Permitted Indemnification Sample Clauses
The Permitted Indemnification clause defines the specific circumstances under which one party is allowed to seek indemnification from the other. Typically, this clause outlines the types of losses, damages, or liabilities that are covered, such as those arising from third-party claims or breaches of contract, and may set limits on the amount or types of indemnification permitted. Its core function is to allocate risk between the parties by clearly specifying when indemnification is allowed, thereby reducing uncertainty and potential disputes over liability.
Permitted Indemnification. Subject to any restrictions in the Business Corporations Act, the Company may indemnify any person.
Permitted Indemnification. Notwithstanding Section 20.2 and subject to any restrictions in the BCA, the Company may indemnify any person including directors, officers, employees, agents and representatives of the Company.
Permitted Indemnification. The Company has authority, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, upon an affirmative authorization by the board of Directors, to indemnify and hold harmless any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, including any action by or in right of organization, by reason of the fact that he is or was a Director of the Company or is or was serving at the request of the Company as a Director, officer, employee or agent of another company, partnership or other enterprise against expenses, including attorneys’ fees, without regard to whether the Director has been successful on the merits or otherwise in defense of the action, suit or proceeding, or in defense of any claim, issue or matter therein.
Permitted Indemnification. The Company has authority, to the fullest extent permitted by the Louisiana Business Corporation Law or the Act as they presently exist or may hereafter be amended, upon an affirmative authorization by the Members, to indemnify and hold harmless any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit, or proceeding, whether civil, criminal, administrative or investigative, including any action by or in right of incorporation, by reason of the fact that he 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, member, officer, employee or agent of another corporation, partnership or other enterprise against expenses, including attorney’s fees without regard to whether the person has been successful on the merits or otherwise in defense of the action, suit or proceeding, or in defense of any claim, issue or matter therein. Unless ordered by a court, indemnification may be paid under this section only as authorized in a specific case after a determination that the applicable standard of conduct has been met by the person seeking indemnification has been made by any of the following:
(A) By the Members by a majority vote of a quorum consisting of Members who were not parties to the proceeding.
(B) If such a quorum cannot be obtained and the Members so directs, by independent legal counsel.