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EXHIBIT 3.12
BYLAWS
OF
VALLEY INDUSTRIES, LLC
A DELAWARE LIMITED LIABILITY COMPANY
ADOPTED AS OF AUGUST 1, 1997
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TABLE OF CONTENTS
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ARTICLE I Meetings of Members ........................................... 1
Section 1. Place of Meetings and Meetings by Telephone ................... 1
Section 2. Call of Meetings .............................................. 1
Section 3. Notice of Meetings of Members ................................. 1
Section 4. Manner of Giving Notice ....................................... 2
Section 5. Adjourned Meeting; Notice ..................................... 2
Section 6. Quorum; Voting ................................................ 2
Section 7. Waiver of Notice by Consent of Absent Members ................. 2
Section 8. Member Action by Written Consent Without a Meeting ............ 2
Section 9. Record Date for Member Notice, Voting and Giving Consents ..... 3
Section 10. Proxies ....................................................... 3
ARTICLE II Managers and Meetings of Managers ............................. 4
Section 1. Powers ........................................................ 4
Section 2. Number of Managers ............................................ 4
Section 3. Vacancies ..................................................... 4
Section 4. Place of Meetings and Meetings by Telephone ................... 4
Section 5. Regular Meetings .............................................. 4
Section 6. Special Meetings .............................................. 4
Section 7. Quorum; Chairman .............................................. 5
Section 8. Waiver of Notice .............................................. 5
Section 9. Adjournment ................................................... 5
Section 10. Action Without a Meeting ...................................... 5
Section 11. Delegation of Power ........................................... 6
ARTICLE III Officers ...................................................... 6
Section 1. Officers ...................................................... 6
Section 2. Election of Officers .......................................... 6
Section 3. Additional Officers ........................................... 6
Section 4. Removal and Resignation of Officers ........................... 6
Section 5. Vacancies in Offices .......................................... 7
Section 6. President ..................................................... 7
Section 7. Secretary ..................................................... 7
Section 8. Treasurer ..................................................... 7
ARTICLE IV Maintenance and Inspection of Records ......................... 8
Section 1. Member List ................................................... 8
Section 2. Bylaws ........................................................ 8
Section 3. Other Records ................................................. 8
Section 4. Inspection by Managers ........................................ 9
ARTICLE V General Matters ............................................... 9
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Section 1. Checks, Drafts, Evidence of Indebtedness ...................... 9
Section 2. Representation of Shares of Other Entities Held by Company .... 9
Section 3. Seal .......................................................... 9
ARTICLE VI Amendments and Incorporation by Reference ..................... 9
Section 1. Amendment ..................................................... 9
Section 2. Incorporation by Reference of Bylaws into Operating
Agreement ............................................... 9
ARTICLE VII Indemnification ............................................... 10
Section 1. Indemnification of Managers, Officers, Employees and Agents ... 10
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BYLAWS
OF
VALLEY INDUSTRIES, LLC
INTRODUCTION
A. AGREEMENT. These Bylaws are subject to the Operating Agreement
dated as of August__, 1997, as the same may from time to time be amended and in
effect (the "Operating Agreement"), of Valley Industries, LLC, a Delaware
limited liability company (the "Company"). In the event of any inconsistency
between the terms hereof and the terms of the Operating Agreement, the terms of
the Operating Agreement shall control.
B. DEFINITIONS. Capitalized terms used and not defined in these Bylaws
have the meanings ascribed to them in the Operating Agreement.
ARTICLE I
MEETINGS OF MEMBERS
Section 1. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. Meetings of
Members shall be held at any place designated by the Board of Managers. In the
absence of any such designation, meetings of Members shall be held at the
principal place of business of the Company. Any meeting of the Members may be
held by conference telephone or similar communication equipment so long as all
Members participating in the meeting can hear one another, and all Members
participating by telephone or similar communication equipment shall be deemed to
be present in person at the meeting.
Section 2. CALL OF MEETINGS. Meetings of the Members may be called at
any time by the Board of Managers for the purpose of taking action upon any
matter requiring the vote or authority of the Members as provided herein or in
the Operating Agreement or upon any other matter as to which such vote or
authority is deemed by the Board of Managers to be necessary or desirable.
