New York Limited Liability Company Operating Agreement Template Page 10
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15ARTICLE IX
EXCULPATION AND INDEMNIFICATION
9.1 Exculpation of Members. No Member shall be liable to the Company or to the other Members
for damages or otherwise with respect to any actions taken or not taken in good faith and reasonably believed
by such Member to be in or not opposed to the best interests of the Company, except to the extent any
related loss results from fraud, gross negligence or willful or wanton misconduct on the part of such Member
or the material breach of any obligation under this Agreement or of the fiduciary duties owed to the
Company or the other Members by such Member.
9.2 Indemnification by Company. The Company shall indemnify, hold harmless and defend the
Members, in their capacity as Members, Managers, or Officers, from and against any loss, expense, damage or
injury suffered or sustained by them by reason of any acts or omissions arising out of their activities on behalf
of the Company or in furtherance of the interests of the Company, including but not limited to any judgment,
award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the
defense of any actual or threatened action, proceeding or claim, if the acts or omissions were not performed
or omitted fraudulently or as a result of gross negligence or willful misconduct by the indemnified party.
Reasonable expenses incurred by the indemnified party in connection with any such proceeding relating to
the foregoing matters may be paid or reimbursed by the Company in advance of the final disposition of such
proceeding upon receipt by the Company of (i) written affirmation by the Person requesting indemnification
of its good-faith belief that it has met the standard of conduct necessary for indemnification by the Company
and (ii) a written undertaking by or on behalf of such Person to repay such amount if it shall ultimately be
determined by a court of competent jurisdiction that such Person has not met such standard of conduct,
which undertaking shall be an unlimited general obligation of the indemnified party but need not be secured.
9.3 Insurance. The Company shall have the power to purchase and maintain insurance on behalf of
any Person who is or was a Member or an agent of the Company against any liability asserted against such
Person and incurred by such Person in any such capacity, or arising out of such Person's status as a Member
or an agent of the Company, whether or not the Company would have the power to indemnify such Person
against such liability under Section 10.1 or under applicable law.
ARTICLE X
MISCELLANEOUS
10.1 Authority. This Agreement constitutes a legal, valid and binding agreement of the Member,
enforceable against the Member in accordance with its terms. The Member is empowered and duly
authorized to enter into this Agreement (including the power of attorney herein) under every applicable
governing document, partnership agreement, trust instrument, pension plan, charter, certificate of
incorporation, bylaw provision or the like. The Person, if any, signing this Agreement on behalf of the
Member is empowered and duly authorized to do so by the governing document or trust instrument, pension
plan, charter, certificate of incorporation, bylaw provision, board of directors or stockholder resolution or the
like.
10.2 Indemnification by the Members. Each Member hereby agrees to indemnify and defend the
Company, the other Members and each of their respective employees, agents, partners, members, shareholders,
officers and directors and hold them harmless from and against any and all claims, liabilities, damages, costs
and expenses (including, without limitation, court costs and attorneys' fees and expenses) suffered or incurred
on account of or arising out of any breach of this Agreement by that Member.
ARTICLE XI
DISPUTE RESOLUTION
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