writing and agreed to by the affirmative vote or consent of Members holding a majority of the
Members’ Percentage Interests. No amendment may be made to Articles that apply to the
financial interest of the Members, except by the vote or consent of all of the Members. No
amendment of any provision of this Agreement relating to the voting requirements of the
Members on any specific subject shall be made without the affirmative vote or consent of at
least the number or percentage of Members required to vote on such subject.
16. Indemnification
a) SINGLE-MEMBER: The Member (including, for purposes of this Section, any
estate, heir, personal representative, receiver, trustee, successor, assignee and/or
transferee of the Member) shall not be liable, responsible or accountable, in
damages or otherwise, to the Company or any other person for: (i) any act
performed, or the omission to perform any act, within the scope of the power and
authority conferred on the Member by this agreement and/or by the Statutes except
by reason of acts or omissions found by a court of competent jurisdiction upon entry
of a final judgment rendered and un-appealable or not timely appealed (“Judicially
Determined”) to constitute fraud, gross negligence, recklessness or intentional
misconduct; (ii) the termination of the Company and this Agreement pursuant to the
terms hereof; (iii) the performance by the Member of, or the omission by the Member
to perform, any act which the Member reasonably believed to be consistent with the
advice of attorneys, accountants or other professional advisers to the Company with
respect to matters relating to the Company, including actions or omissions
determined to constitute violations of law but which were not undertaken in bad faith;
or (iv) the conduct of any person selected or engaged by the Member.
The Company, its receivers, trustees, successors, assignees and/or transferees
shall indemnify, defend and hold the Member harmless from and against any and all
liabilities, damages, losses, costs and expenses of any nature whatsoever, known or
unknown, liquidated or unliquidated, that are incurred by the Member (including
amounts paid in satisfaction of judgments, in settlement of any action, suit, demand,
investigation, claim or proceeding (“Claim”), as fines or penalties) and from and
against all legal or other such costs as well as the expenses of investigating or
defending against any Claim or threatened or anticipated Claim arising out of,
connected with or relating to this Agreement, the Company or its business affairs in
any way; provided, that the conduct of the Member which gave rise to the action
against the Member is indemnifiable under the standards set forth herein.
Upon application, the Member shall be entitled to receive advances to cover the
costs of defending or settling any Claim or any threatened or anticipated Claim
against the Member that may be subject to indemnification hereunder upon receipt
by the Company of any undertaking by or on behalf of the Member to repay such
advances to the Company, without interest, if the Member is Judicially Determined
not to be entitled to indemnification as set forth herein.