EXCULPATION AND INDEMNIFICATION (LLC) |
EXCULPATION AND INDEMNIFICATION.
(a) Exculpation. No Member or officer of the Company shall be liable to any other Member, officer, or the Company itself, for any loss suffered by the Company (including, without limitation, errors in judgment) unless such loss is caused by such person's gross negligence, willful misconduct, violation of law or breach of this Agreement. The Members or officers may consult with counsel and accountants regarding the Company's affairs, and provided such person acts in good faith reliance upon the advice or opinion of such counsel or accountants, such Member or officer shall not be liable for any loss suffered by the Company in reliance on such advice.
(b) Right to Indemnification. The term "Claim" means any claim, suit or action by any third party, and the term "Losses" means any damages awarded and fines assessed in any Claim by a court of competent jurisdiction or pursuant to an arbitration proceeding, any amounts due under Claim settlement, and any other costs or expenses incurred in complying with any injunctive or equitable relief or any settlement requirements. If there is a Claim or any third party investigation that could lead to a Claim, by reason of the fact that the person who is the defendant or is investigated is a Member or officer of the Company, then Company shall indemnify, defend, and hold harmless such person from and against any Claim, and any associated Losses, to the fullest extent permitted by the Act. However, to the extent a Claim is caused by such person's gross negligence, willful misconduct, violation of law or breach of this Agreement, Company may decline to indemnify, defend and hold harmless such person. Indemnification shall continue as to a person who has ceased to serve in the capacity which initially entitled such defendant or person to indemnity hereunder. It is expressly acknowledged that the indemnification provided could be for negligence or under theories of strict liability.
(c) Appearance as a Witness. Company shall pay or reimburse reasonable out-of-pocket expenses incurred by a Member or officer of the Company in connection with an appearance as a witness or otherwise in a Claim even if such Member or office is not a named defendant or respondent in the Claim.
(a) Exculpation. No Member or officer of the Company shall be liable to any other Member, officer, or the Company itself, for any loss suffered by the Company (including, without limitation, errors in judgment) unless such loss is caused by such person's gross negligence, willful misconduct, violation of law or breach of this Agreement. The Members or officers may consult with counsel and accountants regarding the Company's affairs, and provided such person acts in good faith reliance upon the advice or opinion of such counsel or accountants, such Member or officer shall not be liable for any loss suffered by the Company in reliance on such advice.
(b) Right to Indemnification. The term "Claim" means any claim, suit or action by any third party, and the term "Losses" means any damages awarded and fines assessed in any Claim by a court of competent jurisdiction or pursuant to an arbitration proceeding, any amounts due under Claim settlement, and any other costs or expenses incurred in complying with any injunctive or equitable relief or any settlement requirements. If there is a Claim or any third party investigation that could lead to a Claim, by reason of the fact that the person who is the defendant or is investigated is a Member or officer of the Company, then Company shall indemnify, defend, and hold harmless such person from and against any Claim, and any associated Losses, to the fullest extent permitted by the Act. However, to the extent a Claim is caused by such person's gross negligence, willful misconduct, violation of law or breach of this Agreement, Company may decline to indemnify, defend and hold harmless such person. Indemnification shall continue as to a person who has ceased to serve in the capacity which initially entitled such defendant or person to indemnity hereunder. It is expressly acknowledged that the indemnification provided could be for negligence or under theories of strict liability.
(c) Appearance as a Witness. Company shall pay or reimburse reasonable out-of-pocket expenses incurred by a Member or officer of the Company in connection with an appearance as a witness or otherwise in a Claim even if such Member or office is not a named defendant or respondent in the Claim.