Indemnification Rights Explained

Summary

The passage explains indemnification rights, highlighting that they are not exclusive, create contractual rights, continue despite status changes, and apply to actions after adoption. Changes cannot retroactively limit these rights for past acts or omissions.

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can you plean what this means?
Hello Stephanie, I see you need clarification on something. Could you please provide me with the specific legal text or situation you need help understanding?
The right of indemnification provided for herein (i) shall not be deemed exclusive of any other rights of an Indemnitee, (ii) shall be deemed to create contractual rights in favor of such Indemnitee, (iii) shall continue as to persons who have ceased to have the status pursuant to which they were entitled or were determined to be entitled to indemnification hereunder and shall inure to the benefit of the heirs, successors, assigns, administrators and personal representatives of such Indemnitees and (iv) shall be applicable to actions, suits or proceedings commenced after the adoption hereof, whether arising from acts or omissions occurring before or after the adoption hereof. The rights of indemnification provided for herein may not be amended, modified or repealed so as to limit in any way the indemnification provided for herein with respect to any acts or omissions occurring prior to the effective date of any such amendment, modification or repeal.
This passage is about rights to indemnification, which is a form of compensation for harm or loss. In summary:
- The indemnification rights aren't exclusive.
- These rights are contractual and in favor of the indemnitee.
- These rights extend to people no longer in the status that initially entitled them to indemnification.
- Rights apply to actions taken after the adoption of these terms, including acts or omissions before or after adoption.
- Changes cannot retroactively limit indemnification for past acts or omissions.
The Investor agrees to indemnify and hold harmless the Company, its Manager and each of their affiliates, and each other person, if any, who controls, is controlled by, or is under common control with, any of the foregoing, within the meaning of Section * of the Securities Act, against any and all loss, liability, claim, damage and expense whatsoever (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) arising out of or based upon (i) any false representation or warranty made by the Investor, or breach or failure by the Investor to comply with any covenant or agreement made by the Investor, in this Subscription Agreement or in any other document furnished by the Investor to any of the foregoing in connection with this transaction, or (ii) any action for securities law violations instituted by the Investor which is finally resolved by judgment against the Investor. The Investor also agrees to indemnify the Company, the Manager and their affiliates and agents for any and all costs, fees and expenses (including legal fees and disbursements) in connection with any damages resulting from the Investor's assertion of lack of proper authorization from the Beneficial Owner or any other required authority to enter into this Subscription Agreement or perform the obligations hereof.
This passage suggests that the investor promises to protect the company, its manager, and affiliates from any losses or damages. This includes those caused by false statements, breaches of agreement, or legal actions related to securities law violations by the investor. The investor also agrees to cover costs, fees, and expenses related to any damages caused by asserting lack of proper authorization to enter into the agreement.
can you explan what this means?
This passage discusses the right to indemnification, which is a form of compensation for damage or loss. Here's a summary:
- This right isn't the only one the indemnitee has.
- It creates contractual rights for the indemnitee.
- These rights continue even if the indemnitee's status changes.
- The rights apply to actions started after these terms are adopted, regardless of when the act/omission occurred.
- Changes cannot retroactively limit indemnification for past acts/omissions.