GIS » Topics » 6.7 Indemnification of Limited Members.

This excerpt taken from the GIS 10-Q filed Jan 6, 2005.

        6.7     Indemnification of Limited Members.

        (a)    Subject to Section 6.7(b), the Company, its receiver or its trustee (in the case of its receiver or trustee, to the extent of Property) shall indemnify, save harmless, and pay all Expenses of any Limited Member, and any members, managers, partners, stockholders, officers, directors, employees, or agents of such Limited Member (each, a “Limited Member Indemnitee”) relating to any liability or damage incurred by reason of any act performed or omitted to be performed by such Limited Member or Limited Member Indemnitee in connection with the business of the Company, including attorneys’ fees incurred by such Limited Member or Limited Member Indemnitee in connection with the defense of any action based on any such act or omission, which attorneys’ fees may be paid as incurred, including all such liabilities under federal and state securities laws (including the Securities Act) as permitted by law.

        (b)    Section 6.7(a) shall be enforced only to the maximum extent permitted by law and the Limited Members shall not be indemnified from any liability for fraud, bad faith, willful misconduct, gross negligence, or a failure to perform in accordance with this Agreement.

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