Section 3. NOTICE OF MEETINGS OF MEMBERS. All notices of meetings of
Members shall be sent or otherwise given in accordance with Section 4 of this
Article I not less then five nor more than 60 days before the date of the
meeting. The notice shall specify the place, date and hour of the meeting and
the general nature of the business to be transacted.
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Section 4. MANNER OF GIVING NOTICE. Notice of any meeting of Members
shall be given personally or by telephone to each Member or sent by first class
mail, by telegram or telecopy (or similar electronic means) or by a nationally
recognized overnight courier, charges prepaid, addressed to the Member at the
address of that Member appearing on the books of the Company or given by the
Member to the Company for the purpose of notice. Notice shall be deemed to have
been given at the time when delivered either personally or by telephone, or at
the time when deposited in the mail or with a nationally recognized overnight
courier, or when sent by telegram or telecopy (or similar electronic means).
Section 5. ADJOURNED MEETING; NOTICE. Any meeting of Members, whether
or not a quorum is present, may be adjourned from time to time by the vote of a
Majority in Interest of Members represented at that meeting, either in person or
by proxy. When any meeting of Members is adjourned to another time or place,
notice need not be given of the adjourned meeting, unless a new record date of
the adjourned meeting is fixed or unless the adjournment is for more than 30
days from the date set for the original meeting, in which case the Board of
Managers shall set a new record date and shall give notice in accordance with
the provisions of Sections 3 and 4 of this Article I. At any adjourned meeting,
the Company may transact any business that might have been transacted at the
original meeting.
Section 6. QUORUM; VOTING. At any meeting of the Members, a Majority
in Interest of Members present, in person or by proxy, shall constitute a quorum
for all purposes, unless or except to the extent that the presence of Members
holding a higher aggregate Percentage Interest is required by the Operating
Agreement or applicable law. Except as otherwise required by the Operating
Agreement, these Bylaws or applicable law, all matters shall be determined by a
Majority in Interest of Members.
Section 7. WAIVER OF NOTICE BY CONSENT OF ABSENT MEMBERS. The
transactions of a meeting of Members, however called and noticed and wherever
held, shall be as valid as though taken at a meeting duly held after regular
call and notice if a quorum is present either in person or by proxy and if
either before or after the meeting, each person entitled to vote who was not
present in person or by proxy signs a written waiver of notice or a consent to a
holding of the meeting or an approval of the minutes. The waiver of notice or
consent need not specify either the business to be transacted or the purpose of
any meeting of Members. Attendance by a person at a meeting shall also
constitute a waiver of notice of that meeting, except when the person objects at
the beginning of the meeting to the transaction of any business because the
meeting is not lawfully called or convened and except that attendance at a
meeting is not a waiver of any right to object to the consideration of matters
not included in the notice of the meeting if that objection is expressly made at
the beginning of the meeting.
Section 8. MEMBER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any
action that may be taken at any meeting of Members may be taken without a
meeting and without prior notice if a consent in writing setting forth the
action so taken is signed
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by a Majority in Interest of Members (or Members holding such higher aggregate
Percentage Interest as is required to authorize or take such action under the
terms of the Operating Agreement, these Bylaws or applicable law). Any such
written consent may be executed and given by telecopy or similar electronic
means. Such consents shall be filed with the Secretary of the Company and shall
be maintained in the Company's records.
Section 9. RECORD DATE FOR MEMBER NOTICE, VOTING AND GIVING CONSENTS.
(a) For purposes of determining the Members entitled to vote or act at any
meeting or adjournment thereof, the Board of Managers may fix in advance a
record date which shall not be greater than 60 days nor fewer than five days
before the date of any such meeting. If the Board of Managers does not so fix a
record date, the record date for determining Members entitled to notice of or to
vote at a meeting of Members shall be at the close of business on the business
day immediately preceding the day on which notice is given, or if notice is
waived, at the close of business on the business day next preceding the day on
which the meeting is held.
(b) The record date for determining the Members entitled to give
consent to action in writing without a meeting, (a) when no prior action of the
Board of Managers has been taken, shall be the day on which the first written
consent is given, or (b) when prior action of the Board of Managers has been
taken, shall be such date as determined for that purpose by the Board of
Managers, which record date shall not precede the date upon which the resolution
fixing it is adopted by the Board of Managers and shall not be more than 20 days
after the date of such resolution.
