THE COMPANY.
ARTICLE X.
INDEMNIFICATION AND INSURANCE
10.1
INDEMNIFICATION OF AGENTS.
THE COMPANY SHALL
INDEMNIFY ANY PERSON WHO WAS OR IS A PARTY OR IS THREATENED TO BE MADE A PARTY
TO ANY THREATENED, PENDING OR COMPLETED ACTION, SUIT OR PROCEEDING BY REASON OF
THE FACT THAT SUCH PERSON IS OR WAS A MEMBER, MANAGER, OFFICER, EMPLOYEE OR
OTHER AGENT OF THE COMPANY OR THAT, BEING OR HAVING BEEN SUCH A MEMBER, MANAGER,
OFFICER, EMPLOYEE OR AGENT, SUCH PERSON IS OR WAS SERVING AT THE REQUEST OF THE
COMPANY AS A
16
MANAGER, DIRECTOR, OFFICER, EMPLOYEE OR OTHER AGENT OF ANOTHER LIMITED LIABILITY
COMPANY, COMPANY, PARTNERSHIP, JOINT VENTURE, TRUST OR OTHER ENTERPRISE (ALL
SUCH PERSONS BEING REFERRED TO HEREINAFTER AS AN "AGENT"), TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW IN EFFECT ON THE DATE HEREOF AND TO SUCH GREATER
EXTENT AS APPLICABLE LAW MAY HEREAFTER FROM TIME TO TIME PERMIT.
THE MANAGER
SHALL BE AUTHORIZED, ON BEHALF OF THE COMPANY, TO ENTER INTO INDEMNITY
AGREEMENTS WITH ANY PERSON ENTITLED TO BE INDEMNIFIED BY THE COMPANY HEREUNDER,
UPON SUCH TERMS AND CONDITIONS AS THE MANAGER DEEMS PRUDENT.
10.2
INSURANCE.
THE COMPANY SHALL HAVE THE POWER TO
PURCHASE AND MAINTAIN INSURANCE ON BEHALF ON ANY PERSON WHO IS OR WAS 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
AN AGENT, WHETHER OR NOT THE COMPANY WOULD HAVE THE POWER TO INDEMNIFY SUCH
PERSON AGAINST SUCH LIABILITY UNDER THE PROVISIONS OF SECTION 10.1 OR UNDER
APPLICABLE LAW.
THE COMPANY SHALL AT ALL TIMES MAINTAIN ADEQUATE INSURANCE IN
ACCORDANCE WITH SECTION 4.2 OF THIS AGREEMENT.
ARTICLE XI.
DEFINITIONS; MISCELLANEOUS
11.1
DEFINITIONS.
WHEN USED IN THIS AGREEMENT, THE
FOLLOWING TERMS SHALL HAVE THE MEANINGS SET FORTH BELOW.
TERMS NOT DEFINED IN
THIS SECTION 11.1 SHALL HAVE THE MEANINGS SET FORTH ELSEWHERE IN THIS AGREEMENT.
(1)
"ACT" SHALL MEAN THE BEVERLY KILLEA LIMITED
LIABILITY COMPANY ACT, CODIFIED IN THE CALIFORNIA CORPORATIONS CODE, SECTION
17000 ET SEQ., AS THE SAME MAY BE AMENDED FROM TIME TO TIME.
(2)
"AFFILIATE" SHALL MEAN ANY INDIVIDUAL,
PARTNERSHIP, CORPORATION, TRUST OR OTHER ENTITY OR ASSOCIATION, DIRECTLY OR
INDIRECTLY, THROUGH ONE OR MORE INTERMEDIARIES, CONTROLLING, IN THE IMMEDIATELY
PRECEDING SENTENCE, MEANS WITH RESPECT TO A CORPORATION OR LIMITED LIABILITY
COMPANY THE RIGHT TO EXERCISE, DIRECTLY OR INDIRECTLY, MORE THAN FIFTY PERCENT
(50%) OF THE VOTING RIGHTS ATTRIBUTABLE TO THE CONTROLLED CORPORATION OR LIMITED
LIABILITY COMPANY, AND, WITH RESPECT TO ANY INDIVIDUAL, PARTNERSHIP, TRUST,
OTHER ENTITY OR ASSOCIATION, THE POSSESSION, DIRECTLY OR INDIRECTLY, OF THE
POWER TO DIRECT OR CAUSE THE DIRECTION OF THE MANAGEMENT OR POLICIES OF THE
CONTROLLED ENTITY.
(3)
"BANKRUPTCY" SHALL MEAN: (A) THE FILING OF
AN APPLICATION BY A MEMBER FOR, OR ITS CONSENT TO, THE APPOINTMENT OF A TRUSTEE,
RECEIVER, OR CUSTODIAN OF ITS OTHER ASSETS; (B) THE ENTRY OF AN ORDER FOR RELIEF
WITH RESPECT TO A MEMBER IN PROCEEDINGS UNDER THE UNITED STATES