Indemnification of Members. Each Member will be indemnified by the Company against any losses, judgments, liabilities, expenses, and amounts paid in settlement of any claims sustained against the Company or against the Member in connection with the Company, as long as the Member’s conduct was in good faith and the Member reasonably believed that the conduct was in the best interests of the Company. The satisfaction of any indemnification and any saving harmless will be out of, and limited to, Company assets, and no Member will have any personal liability on account of such indemnification.
Appears in 3 contracts
Sources: Operating Agreement, Operating Agreement, Operating Agreement
Indemnification of Members. Each The Company shall indemnify each Member will be indemnified by the Company and hold each Member wholly harmless from and against any lossesand all debts, judgments, liabilities, expensesobligations, and amounts paid in settlement liabilities of any claims sustained against the Company or against the Member in connection with the Company, as long as the if any, to which such Member becomes subject by reason of being a Member’s conduct was , whether arising in good faith and the Member reasonably believed contract, tort or otherwise; provided, however, that the conduct was in indemnification obligation of the best interests Company under this Section 3.8 shall be paid only from the assets of the Company. The satisfaction of any indemnification and any saving harmless will be out of, and limited to, Company assets, and no Member will shall have any personal liability on account of such indemnificationobligation, or any obligation to make any Capital Contribution, with respect thereto.
Appears in 1 contract
Sources: Operating Agreement (Keyspan Corp)
Indemnification of Members. Each Member will be indemnified by The Company shall indemnify the Company against any Members for all costs (including attorneys' fees), losses, judgments, liabilities, expenses, and amounts damages paid in settlement of or accrued by any claims sustained against the Company or against the such Member in connection with the Company, as long as the Member’s conduct was in good faith and the Member reasonably believed that the conduct was in the best interests business of the Company. The satisfaction Company to the fullest extent provided by applicable law; provided, however, a Member shall not be indemnified against liability for intentional misconduct, knowing violations of law or any transaction in which such Member received a personal benefit in violation or breach of any indemnification and any saving harmless will be out of, and limited to, Company assets, and no Member will have any personal liability on account provision of such indemnificationthis Agreement.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Glimcher Realty Trust)
Indemnification of Members. Each The Company shall indemnify each Member will be indemnified by the Company and hold each Member wholly harmless from and against any lossesand all debts, judgments, liabilities, expensesobligations, and amounts paid in settlement liabilities of any claims sustained against the Company or against the Member in connection with the Company, as long as the if any, to which such Member becomes subject by reason of being a Member’s conduct was , whether arising in good faith and the Member reasonably believed contract, tort or otherwise; provided, however, that the conduct was in indemnification obligation of the best interests Company under this Section 2.11 shall be paid only from the assets of the Company. The satisfaction of any indemnification and any saving harmless will be out of, and limited to, Company assets, and no Member will shall have any personal liability on account of such indemnificationobligation, or any obligation to make any Contribution, with respect thereto.
Appears in 1 contract
Sources: Operating Agreement (Keyspan Corp)