(c) Only Members of record on the record date as herein determined
shall have any right to vote or to act at any meeting or give consent to any
action relating to such record date, provided that no Member who transfers all
or part of such Member's Interest after a record date (and no transferee of such
Interest) shall have the right to vote or act with respect to the transferred
Interest as regards the matter for which the record date was set.
Section 10. PROXIES. Every Member entitled to vote or act on any
matter at a meeting of Members shall have the right to do so either in person or
by proxy, provided that an instrument authorizing such a proxy to act is
executed by the Member in writing and dated not more than 11 months before the
meeting, unless the instrument specifically provides for a longer period. A
proxy shall be deemed executed by a Member if the Member's name is placed on the
proxy (whether by manual signature, typewriting, telegraphic transmission or
otherwise) by the Member or the Member's attorney-in-fact. A valid proxy that
does not state that it is irrevocable shall continue in full force and effect
unless (i) revoked by the person executing it before the vote pursuant to that
proxy by a writing delivered to the Company stating that the proxy is revoked,
by a subsequent proxy executed by, or by attendance at the meeting and voting in
person by, the person executing that proxy or (ii) written notice of the death
or incapacity of the maker of that proxy is received by the Company before the
vote
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pursuant to that proxy is counted. A proxy purporting to be executed by or on
behalf of a Member shall be deemed valid unless challenged at or prior to its
exercise and the burden of proving invalidity shall rest on the challenger.
Except to the extent inconsistent with the provisions hereof, the General
Corporation Law of the State of Delaware, and judicial construction thereof by
the Courts of the State of Delaware, shall be applicable to proxies granted by
any Member.
ARTICLE II
MANAGERS AND MEETINGS OF MANAGERS
Section 1. POWERS. The powers of the Managers shall be as provided in
the Operating Agreement.
Section 2. NUMBER OF MANAGERS. The Board of Managers shall consist of
up to nine (9) Managers.
Section 3. VACANCIES. Vacancies in the authorized number of Managers
may be filled as provided in the Operating Agreement.
Section 4. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. All meetings
of the Board of Managers may be held at any place that has been designated from
time to time by resolution of the Board of Managers. In the absence of such a
designation, regular meetings shall be held at the principal place of business
of the Company. Any meeting, regular or special, may be held by conference
telephone or similar communication equipment so long as all Managers
participating in the meeting can hear one another, and all Managers
participating by telephone or similar communication equipment shall be deemed to
be present in person at the meeting.
Section 5. REGULAR MEETINGS. Regular meetings of the Board of
Managers shall be held at such times and at such places as shall be fixed by
unanimous approval of the Managers. Such regular meetings may be held without
notice.
Section 6. SPECIAL MEETINGS. Special meetings of the Board of
Managers for any purpose or purposes may be called at any time by Holdings.
Notice of the time and place of a special meeting shall be delivered personally
or by telephone to each Manager and sent by first-class mail, by telegram or
telecopy (or similar electronic means) or by nationally recognized overnight
courier, charges prepaid, addressed to each Manager at that Manager's address as
it is shown on the records of the Company. If the notice is mailed, it shall be
deposited in the United States mail least five calendar days before the time of
the holding of the meeting. If the notice is delivered personally or by
telephone or by telegram, telecopy (or similar electronic means) or overnight
courier, it shall be given at least 24 hours before the time of the holding of
the meeting. Any oral notice given personally or by telephone may be
communicated either to the Manager or
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to a person at the office of the Manager who the person giving the notice has
reason to believe will promptly communicate it to the Manager. The notice need
not specify the purpose of the meeting.
Section 7. QUORUM; CHAIRMAN. A majority of the authorized number of
Managers shall constitute a quorum for the transaction of business, except to
adjourn as provided in Section 9 of this Article II. Every act or decision done
or made by the affirmative vote of a majority of the Managers present at a
meeting duly held at which a quorum is present shall be regarded as the act of
the Board of Managers, except to the extent that the vote of a higher number of
Managers is required by the Operating Agreement, these Bylaws or applicable law.
The Board of Managers may from time to time appoint any Manager to serve as
Chairman of the Board of Managers, who shall preside at all meetings of the
Board of Managers and of the Members. If at the time of any such meeting, there
shall not be a Chairman of the Board, then the Board of Managers shall appoint a
person to preside at such meeting.
