By the Members. (i) Subject to Sections 9.2(e), 9.2(f), 9.2(h), 9.2(i) and 9.3 the Members jointly and severally shall protect, defend, indemnify and hold harmless FAAC, and the Companies and their respective Affiliates, and their officers, directors, employees, agents, representatives, successors and assigns (“FAAC Indemnitees”) from and against any Losses that may be sustained, suffered or incurred by FAAC Indemnitees and that are related to (A) any breach by the Members or the Companies of their respective representations and warranties in this Agreement (including Disclosure Schedule Update Losses), (B) any breach by the Members or the Companies of covenants and obligations in or under this Agreement, including, but not limited to the Members obligations to make payments to FAAC pursuant to Sections 2.2 and 2.4(e) and the Members’ or the Companies’ obligations pursuant to ARTICLE V (including but not limited to Members’ obligations under Sections 5.7, 5.8, 5.11(b), 5.11(c) and 5.14) (C) Taxes as provided in paragraph (ii) of this Section 9.2(b), to the extent such Taxes have not been accrued or otherwise reserved for on the Closing Balance Sheet (it being the intent of the parties that all of the provisions of this Agreement shall be interpreted to avoid requiring the Members to pay (or receive a reduction in the Purchase Consideration) twice for the same Tax).
By the Members. Each Member shall indemnify, hold harmless and pay all judgments and claims against the Company and each other Member and its Affiliates relating to any liability or damage incurred from any third party claims as a result of such indemnifying Member’s willful misconduct, fraud, or breach of the terms of this Agreement.
By the Members. By execution and delivery of this Agreement, each Member, whether admitted as of the Effective Date or hereafter, represents and warrants to the Company and to the other Members, and acknowledges that, with respect to such Member:
By the Members. Any one hundred (100) Members may also nominate candidates to succeed the Directors whose terms will expire at any annual meeting by filing with the Secretary by December 31 before such annual meeting a certificate signed by each of such Members and setting forth (1) their full names and addresses, (2) the name and address of each candidate nominated to fill a Director position, (3) the name of the currently serving Director each such candidate has been nominated to replace, and (4) a signed, written acceptance of the nomination from each candidate. Each candidate nominated by the Board or the Members will run for office only against the Director whom such candidate has been nominated to replace as shown in the nominations filed with the Secretary. Each Director position shall be filled by the individual with the largest number of Member votes. An incumbent Director facing no candidate to replace such director may be automatically reelected without any further action by the Board or Members. No candidate not nominated pursuant to the procedures described in this Section 3.3(b) shall be voted upon by the Members. The names of each candidate and the Director such candidate has been nominated to replace shall be made known by the Secretary to any Member upon request.
By the Members. Any amendment to this Agreement (other than an amendment permitted by Section 14.1 hereof) shall require the prior written unanimous consent of the Members.
By the Members. The Management Committee shall designate a Secretary who shall take and keep the minutes of meetings and maintain the records of unanimous written consents, notices and other actions of the Management Committee and its members. The Secretary need not be a member of the Management Committee.
By the Members. Subject to Section 8.3, each of the Members hereby agrees (without duplication) to indemnify, protect, defend (at Buyer’s request), release and hold the Buyer Indemnified Parties harmless from and against any and all Losses incurred in connection with, arising out of, resulting from or incident to any Breach or inaccuracy of any representation or warranty of the Members set forth in this Agreement.
By the Members. Subject to the provisions of Section 10.1 and Section 10.2(c), from and after the Closing, each of the Members (severally, as hereinafter provided in Section 10.2(c)(vi), and not jointly) agrees to indemnify, defend and hold harmless Buyer, its Affiliates (including, following the Closing, the Company and its Subsidiaries), and their respective officers, directors, employees, shareholders, members, partners, agents, representatives, successors and assigns (collectively, “Buyer Indemnitees”, and together with the Member Indemnitees, each an “Indemnified Party”) from and against all Losses incurred by any of Buyer Indemnitees arising out of or relating to: (i) any breach of any representation or warranty made by such Member or the Company in this Agreement or in any certificate delivered by such Member or the Company in connection with this Agreement, (ii) any breach of any covenant or agreement of such Member contained in this Agreement, (iii) any breach of any covenant or agreement of the Company contained in this Agreement required to be performed or complied with by the Company prior to the Closing, (iv) any payment with respect to any claim by a Member or any of such Member’s shareholders or members arising out of the Contemplated Transactions or any process related thereto, including any claim of breach of fiduciary obligations or similar claim and any claim that this Agreement and/or the Contemplated Transactions were not duly approved pursuant to the applicable organizational documents, or applicable Law, (v) the enforcement of any of the Buyer Indemnitees’ indemnification rights under this Agreement, or (vi) without duplication, any Pre-Closing Taxes.
By the Members. At the closing, the Members shall execute and deliver such instruments of conveyance and transfer as may be reasonably required to effect the purchase and the selling Member shall be required to execute and deliver a carbon fiber purchase agreement with the LLC pursuant to the terms and conditions of a Supply Agreement substantially in the form of Exhibit G attached hereto. The purchasing Member shall pay the purchase price in immediately available funds and the selling Member shall transfer its interest at the closing free and clear of all liens, claims and encumbrances. After a purchase pursuant to this Section 5.5, the purchasing Member and the LLC shall indemnify and hold harmless the selling Member and its officers, directors and Affiliates for any liabilities and obligations that the LLC has incurred prior to such purchase or will incur after such purchase, it being understood that the price paid by the purchasing Member shall have taken into consideration all such liabilities and obligations.
By the Members. The Members shall jointly and severally indemnify, save and hold harmless Buyer and its Affiliates and Subsidiaries and each of their respective Representatives (collectively, the “Member Indemnified Parties”), from and against any and all costs, losses, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands and expenses (whether or not arising out of third-party claims), including without limitation interest, penalties, costs of mitigation, reasonable attorneys’ fees and all amounts paid in investigation, defense or settlement of any of the foregoing (herein, “Damages”), incurred in connection with, arising out of, resulting from or incident to: (i) any Breach of any representation or warranty made by the Members or the Company in this Agreement and (ii) any Breach of any covenant or agreement made by the Members or the Company in this Agreement. Notwithstanding the foregoing, the obligations of each Member under Section 9.9 hereof shall be several and not joint obligations.
