By the Members Sample Clauses

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). (ii) The obligations of the Members under paragraph (i) of this Section 9.2(b) shall extend to (A) all Taxes with respect to taxable periods ending on or prior to the Closing Date and (B) all Taxes with respect to Straddle Periods to the extent that such Taxes (1) are allocable to the period prior to Closing pursuant to Section 5.11(c) and (2) have not been accrued or otherwise reserved for on the Closing Balance Sheet. Such obligations shall be without regard to whether there was any breach of any representation or warranty under ARTICLE III with respect to such Tax or any disclosures that may have been made with respect to ARTICLE III or otherwise. The indemnification obligations under this paragraph (ii) shall apply even if the additional Tax liability results from the filing of a return or amended return with respect to a pre-Closing Date transaction or period (or portion of a period) by FAAC. FAAC shall not cause or permit the Companies to file an amended Tax Return with respect to any taxable period ending on or prior to the Closing Date or any Straddle Period unless (y) the Members’ Representative consen...

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: (a) The execution, delivery, and performance of this Agreement, have been duly authorized by such Member and does not require such Member to obtain any consent or approval that has not been obtained and does not contravene or result in a default in any material respect under any provision of any law or regulation applicable to such Member or other governing documents or any agreement or instrument to which such Member is a party or by which such Member is bound; (b) This Agreement is valid, binding, and enforceable against such Member in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws of general applicability relating to or affecting creditors’ rights or general equity principles (regardless of whether considered at law or in equity); (c) The execution, delivery and performance by such Member of this Agreement and such Member’s obligations hereunder have been duly authorized by all necessary limited liability company, corporate or limited partnership action, as applicable, and does not (i) contravene such Member’s organizational documents, (ii) violate any Applicable Law applicable to such Member, (iii) conflict with or result in or constitute a default or an event that, with notice or lapse of time or both, would be a default, breach or violation under, any license, permit, contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting such Member that would materially impair their ability to perform its obligations under this Agreement or would materially impair the operation of the Property, or (iv) result in the acceleration of any indebtedness of such Member; (d) Such Member is duly organized and validly existing and in good standing under the laws of its respective incorporation and is duly authorized and qualified to do all things required of it under this Agreement; and (e) Such Member has not make a general assignment for the benefit of creditors, filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its creditors, suffered the appointment of a receiver to take possession of substantially all of its assets, suffered the attachment or other judicial se...

By the Members. To the extent provided in this ARTICLE 10, following the Closing, the Members, severally and not jointly, shall indemnify Acquiror, and its successors and assigns, and its officers, directors, employees, stockholders, agents, Affiliates (including the Company) and any Person who controls Acquiror within the meaning of the Securities Act or the Exchange Act (each, an “Indemnified Acquiror Party”) and hold each Indemnified Acquiror Party harmless from and against: (a) any Liabilities, claims, demands, judgments, losses, costs, diminution in value, damages or expenses whatsoever (including reasonable attorneys’, consultants’ and other professional fees and disbursements of every kind, nature and description incurred by such Indemnified Acquiror Party in connection therewith), but excluding any amounts to be taken into account in the calculation of the Company’s Closing Indebtedness or the Final Working Capital (collectively, “Damages”) that such Indemnified Acquiror Party may, directly or indirectly, sustain, suffer or incur and that result from or arise out of: (i) any breach or inaccuracy of any representation or warranty of the Seller Parties in the Transaction Documents; (ii) any breach or nonfulfillment of any covenant or agreement of the Seller Parties set forth in any Transaction Document; or (iii) except to the extent included in the calculation of Final Working Capital or already paid by the Seller Parties to Acquiror pursuant to Section 8.5: (1) any Tax imposed on or relating to any Acquired Company with respect to any Pre-Closing Period; (2) any Tax attributable to any group of corporations of which any Acquired Company (or any predecessor) is or was a member pursuant to Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local, or foreign Law); (3) any Tax attributable to the obligation of an Acquired Company to pay the Taxes of another Person as a transferee or successor, by contract, or otherwise; (4) any Tax arising directly or indirectly from a breach or inaccuracy of a representation or warranty set forth in Section 4.9 or breach of any covenant by the Members or the Member Representative pursuant to Section 8.5, or any Taxes associated with all amounts required to be paid to the Seller Parties or other Persons pursuant to this Agreement; (5) any claims against Acquiror or any Acquired Company or their Affiliates by a Seller Party or their owners or Affiliates as a result of the Tax treatment of any amounts requir...

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. 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. The Members shall jointly and severally indemnify, save and hold harmless JAMDAT, Buyer and their 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’, accountants’ and expert witnesses’ fees and charges and all amounts paid in investigation, defense or settlement of any of the foregoing (herein, “Damages”),

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.

By the Members. Each Member shall, severally but not jointly, indemnify, save and hold harmless Dynacs, each of its Subsidiaries and FX and each of their respective Representatives from and against any and all Damages (whether or not arising out of

By the Members. Except as otherwise provided herein, by law, or in the Articles of Organization, this Agreement may be amended or altered by vote of one or more Members holding a majority of the outstanding Units entitled to vote.

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.