Section 8. WAIVER OF NOTICE. Notice of any meeting need not be given
to any Manager who either before or after the meeting signs a written waiver of
notice, a consent to holding the meeting or an approval of the minutes. The
waiver of notice or consent need not specify the purpose of the meeting. All
such waivers, consents, and approvals shall be filed with the records of the
Company or made a part of the minutes of the meeting. Notice of a meeting shall
also be deemed given to any Manager who attends the meeting without protesting
at or prior to its commencement the lack of notice to that Manager.
Section 9. ADJOURNMENT. A majority of the Managers present at any
meeting, whether or not constituting a quorum, may adjourn any meeting to
another time and place. Notice of the time and place of holding an adjourned
meeting need not be given unless the meeting is adjourned for more than 48
hours, in which case notice of the time and place shall be given before the time
of the adjourned meeting in the manner specified in Section 6 of this Article
II.
Section 10. ACTION WITHOUT A MEETING. Any action to be taken by the
Board of Managers at a meeting may be taken without such meeting by the written
consent of a majority of the Managers then in office (or such higher number of
Managers as is required to authorize or take such action under the terms of the
Operating Agreement, these Bylaws or applicable law). Any such written consent
may be executed and given by telecopy or similar electronic means. Such written
consents shall be filed with the minutes of the proceedings of the Board of
Managers. If any action is so taken by the Board of Managers by the written
consent of less than all of the Managers, prompt notice of the taking of such
action shall be furnished to each Manager who did not execute such written
consent, provided that the effectiveness of such action shall not be impaired by
any delay or failure to furnish such notice.
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Section 11. DELEGATION OF POWER. Any Manager may, by power of
attorney, delegate his power to any other Manager or Managers; PROVIDED,
HOWEVER, that in no case shall fewer than two Managers personally exercise the
powers granted to the Managers, except as otherwise provided by resolution of
the Board of Managers. A Manager represented by another Manager pursuant to such
power of attorney shall be deemed to be present for purposes of establishing a
quorum and satisfying any voting requirements. The Board of Managers may, by
resolution, delegate any or all of their powers and duties granted hereunder or
under the Operating Agreement to one or more committees of the Board of
Managers, each consisting of one or more Managers, or to one or more officers,
employees or agents (including, without limitation, Members), and to the extent
any such powers or duties are so delegated, action by the delegate or delegates
shall be deemed for all purposes to be action by the Board of Managers. All such
delegates shall serve at the pleasure of the Board of Managers. To the extent
applicable, notice shall be given to, and action may be taken by, any delegate
of the Board of Managers as herein provided with respect to notice to, and
action by, the Board of Managers.
ARTICLE III
OFFICERS
Section 1. OFFICERS. The officers of the Company shall be a
President, a Secretary and a Treasurer. The Company may also have, at the
discretion of the Board of Managers, such other officers as may be appointed in
accordance with the provisions of Section 3 of this Article III. Any number of
offices may be held by the same person. Officers may, but need not, be Managers.
Section 2. ELECTION OF OFFICERS. The officers of the Company shall be
chosen by the Board of Managers, and each shall serve at the pleasure of the
Board of Managers, subject to the rights, if any, of an officer under any
contract of employment.
Section 3. ADDITIONAL OFFICERS. The Board of Managers may appoint and
may empower the President to appoint such additional officers as the business of
the Company may require, each of whom shall hold office for such period, have
such authority and perform such duties as are provided in these Bylaws or as the
Board of Managers (or, to the extent the power to prescribe authorities and
duties of additional officers is delegated to him or her or the President) may
from time to time determine.
Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the
rights, if any, of an officer under any contract of employment, any officer may
be removed, with or without cause, by the Board of Managers at any regular or
special meeting of the Board of Managers or by such officer, if any, upon whom
such power of removal may be conferred by the Board of Managers. Any officer may
resign at any time by giving written notice to the Company. Any resignation
shall take effect at the date of the
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receipt of that notice or at any later time specified in that notice, and unless
otherwise specified in that notice, the acceptance of the resignation shall not
be necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the Company under any contract to which the officer is a
party.
Section 5. VACANCIES IN OFFICES. A vacancy in any office because of
death, resignation, removal, disqualification or other cause shall be filled by
the Board of Managers. The President may make temporary appointments to a vacant
office reporting to the President pending action by the Board of Managers.
