Avnet. Avnet shall indemnify, defend, and hold harmless the Buyer Indemnified Parties from and against all Damages incurred by any Buyer Indemnified Party that arise out of or result from (A) any breach of any of the representations and warranties of Avnet in this Agreement, and (B) any breach by Avnet of any of its covenants in this Agreement.
Avnet. Avnet represents and warrants that it is the record and beneficial owner of the membership interests of the Company set forth on Schedule 2(a) attached hereto (the “Avnet Interests”). Except as provided in the Company Operating Agreement, Avnet represents and warrants that the Avnet Interests (i) are not subject to or bound by any agreement affecting or relating to Avnet’s right to transfer the Avnet Interests, and (ii) are free and clear of all Liens. Except as provided in the Company Operating Agreement, there are no voting trusts, proxies, or any other agreements or understandings with respect to the voting of the Avnet Interests to which Avnet is a party.
Avnet. Avnet represents and warrants that it has the requisite power and authority to duly execute, deliver, and perform this Agreement, and to perform its obligations hereunder. The execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Avnet and no other proceedings on the part of Avnet are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Avnet and constitutes the legal, valid, and binding obligation of Avnet, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, or other similar laws and judicial decisions from time to time in effect which affect creditors’ rights generally.
