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Exhibit 10.25
Rio Vista GP LLC
Indemnification Agreement
This Indemnification Agreement (this “ Agreement ”) is executed on March ___, 2007, with an effective date of January 1, 2007 (the “ Effective Date ”), by and between Rio Vista GP LLC, a Delaware limited liability company (the “ Company ”), and , an individual residing in the State of ( “Indemnitee“ ).
Indemnitee is an officer or manager of the Company or an affiliate of the Company.
The Company and Indemnitee recognize the difficulty in obtaining directors’ and officers’ liability insurance, the increases in the cost of such insurance, and the general limitations in the coverage of such insurance.
The Company and Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting officers and managers to expensive litigation risks at the same time as the availability and coverage of liability insurance has been severely limited.
Indemnitee does not regard the current protection available as adequate under the present circumstances, and Indemnitee may not be willing to serve or continue to serve as a manager or officer of the Company without additional protection.
The Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve as officers and managers of the Company and to indemnify its officers and managers so as to provide them with the maximum protection permitted by law.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises set forth in this Agreement, the parties to this Agreement agree as follows:
Section 1. Indemnification.
1.1 Third Party Proceedings . The Company shall indemnify Indemnitee if he is or was a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a manager or officer of the Company, by reason of any action or inaction on the part of Indemnitee while a manager or officer of the Company or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, manager, officer, employee, or agent of another corporation, limited liability company, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit, or proceeding, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner that Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful.
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1.2 Proceedings By or in the Right of the Company . The Company shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Company or any subsidiary of the Company to procure a judgment in its favor by reason of the fact that Indemnitee is or was a manager or officer of the Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while an officer or manager or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, manager, officer, employee, or agent of another corporation, limited liability company, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) and, to the fullest extent permitted by law, amounts paid in settlement, in each case to the extent actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such action or suit, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made pursuant to this Section 1.2 in respect of any claim, issue, or matter as to which Indemnitee shall have been adjudged to be liable to the Company, by the Court of Chancery of the State of Delaware or other court in which such action or suit was brought, unless and only to the extent that such court determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper.
1.3 Mandatory Payment of Expenses . To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 1.1 and 1.2 or the defense of any claim, issue, or matter in Section 1.1 or 1.2 , Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection with such defense.
1.4 Limited Liability Company Agreement . This Agreement is intended to implement the provisions of Article 12 (Indemnification) of the Company’s limited liability company agreement in effect as of the date hereof. Pursuant to such Article 12, if the liability, loss, damage or claim arises out of any action or inaction of the Indemnitee, indemnification under this Agreement shall be available only if (a) either (i) the Indemnitee, at the time of such action or inaction, determined in good faith that its, his or her course of conduct was in, or not opposed to, the best interests of the Company, or (ii) in the case of inaction by the Indemnitee, the Indemnitee did not intend its, his or her inaction to be harmful or opposed to the best interests of the Company, and (b) the action or inaction did not constitute fraud, gross negligence or willful misconduct by the Indemnitee or a breach of the Company’s limited liability company agreement; and provided, further, that indemnification shall be recoverable only from the assets of the Company and not from any assets of the Company’s members. THE FOREGOING INDEMNITY IS INTENDED TO INDEMNIFY THE INDEMNITEE FOR HIS OWN ACTS OF NEGLIGENCE AND SHALL APPLY IRRESPECTIVE OF ANY CLAIM OF CONCURRENT OR CONTRIBUTORY NEGLIGENCE ON THE PART OF THE INDEMNITEE.
1.5 Determination That Indemnification Is Proper . Any indemnification under this Agreement shall (unless otherwise ordered by a court) be made by the Company unless a determination is made that indemnification of such person is not proper in the circumstances because he or she has not met the applicable standards of conduct set forth in Section 1.1 or 1.2 , as applicable, and Section 1.4 above. Any such determination shall be made (i) by a majority vote of the managers who are not parties to the action, suit or proceeding in question (“disinterested managers”), even if less than a quorum, (ii) by a majority vote of a committee of disinterested managers designated by majority vote of disinterested managers, even if less than a quorum, (iii) by a majority vote of a quorum of the members of the Company, which quorum shall consist of members who are not at that time parties to the action, suit or proceeding in question, (iv) by independent legal counsel, or (v) by the Court of Chancery of the State of Delaware or other court of competent jurisdiction. Upon submission to the Company of a written request for indemnification, Indemnitee shall be entitled to a rebuttable presumption that he has met the applicable standard of conduct for indemnification set forth in this Section 1 . The Company shall have
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the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption. If the Company contests the right of Indemnitee to indemnification, the Company shall furnish to Indemnitee a statement of reasons underlying the Company’s position within sixty (60) days following receipt of a written request for indemnification. If the Company fails to respond to a written request for indemnification within such 60-day period, Indemnitee may thereafter submit to the Company a second written request for indemnification. If the Company fails to respond to such second request within an additional period of thirty (30) days, the Company shall thereafter be deemed to have waived its right to contest the right of Indemnitee to indemnification under this Agreement. Nothing contained in this Agreement shall limit the ability of the Court of Chancery of the State of Delaware or other court of competent jurisdiction to determine that Indemnitee has or has not met the applicable standard of conduct for indemnification.
1.6 Amendments to the Delaware Limited Liability Company Act or Limited Liability Company Agreement . This Agreement is intended to provide indemnity to Indemnitee to the fullest extent allowed under Delaware law and the Company’s limited liability company agreement. Accordingly, to the extent permitted by law, if the Limited Liability Company Act of the State of Delaware or the Company’s limited liability company agreement permits greater indemnity than the indemnity set forth herein, or if any amendment is made to the Limited Liability Company Act of the State of Delaware or the Company’s limited liability company agreement expanding the indemnity permissible under law or such agreement, the indemnity obligations of the Company contained herein shall automatically be expanded, without the necessity of action on the part of any party, to the extent necessary to provide to Indemnitee the fullest indemnity permissible under law or such agreement.
Section 2. Expenses: Indemnification Procedure.
2.1 Advancement of Expenses . The Company shall advance all expenses incurred by Indemnitee, and, to the fullest extent permitted by law, amounts paid in settlement