Section 6. PRESIDENT. The President shall, subject to the control of
the Board of Managers, have responsibility for the general supervision,
direction and control of the business and the officers of the Company. He or she
shall have the general powers and duties of management usually vested in the
office of President of a corporation and shall have such other powers and duties
as may be prescribed by the Board of Managers, the Operating Agreement or these
Bylaws.
Section 7. SECRETARY. The Secretary shall keep or cause to be kept at
the principal place of business of the Company or such other place as the Board
of Managers may direct a book of minutes of all meetings and actions of the
Board of Managers, committees or other delegates of the Board of Managers and
the Members. The Secretary shall keep or cause to be kept at the principal place
of business of the Company a register or a duplicate register showing the names
of all Members and their addresses, the class and percentage interests in the
Company held by each, the number and date of certificates issued for the same,
and the number and date of cancellation of every certificate surrendered for
cancellation. The Secretary shall give or cause to be given notice of all
meetings of the Members and of the Board of Managers (or committees or other
delegates thereof) required to be given by these Bylaws or by applicable law and
shall have such other powers and perform such other duties as may be prescribed
by the Board of Managers or the President or by these Bylaws.
Section 8. TREASURER. The Treasurer shall keep and maintain or cause
to be kept and maintained adequate and correct books and records of accounts of
the properties and business transactions of the Company. The books of account
shall at all reasonable times be open to inspection by any Manager. The
Treasurer shall deposit all monies and other valuables in the name and to the
credit of the Company with such depositaries as may be designated by the Board
of Managers. He or she shall disburse the funds of the Company as may be ordered
by the Board of Managers, shall render to the President and the Board of
Managers, whenever they request it, an account of all of his or her transactions
as chief financial officer and of the financial condition of the Company and
shall have other powers and perform such other duties as may be prescribed by
the Board of Managers or the President or these Bylaws.
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ARTICLE IV
MAINTENANCE AND INSPECTION OF RECORDS
Section 1. MEMBER LIST. The Company shall maintain at its principal
place of business a record of its Members, giving the names and addresses of all
Members and the class and percentage interests in the Company held by each
Member. Subject to such reasonable standards (including standards governing what
information and documents are to be furnished and at whose expense) as may be
established by the Board of Managers from time to time, each Member has the
right to obtain from the Company from time to time upon reasonable demand for
any purpose reasonably related to the Member's interest as a Member of the
Company a record of the Company's Members.
Section 2. BYLAWS. The Company shall keep at its principal place of
business the original or a copy of these Bylaws as amended to date, which shall
be open to inspection by the Members at all reasonable times during office
hours.
Section 3. OTHER RECORDS. The accounting books and records, minutes
of proceedings of the Members and the Board of Managers and any committees or
delegates of the Board of Managers and all other information pertaining to the
Company that is required to be made available to the Members under the Delaware
Act shall be kept at such place or places designated by the Board of Managers or
in the absence of such designation, at the principal place of business of the
Company. The minutes shall be kept in written form and the accounting books and
records and other information shall be kept either in written form or in any
other form capable of being converted into written form. The books of account
and records of the Company shall be maintained in accordance with generally
accepted accounting principles consistently applied during the term of the
Company, wherein all transactions, matters and things relating to the business
and properties of the Company shall be currently entered, subject to such
reasonable standards (including standards, governing what information and
documents are to be furnished and at whose expense) as may be established by the
Board of Managers from time to time, minutes, accounting books and records and
other information shall be open to inspection upon the written demand of any
Member at any reasonable time during usual business hours for purposes
reasonably related to the Member's interests as a Member. Any such inspection
may be made in person or by an agent or attorney and shall include the right to
copy and make extracts. Notwithstanding the foregoing, the Board of Managers
shall have the right to keep confidential from Members for such period of time
as the Board of Managers deems reasonable any information which the Board of
Managers reasonably believes to be in the nature of trade secrets or other
information the disclosure of which the Board of Managers in good faith believes
is not in the best interests of the Company or could damage the Company or its
business or which the Company is required by law or by agreement with a third
party to keep confidential.
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Section 4. INSPECTION BY MANAGERS. Every Manager shall have the right
at any reasonable time to inspect all books, records and documents of every kind
and the physical properties of the Company for a purpose reasonably related to
his position as Manager. This inspection by a Manager may be made in person or
by an agent or attorney and the right of inspection includes the right to copy
and make extracts of documents.
