Common use of Expense of Transfer; Indemnification Clause in Contracts

Expense of Transfer; Indemnification. Each party hereto shall bear his or its own expenses in connection with the Transfer of a Member’s Membership Interest, including any filing and recording costs and the reasonable fees and disbursements of counsel, except that the Company shall bear any transfer taxes, stamp taxes or duties or other similar taxes in connection with, or arising by reason of, such Transfer. The transferring Member hereby indemnifies the Managing Member and the Company against any losses, claims, damages or liabilities to which the Managing Member, the Company, or any of their Affiliates may become subject arising out of or based upon any false representation or warranty made by, or breach or failure to comply with any covenant or agreement of, such transferring Member or such transferee in connection with such Transfer.

Expense of Transfer; Indemnification. Each party hereto shall bear his or its own expenses in connection with the Transfer of a Member’s Membership Interest, including any filing and recording costs and the reasonable fees and disbursements of counsel, except that the Company shall bear any transfer taxes, stamp taxes or duties or other similar taxes in connection with, or arising by reason of, such Transfer. The transferring Member hereby indemnifies the Managing Member and the Company against any losses, claims, damages or liabilities to which the Managing Member, the Company, or any of their Affiliates may become subject arising out of or based upon any false representation or warranty made by, or breach or failure to comply with any covenant or agreement of, such transferring Member or such transferee in connection with such Transfer.. 31