Form Il-00llc-1 - Llc Operating Agreement Page 9
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21(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, shall 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
proceeding’s final disposition. 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 the advancement of
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, officers and advisory committee members.
(d) Insurance. The Members may 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.
28.
Duties of Persons Serving on Advisory Committees; Limitation of Liability;
Indemnification. The Members shall have the right to form advisory committees. Persons
serving on an advisory committee, whether or not a Member or officer, shall perform their
duties in good faith, in a manner they reasonably believe to be in the best interests of the
LLC, and with such care as an ordinarily prudent person in a like position would use under
similar circumstances. A person serving on an advisory committee shall not have any
liability to the LLC or to any Member or officer for any loss or damage sustained by the
LLC or any Member or officer unless the loss or damage was the result of fraud, deceit,
gross negligence, willful misconduct, or a wrongful taking by such person.
ARTICLE VII
MEMBERS INTEREST TERMINATED
29.
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 third party.
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