ARTICLE V
GENERAL MATTERS
Section 1. CHECKS, DRAFTS, EVIDENCE OF INDEBTEDNESS. All checks,
drafts or other orders for payment of money, notes or other evidences of
indebtedness issued in the name of or payable by the Company shall be signed or
endorsed in such manner and by such person or persons as shall be designated
from time to time in accordance with the resolution of the Board of Managers.
Section 2. REPRESENTATION OF SHARES OF OTHER ENTITIES HELD BY
COMPANY. The President or any other person authorized by the Board of Managers
or by any of the foregoing designated officers is authorized to vote or
represent on behalf of the Company any and all shares of any corporation,
partnership, limited liability company, trusts or other entities, foreign or
domestic, standing in the name of the Company. Such authority may be exercised
in person or by a proxy duly executed by such designated person.
Section 3. SEAL. The Board of Managers may approve and adopt an
official seal of the Company, which may be altered by them at any time. Unless
otherwise required by the Board of Managers, any seal so adopted shall not be
necessary to be placed on, and its absence shall not impair the validity of, any
document, instrument or other paper executed and delivered by or on behalf of
the Company.
ARTICLE VI
AMENDMENTS AND INCORPORATION BY REFERENCE
Section 1. AMENDMENT. These Bylaws may be restated, amended,
supplemented or repealed only by the Board of Managers or a Majority in Interest
of Members.
Section 2. INCORPORATION BY REFERENCE OF BYLAWS INTO OPERATING
AGREEMENT. These Bylaws and any amendments hereto shall be deemed incorporated
by reference in the Operating Agreement.
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ARTICLE VII
INDEMNIFICATION
Section 1. INDEMNIFICATION OF MANAGERS, OFFICERS, EMPLOYEES AND
AGENTS. (a) Each Person who was or is made a party or is threatened to be made a
party to or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter, a "Proceeding")
by reason of the fact that he or she is or was a Manager or an officer of the
Company, or is or was serving at the request of the Company as a manager,
director, officer, employee or agent of another limited liability company or of
a corporation, partnership, joint venture, trust or other enterprise, including
a service with respect to an employee benefit plan (hereinafter an
"Indemnitee"), whether the basis of such a Proceeding is alleged action in an
official capacity as a Manager, officer, employee or agent or in any other
capacity while serving as a Manager, officer, employee or agent, shall be
indemnified and held harmless by the Company to the fullest extent authorized by
the Delaware Act (including indemnification for negligence or gross negligence
but excluding indemnification (i) for acts or omissions involving actual fraud
or willful misconduct or (ii) with respect to any transaction from which the
Indemnitee derived an improper personal benefit), against all expense, liability
and loss (including attorneys' fees, judgments, fines, excise taxes or penalties
and amounts paid in settlement) reasonably incurred or suffered by such
Indemnitee in connection therewith.
(b) The right to indemnification conferred in paragraph (a) shall
include the right to be paid by the Company the expenses (including attorneys'
fees) incurred in defending any proceeding in advance of its final disposition
(hereinafter an " Advancement Of Expenses"). The rights to indemnification and
to the Advancement Of Expenses conferred in paragraph (a) and this paragraph (b)
shall be contract rights and such rights shall continue as to an Indemnitee who
has ceased to be a Manager, officer, employee or agent and shall inure to the
benefit to the Indemnitee's heirs, executors and administrators.
(c) The rights to indemnification and to the Advancement Of Expenses
conferred in this Section 1 shall not be exclusive of any other right that any
Person may have or hereafter acquire under any statute, agreement, vote of the
Managers or otherwise.
(d) The Company may maintain insurance, at its expense, to protect
itself and any Manager, officer, employee or agent of the Company or another
limited liability company, consultant, corporation, partnership, joint venture,
trust or other enterprise against any expense, liability or loss, whether or not
the Company would have the power to indemnify such Person against such expense,
liability or loss under the Delaware Act.
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(e) The Company may, to the extent authorized from time to time by the
Board of Managers, grant rights to indemnification and to Advancement Of
Expenses to any employee or agent of the Company to the fullest extent of the
provisions of this Section 1 with respect to the indemnification and advancement
of expenses of Managers and officers of the Company.
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