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.
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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.
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