Form Sc-00llc-1 - Llc Operating Agreement Page 8
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20(i)
Any person who is or was a member or officer of the LLC and who is or
may be a party to any civil action because of his/her participation in or with the
LLC, and who acted in good faith and in a manner which he/she reasonably
believed to be in, or not opposed to, the best interests of the LLC may be
indemnified and held harmless by the LLC.
(ii)
Any person who is or was a member or officer of the LLC and who is or
may be a party to any criminal action because of his/her participation in or with
the LLC, and who acted in good faith and had reasonable cause to believe that the
act or omission was lawful, may be indemnified and held harmless by the LLC.
(b)
Advancement of Expenses. Expenses (including attorney’s fees) incurred by an
indemnified person in defending any proceeding shall be paid in advance of the
proceedings conclusion. Should the indemnified member or officer ultimately be
determined to not be entitled to indemnification, that member or officer agrees to
immediately repay to LLC all funds expended by the LLC on behalf of the member or
officer.
(c)
Non-Exclusivity of Rights. The right to indemnification and payment of fees and
expenses conferred in this section shall not be exclusive of any right which any person
may have or hereafter acquire under any statute, provision of this Agreement, contract,
agreement, vote of Members or otherwise. The Members and officers are expressly
authorized to adopt and enter into indemnification agreements for Members and officers.
(d)
Insurance. The Members shall cause the LLC to purchase and maintain insurance
for the LLC, for its Members and officers, and/or on behalf of any third party or parties
whom the members might determine should be entitled to such insurance coverage.
(e)
Effect of Amendment. No amendment, repeal or modification of this Article shall
adversely affect any rights hereunder with respect to any action or omission occurring
prior to the date when such amendment, repeal or modification became effective.
ARTICLE VII
MEMBERS INTEREST TERMINATED
28.
Termination of Membership. A Member’s interest in the LLC shall cease upon the
occurrence of one or more of the following events:
a. A Member provided notice of withdrawal to the LLC thirty (30) days in advance of
the withdrawal date. Withdrawal by a Member is not a breach of this Agreement
b. A Member assigns all of his/her interest to a qualified third party.
c. A Member dies.
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