another version of op agrreement

SourceMaterialToMerge-legacy-proprietary/OperatingAgreementCommon/Indemnification.md

@@ -0,0 +1,62 @@
+
+# Indemnification; Reimbursement of Expenses; Insurance
+
+To the fullest extent permitted by law, and subject to the limitations set
+forth in this Section, and with, in each case, the Board Of Directors
+prior approval: 
+
+* the Company may (at the Members sole discretion) indemnify each Director
+or Member for any Adverse Consequences 
+that a Director or Member may suffer including, but not limited to, any
+Director, or Member who, is to be made a party to any pending or
+completed action, suit or proceeding ("**Proceeding**"), any appeal
+therein, or any inquiry or investigation preliminary thereto, solely by
+reason of the fact that he or she is or was a Director, Member and was
+acting within scope of duties or under the authority of the Company and
+was not in breach of agreements or violating fiduciary responsibility 
+as determned by the Members;
+
+* the Company may (at the Members sole discretion) pay a Director or Member for expenses 
+incurred by him or her:
+
+(1) in advance of any deposition of a Proceeding to which such Director or Member is a party, and
+
+(2) in connection with his or her appearance as a witness or other participation in any 
+Proceeding. 
+
+Such indemnification may also include counsel fees. 
+
+The Company may indemnify and advance expenses to an employee or agent of the Company to
+the same extent and subject to the same conditions under which it may
+indemnify and advance expenses to the Director or Members under the
+preceding sentence. 
+
+The provisions of this Section shall not be exclusive of any other right 
+under any law, provision of the Certificate or this Agreement, or otherwise.
+
+Notwithstanding the foregoing, this indemnity shall not apply to actions constituting :
+
+* gross negligence
+
+* simple negligence
+
+* willful misconduct 
+
+* bad faith
+
+* involving a material or fiduciary breach of this Agreement or the duties set forth herein,
+
+* any other reason in the Members and/or Board Of Directors discretion
+which reason, in the Board Of Directors or Members reasonable opinion, causes a substantial
+loss to the Company.
+
+## Option to Purchase Insurance
+
+The Company may purchase and maintain insurance to protect itself and any
+Director, Member, employee or agent of the Company, whether or not the
+Company would have the power to indemnify such Person under this Section.
+
+## Limits of Coverage
+
+This indemnification obligation shall be limited to $1,000.00 and no Member 
+shall be required to make a Capital Contribution in respect thereof.