63 lines
2.4 KiB
Markdown
63 lines
2.4 KiB
Markdown
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# Indemnification; Reimbursement of Expenses; Insurance
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To the fullest extent permitted by law, and subject to the limitations set
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forth in this Section, and with, in each case, the Board Of Directors
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prior approval:
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* the Company may (at the Members sole discretion) indemnify each Director
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or Member for any Adverse Consequences
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that a Director or Member may suffer including, but not limited to, any
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Director, or Member who, is to be made a party to any pending or
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completed action, suit or proceeding ("**Proceeding**"), any appeal
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therein, or any inquiry or investigation preliminary thereto, solely by
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reason of the fact that he or she is or was a Director, Member and was
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acting within scope of duties or under the authority of the Company and
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was not in breach of agreements or violating fiduciary responsibility
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as determned by the Members;
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* the Company may (at the Members sole discretion) pay a Director or Member for expenses
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incurred by him or her:
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(1) in advance of any deposition of a Proceeding to which such Director or Member is a party, and
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(2) in connection with his or her appearance as a witness or other participation in any
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Proceeding.
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Such indemnification may also include counsel fees.
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The Company may indemnify and advance expenses to an employee or agent of the Company to
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the same extent and subject to the same conditions under which it may
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indemnify and advance expenses to the Director or Members under the
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preceding sentence.
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The provisions of this Section shall not be exclusive of any other right
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under any law, provision of the Certificate or this Agreement, or otherwise.
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Notwithstanding the foregoing, this indemnity shall not apply to actions constituting :
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* gross negligence
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* simple negligence
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* willful misconduct
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* bad faith
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* involving a material or fiduciary breach of this Agreement or the duties set forth herein,
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* any other reason in the Members and/or Board Of Directors discretion
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which reason, in the Board Of Directors or Members reasonable opinion, causes a substantial
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loss to the Company.
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## Option to Purchase Insurance
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The Company may purchase and maintain insurance to protect itself and any
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Director, Member, employee or agent of the Company, whether or not the
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Company would have the power to indemnify such Person under this Section.
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## Limits of Coverage
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This indemnification obligation shall be limited to $1,000.00 and no Member
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shall be required to make a Capital Contribution in respect thereof.
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