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This excerpt taken from the DTV 8-K filed Apr 28, 2005. Indemnitee”) to
the fullest extent permitted by law from and against any and all losses,
claims, demands, costs, damages, liabilities (joint or several), expenses of
any nature (including attorneys’ fees and disbursements), judgments, fines,
settlements, and other amounts arising from any and all claims, demands,
actions, suits, or proceedings, whether civil, criminal, administrative or
investigative, in which the Indemnitee may be involved, or threatened to be
involved, as a party or otherwise, arising out of or incidental to the business
or activities of or relating to the LLC, regardless of whether the Indemnitee
continues to be a Member, a Board Member, an officer, or Affiliate thereof at
the time any such liability or expense is paid or incurred; provided, however, that this provision shall not eliminate
or limit the liability of an Indemnitee (i) for acts or omissions which involve
intentional misconduct or a knowing violation of law, or (ii) for any
transaction from which the Indemnitee received any improper personal benefit.
7.11.2. Expenses incurred by an Indemnitee in defending any claim, demand, action, suit, or proceeding subject to this Section 7.11 shall, from time to time, upon request by the Indemnitee be advanced by the LLC prior to the final disposition of such claim, demand, action, suit, or proceeding upon receipt by the LLC of an undertaking by or on behalf of the Indemnitee to repay such
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amount, if it shall be determined in a judicial proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as authorized in this Section 7.11. 7.11.3. The indemnification provided by this Section 7.11 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, vote of the Members, as a matter of law or equity, or otherwise, both as to an action in the Indemnitee’s capacity as a Member, a Board Member, an officer, or any Affiliate thereof, and as to an action in another capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns, and administrators of the Indemnitee. 7.11.4. The LLC may purchase and maintain insurance on behalf of the Board Members and the Managing Member and such other Persons as the Managing Member shall determine against any liability that may be asserted against or expense that may be incurred by such Persons in connection with the offering of interests in the LLC or the business or activities of the LLC, regardless of whether the LLC would have the power to indemnify such Persons against such liability under the provisions of this Agreement. 7.11.5. An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.11 or otherwise by reason of the fact that the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted or not expressly prohibited by the terms of this Agreement. 7.11.6. The provisions of this Section 7.11 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons. |
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