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SEC Filings

S-4
INSIGHT COMMUNICATIONS COMPANY L P filed this Form S-4 on 10/07/2016
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Manager or the Class B Members to act under this Agreement or any other agreement contemplated herein and to make any decision pursuant to the authority described in this 5.2.5 so long as (i) such action or decision does not constitute gross negligence or willful or wanton misconduct or a bad faith violation of the implied contractual covenant of good faith and fair dealing and (ii) the Manager or the Class B Members, as appropriate, believe such action or decision is consistent with the overall purposes of the Company.

5.3 Indemnification and Expenses.

5.3.1 To the extent permitted by applicable law, a Member (and its respective officers, directors, agents, employees, shareholders, members, partners, and Affiliates), Manager (and its respective officers, directors, agents, employees, shareholders, members, partners, and Affiliates), or officer of the Company shall be entitled to indemnification from the Company for any loss, damage, or claim incurred by such Person by reason of any act or omission performed or omitted by such Person in good faith on behalf of, or in connection with the business and affairs of, the Company and in a manner reasonably believed to be within the scope of authority conferred on such Person by this Agreement and, if applicable, the Approval of the Members or authorizations of the Manager; except that no Person shall be entitled to be indemnified in respect of any loss, damage, or claim incurred by such Person by reason of such Person’s fraud, deceit, reckless or intentional misconduct, or gross negligence; provided, however, that any indemnity under this Section 5.3.1 shall be provided out of and to the extent of Company assets only, no debt shall be incurred by the Members in order to provide a source of funds for any indemnity, and no Member shall have any personal liability (or any liability to make any additional Capital Contributions) on account thereof.

5.3.2 To the extent permitted by applicable law, expenses (including reasonable legal fees) incurred by a Member (and its respective officers, directors, agents, employees, shareholders, members, partners or Affiliates), Manager (and its respective officers, directors, agents, employees, shareholders, members, partners or Affiliates), or officer of the Company in such Person’s capacity as such in defending any claim, demand, action, suit, or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit, or proceeding upon receipt by the Company of an undertaking by or on behalf of the Member (or its respective officers, directors, agents, employees, shareholders, members, partners or Affiliates, as applicable), Manager (or its respective officers, directors, agents, employees, shareholders, members, partners or Affiliates, as applicable), or officer to repay such amount if it shall be determined that such Person is not entitled to be indemnified as authorized in Section 5.3.1 hereof.

5.4 Devotion of Time. Except as required by any individual contract and notwithstanding any provision to the contrary in this Agreement, no Manager or officer of the Company is obligated to devote all of such Person’s time or business efforts to the affairs of the Company, but shall devote such time, effort, and skill as such Person deems appropriate for the operation of the Company.

 

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