Real Property Transfer Agreement - Affordable HomeMatters Indiana LLC Intend Indiana

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APPROVED AND FILED DIEGO MORALES INDIANA SECRETARY OF STATE 05/03/2024 03:16 PM The termination of a Proceeding by judgment, order, settlement, conviction or upon a plea ofnolo contendere or its equivalent is not, of itself, determinative that the Person did not meet the standard of conduct described in this paragraph (c). (d) A determination as to whether indemnification or advancement of Expenses is permissible shall be made by: (i) a majority in interest of the Member(s) (including any interested Member); or (ii) independent special legal counsel selected in accordance with par�ph (d)(i) above. (e) Any Indemnified Person who is a Party to a Proceeding may apply for indemnification from the Company to the court, if any, conducting the Proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving notice the court considers necessary, may order indemnification if it determines: (i) in a Proceeding in which the Person is wholly successful, on the merits or otherwise, the Person is entitled to indemnification under this Article XI, in which case the court shall order the Company to pay the Person his, her or its reasonable Expenses incurred to obtain such court ordered indemnification; or (ii) the Person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the Person met the standard of conduct set forth in paragraph (c) of this Article XI. 0 Indemnification shall also be provided for a Person's conduct with respect to an employee benefit plan if the Person reasonably believed his, her or its conduct to be in the interests of the participants in and beneficiaries of the plan. (g) Nothing contained in this Article XI shall limit or preclude the exercise or be deemed exclusive of any right under the law, by contract or otherwise, relating to indemnification of or advancement of Expenses to any such Person or any Person who is or was serving at the Company's request as a director, officer, partner, member, manager, trustee, employee, or agent of another foreign or domestic company, partnership, association, limited liability company, corporation, joint venture, trust, employee benefit plan, or other enterprise, whether for -profit or not. Nothing contained in this Article XI shall limit the ability of the Company to otherwise indemnify or advance Expenses to any Person. It is the intent of this Article XI to provide indemnification to such a Person to the fullest extent now or hereafter permitted by the law consistent with the terms and conditions of this Article XI. If indemnification is permitted under this Article XI, indemnification shall be provided in accordance with this Article XI irrespective of the nature of the legal or equitable theory upon which a claim is asserted, including without limitation, negligence, breach of duty, waste, breach of contract (except to the extent the claim relates to the Operating Agreement or a contract between the Company and that Member or Manager), breach of warranty, strict liability, violation of federal or state securities law, violation of the Employee Retirement Income Security Act of 1974, as amended, or violation of any other state or federal law. (h) For purposes of this Article XI: 11 - Page 15 of 23 -