Real Property Transfer Agreement - Affordable HomeMatters Indiana LLC Intend Indiana

Home Browse Search

APPROVED AND FILED DIEGO MORALES INDIANA SECRETARY OF STATE 05/03/2024 03:16 PM The Company shall pay for or reimburse the reasonable Expenses (as hereinafter defined) incurred by such a Person in connection with any such Proceeding in advance of final disposition thereof if- (i) the Person furnishes the Company a written affirmation of the Person's good faith belief that he, she or it has met the standard of conduct for indemnification described in paragraph (c) of this Article XI; (ii) the Person furnishes the Company a written undertaking, executed personally or on such Person's behalf, to repay the advance if it is ultimately determined that such Person did not meet such standard of conduct; and (iii) a determination is made in accordance with paragraph (d) of this Article XI that based upon facts then known to those making the determination, indemnification would not be precluded under this Article XI. The undertaking described in subparagraph WOO above must be a general obligation of the Person subject to such reasonable limitations as the Company may permit, but need not be secured and may be accepted without reference to financial ability to make repayment. The Company shall indemnify a Person who is wholly successful, on the merits or otherwise, in the defense of any such Proceeding, as a matter of right, against reasonable Expenses incurred by the Person in connection with the Proceeding without the requirement of a determination as set forth in paragraph (c) of this Article XI. Upon demand by a Person for indemnification or advancement of Expenses, as the case may be, the Company shall expeditiously determine whether the Person is entitled thereto in accordance with this Article XI. The indemnification and advancement of Expenses provided for under this Article XI shall be applicable to any Proceeding arising from acts or omissions occurring before or after the adoption of this Article. (b) The Company shall have the power, but not the obligation, to indemnify any Person who is or was an employee or agent of the Company to the same extent as if such Person was an Indemnified Person as defined in paragraph (a) of this Article XI. (c) Indemnification of a Person is permissible under this Article only if- (i) such Person conducted himself, herself or itself in good faith; (ii) such Person reasonably believed that his, her or its conduct was in or at least not opposed to the Company's best interest; and, (iii) in the case of any criminal proceeding, such Person had no reasonable cause to believe his, her or its conduct was unlawful. Indemnification is not permissible against liability to the extent such Liability is the result of the Person's willful misconduct, recklessness, violation of the Company's Operating Agreement or any improperly obtained financial or other benefit to which the Person was not legally entitled. 10 - Page 14 of 23 -