnified parties”), to the fullest extent permitted by the Act and other applicable law, and shall save and hold each indemnified party harmless from, and in respect of, all (A) fees, costs and expenses incurred in connection with or resulting from any claim, action or demand against such indemnified party that arise out of or in any way relate to the Company, its properties, business or affairs, and (B) such claims, actions and demands, and any losses or damages resulting from such claims, actions and demands, including amounts paid in settlement or compromise (if recommended by attorneys for the Company) of any such claim, action or demand; provided, however, that this indemnification shall apply only so long as such action or failure to act did not constitute (i) fraud, (ii) willful misconduct or (iii) a breach of this Agreement, in each case as finally determined by a court of competent jurisdiction, and (C) in the case of any criminal proceeding, action or claim, such Person had no reasonable cause to believe its conduct was unlawful. (b) To the greatest extent not inconsistent with the Act and laws and public policies of the State of Delaware, reasonable expenses (including reasonable legal fees) for which an indemnified party would be entitled by this Agreement that are incurred by such indemnified party in defending any claim, action or demand shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the indemnified party to repay such amount if it shall be determined that the indemnified party is not entitled to be indemnified as authorized in this Section 7.3. The undertaking described above must be a general obligation of the indemnified party, subject to such reasonable limitations as the Company may permit, but need not be secured and may be accepted without reference to financial ability to make repayment. Any indemnified party shall promptly seek recovery under any other indemnity or any insurance policies by which such indemnified party may be indemn...
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Indemnification of Members, Managers and Officers. 81 14.1 Indemnification by a Class A Member ............................... 81 14.2 Indemnification by the Company .................................... 81 14.3 Survival; Limitations; Procedures ................................. 82
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Indemnification of Members, Managers and Officers. (a) The Certificate of Incorporation and By-Laws of the Surviving Corporation shall contain the provisions with respect to indemnification substantially similar to those in the Operating Agreement on the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years after the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were members, managers or officers of the Company in respect of actions or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), unless such modification is required by law. (b) Each present and former member, manager and officer of the Company (each, an "Indemnified Officer/Member") shall have rights as a third party beneficiary under this Section 4.9 as separate contractual rights for his or her benefit and such right shall be Enforceable by such Indemnified Officer/Member, its heirs and personal representatives and shall be binding on the Surviving Corporation, its Subsidiaries and their respective successors and assigns.
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Indemnification of Members, Managers and Officers. 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, including but not limited to an action by or in the right of the Company, by reason of the fact that such person is or was a Member, Manager or officer of the Company, or is or was serving at the request of the Company as a manager, director, officer, employee or agent of another company, corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she 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 his or her 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 he or she reasonably believed to be in or 24 30 not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
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Indemnification of Members, Managers and Officers. The Company shall indemnify any Member, Manager or officer of the Company who was or is a party or is threatened to be made a party to, or otherwise becomes involved in, any proceeding (other than a proceeding by or in the right of the Company) by reason of the fact that such Member, Manager or officer of the Company is or was an agent of the Company, against all indemnification expenses, amounts paid in settlement, judgments, fines, penalties and ERISA excise taxes actually and reasonably incurred by or levied against such Member, Manager or officer in connection with such proceeding if it is determined as provided in this Section 11.02 or by a court of competent jurisdiction that such Member, Manager or officer acted in good faith and in a manner that the Member, Manager or officer reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal proceeding, had no reasonable cause to believe the Manager's or officer's conduct was unlawful. For purposes of this Article 11, the term "Member" shall include any officers and directors of a Member or any general partner, trustee or Manager of a Member. The termination of any proceeding, whether by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that a Member, Manager or officer of the Company did not act in good faith and in a manner which the Member, Manager or officer reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal proceeding, that a Member, Manager or officer had reasonable cause to believe that the Member's, Manager's or officer's conduct was unlawful. The Company shall indemnify any Member, Manager or officer of the Company who was or is a party or is threatened to be made a party to, or otherwise becomes involved in, any proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that such Member, Manager or officer is or was an agent of the Company only against indemnification expenses actually and reasonably incurred by such Member, Manager or officer in connection with such proceeding if it is determined by a court of competent jurisdiction that such Member, Manager or officer acted in good faith and in a manner such Member, Manager or officer reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification sh...
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Indemnification of Members, Managers and Officers. Unless otherwise prohibited by law, and subject to Section 13.15, the Company shall indemnify and hold harmless the Members, Managers, and the officers of the Company, the respective officers, directors, and employees of the Members and Managers, and their respective successors (individually, an “Indemnitee”) from any claim, loss, expense, liability, action, or damage resulting from any act or omission performed by or on behalf of or omitted by the Indemnitee in its capacity as a Member, Manager, or officer, including, without limitation, reasonable costs and expenses of its attorneys engaged in defense of any such act or omission; provided, however, that the Indemnitees shall not be indemnified or held harmless for any act or omission that is in violation of any of the provisions of this Agreement or that constitutes fraud, gross negligence, or willful misconduct. Any indemnification pursuant to this Section 11.01 shall be made only out of the assets of the Company. Notwithstanding the foregoing or any other Section, subsection, or provision herein or in applicable law to the contrary, until the Final Day, any obligation of the Company to indemnify and/or hold harmless its Members and Managers, and/or their respective officers, directors, and employees, shall be fully subordinate to all obligations under the PCA and RPA and shall not constitute a claim against the Company for any purpose, including, without limitation, for purposes of commencing an involuntary petition against the Company under any Chapter of the Bankruptcy Code.
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Indemnification of Members, Managers and Officers. The Company shall indemnify each Member, Manager and officer to the extent required by law and, in addition, shall indemnify each Manager as specifically provided herein.
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Indemnification of Members, Managers and Officers 
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Related to Indemnification of Members, Managers and Officers

  • Indemnification of the Company, its Directors and Officers Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 5.1.1, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Statutory Prospectus, any Testing-the-Waters Communication or the Prospectus (or any amendment or supplement to the foregoing), solely in reliance upon and in conformity with the Underwriters’ Information.

  • Indemnification of Directors and Officers (a) M▇▇▇▇ shall, and shall cause the Surviving Corporation, to, jointly and severally (i) assume the obligations with respect to all rights to indemnification, advancement of expenses and exculpation from liabilities, for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers or consultants of Myson and each Person who served as a director, officer, member, consultant, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of the Myson (collectively, the “D&O Indemnified Persons”) as provided in Myson’s Organizational Documents or any indemnification agreement between such Indemnified Person and Myson (in each case, as in effect on the date hereof and, in the case of any indemnification agreement, as set forth in the Myson Disclosure Schedule and of which M▇▇▇▇ has made available to Mag Mile Capital true, correct and complete copies), without further action, as of the Effective Time, and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms and (ii) during the period commencing on the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, indemnify and hold harmless each Indemnified Person with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with the defense of any Action (whether civil, criminal, administrative or investigative), whenever asserted, based on or arising out of, in whole or in part, (A) the fact that an Indemnified Person was a director or officer of Myson or (B) acts or omissions by an Indemnified Person in the Indemnified Person’s capacity as a director, officer or agent of M▇▇▇▇ or taken at the request of M▇▇▇▇ (including in connection with serving at the request of M▇▇▇▇ as a director, officer, agent, trustee or fiduciary of another person), in each case under clause (A) or (B), at, or at any time prior to, the Effective Time (including any Action relating in whole or in part to the transactions contemplated by this Agreement or relating to the enforcement of this provision or any other indemnification or advancement right of any Indemnified Person), to the fullest extent permitted under applicable Law that Myson and the Surviving Corporation could provide such indemnification to such D&O Indemnified Persons pursuant to the OGCA, the Myson Organizational Documents in effect on the date of this Agreement; provided, however, that no D&O Indemnified Person shall be entitled to indemnification pursuant to this Section 5.12 in respect of any act or omission which has been adjudicated to be ineligible for indemnification under Oklahoma Law. (b) For the avoidance of doubt, the applicable rights of indemnification and exculpation contemplated by this Section 5.12 and pursuant to the terms of the Myson Organizational Documents as in effect at or immediately prior to the Effective Time shall not be impaired by any modification of such terms in any amendment or restatement of such Organizational Documents following the Effective Time (including in connection with the filing of the Plan of Merger). The Surviving Corporation shall not settle, compromise or consent to the entry of any judgment in any threatened or actual Action relating to any acts or omissions covered under this Section 5.12 (each, a “Claim”) for which indemnification has been sought by an Indemnified Person hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Person from all liability arising out of such Claim or such Indemnified Person otherwise consents in writing to such settlement, compromise or consent. (c) If at any time on or within twelve (12) months after Closing the Surviving Corporation obtain a directors’ and officers’ liability insurance policy, it shall contemporaneously purchase or cause the Surviving Corporation to purchase a tail policy in respect of acts or omissions occurring at or prior to the Effective Time, covering each Person who resigned at Closing with insurance coverage for six years thereafter on the same terms and conditions purchased with respect to existing directors and officers. Once purchased, the Surviving Corporation shall cause the “tail” policy delivered in accordance with the preceding sentence to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Surviving Corporation. (d) In the event the Surviving Corporation or any of its respective successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, the Surviving Corporation shall make proper provision so that the successors and assigns of the Surviving Corporation shall assume the obligations set forth in this Section 5.12.