Indemnification by a Member Sample Clauses

Indemnification by a Member. Subject to Section 15.3, each Member (the “Indemnifying Member”) shall indemnify, defend and hold harmless the Company, the other Members, the other Members’ Corporate Affiliates, and their respective officers, directors, employees and the Representatives (collectively the “Other Indemnified Persons”) from and against any and all claims, demands, actions, suits, damages, liabilities, losses, costs and expenses (including reasonable attorneys’ fees and out-of-pocket disbursements), judgments, fines, settlements and other amounts, but except to the extent payment on account of or relating to losses or damages are made to a third party, excluding special, incidental, indirect, punitive, exemplary or consequential damages (collectively “Damages”), to the extent caused by, resulting from or arising out of or in connection with any action by the Indemnifying Member outside the scope of the Indemnifying Member’s rights or authority conferred by this Agreement.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Indemnification by a Member. Subject to the provisions of this Article VIII, each Member (the “Indemnifying Person”) shall indemnify the Company and the other Member (collectively, the “Company Indemnified Persons”) for any and all Indemnity Losses incurred by such Company Indemnified Persons to the extent arising from (a) the failure of any representation or warranty made by such Member in this Agreement to have been true and correct as of the date hereof and as of the Closing, as though made at and as of the Closing, or the failure of any certificate delivered by such Member pursuant to Section 6.2(e) or Section 6.3(e), as applicable, of this Agreement to have been true and correct when delivered or (b) any breach or failure by such Member to perform any of its covenants or obligations contained in this Agreement (except for those set forth in Section 5.8) (clauses (a) and (b), the “Indemnity Claims”). Section 8.3 Limitations on Indemnification. 25 1034377.14-CHISR01A - MSW ARTICLE VIII INDEMNIFICATION Section 8.1 Survival. th (a) The Fundamental Representations shall survive the Closing until the 90 day following the expiration of the applicable statute of limitations. All representations and warranties set forth in Section 3.1(d), Section 3.1(e) and Section 3.1(f) shall survive for a period of 36 months following the Closing Date. All representations and warranties set forth in Article III and Article IV which are not Fundamental Representations or the representations and warranties set forth in Section 3.1(d), Section 3.1(e) and Section 3.1(f) shall survive for a period of 24 months following the Closing Date. (b) The covenants, agreements and other obligations of the Members set forth in this Agreement shall survive the Closing in full force and effect until fully performed in accordance with their terms. (c) Notwithstanding anything herein to the contrary, no knowledge of, or investigation by or on behalf of, any Party will constitute or give effect to a waiver of such Party’s right to enforce any representation, warranty, covenant or agreement contained herein or in any other Transaction Document, or in any way limit such Party’s right to indemnification under this Article VIII. (d) No Claim regarding a breach of any such representation, warranty, covenant, agreement or other obligation shall be made after the expiration of the applicable survival period. Any Claim for indemnification asserted in writing prior to the expiration of any such survival period as provided in this S...
Sample 1
Indemnification by a Member. Subject to the provisions of this Article VIII, each Member (the “Indemnifying Person”) shall indemnify the Company and the other Member (collectively, the “Company Indemnified Persons”) for any and all Indemnity Losses incurred by such Company Indemnified Persons to the extent arising from (a) the failure of any representation or warranty made by such Member in this Agreement to have been true and correct as of the date hereof and as of the Closing, as though made at and as of the Closing, or the failure of any certificate delivered by such Member pursuant to Section 6.2(e) or Section 6.3(e), as applicable, of this Agreement to have been true and correct when delivered or (b) any breach or failure by such Member to perform any of its covenants or obligations contained in this Agreement (except for those set forth in Section 5.8) (clauses (a) and (b), the “Indemnity Claims”). Section 8.3
Sample 1
Indemnification by a Member. Each Member, to the fullest extent permitted by applicable law, shall indemnify, defend, and hold harmless the Company, each Manager appointed by such Member, (including those who have been, but no longer are, such Managers) and each other Member (including those who have been, but no longer are, Members) (each a "Covered Member Person") from and against any loss, damage, or claim incurred by such Covered Member Person, including reasonable attorneys' fees, disbursements and reasonable settlement payments, incurred in connection with any claim, action, suit or proceeding or threat thereof, made or instituted: (i) in which the Company or the other Member may be involved, or are brought by the Company or the other Member by reason of a material breach of such Member's representations or covenants under this Agreement or otherwise or (ii) in which the Manager appointed by such Member may be involved or be made a party by reason of such Manager's association with the Company or by reason of any act or omission performed or omitted by such Manager acting in good faith on behalf of the Member or the Company and in a manner reasonably believed to be within the scope of authority conferred on such Manager by such Member or the Company, except that no Manager shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Manager by reason of gross negligence, bad faith, or willful misconduct with respect to such act or omissions. 7.6
Sample 1
Indemnification by a Member. Subject to Section 18.3.3, each Member (the “Indemnifying Member”) shall indemnify, defend and hold harmless the Company, the other Members, the other Members’ Corporate Affiliates, and the other Members’ and each such Corporate Affiliate’s officers, directors, employees, agents and representatives, and the Company’s Managers and officers (collectively the “Other Indemnified Persons”) from and against any and all claims, demands, actions, suits, damages, liabilities, losses, costs and expenses (including reasonable attorneys’ fees and out-of-pocket disbursements), judgments, fines, settlements and other amounts (collectively “Damages”), to the extent caused by, resulting from or arising out of or in connection with any action by the Indemnifying Member outside the scope of the Indemnifying Member’s rights or authority conferred by this Agreement. Table of Contents
Sample 1
Indemnification by a Member. Subject to Section 14.3, each Member (the "Indemnifying Member") shall indemnify, defend and hold harmless the Company, the other Members, the other Members' Affiliates, and the other Members' and each such Affiliate's officers, directors, employees, agents and representatives, and the Company's Managers and officers (collectively the "Other Indemnified Persons") from and against any and all claims, demands, actions, suits, damages, liabilities, losses, costs and expenses (including reasonable attorneys' fees and out-of-pocket disbursements), judgments, fines, settlements and other amounts (collectively "Damages"), to the extent caused by, resulting from or arising out of or in connection with any of the following:
Sample 1

Related to Indemnification by a Member

  • Indemnification by Adviser The Adviser shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys’ fees, to the extent that (i) such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and (ii) are incurred by reason of the Adviser’s bad faith, fraud, willful misconduct, gross negligence or reckless disregard of its duties under this Agreement; provided, however, that the Adviser shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Adviser.

  • Indemnification by Acquiror Subject to the terms and conditions of this Article XIII, Acquiror shall indemnify, defend and hold the Stockholders harmless from and against all Damages asserted against or incurred by him arising out of or resulting from:

  • INDEMNIFICATION BY ADVISOR The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys’ fees, to the extent that such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and are incurred by reason of the Advisor’s bad faith, fraud, misfeasance, intentional misconduct, negligence or reckless disregard of its duties; provided, however, that the Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.

  • Indemnification by Owner To the fullest extent permitted by law, Owner shall indemnify and hold harmless Engineer, Engineer’s officers, directors, partners, agents, employees, and Consultants from and against any and all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court, arbitration, or other dispute resolution costs) arising out of or relating to the Project, provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, but only to the extent caused by any negligent act or omission of Owner or Owner’s officers, directors, partners, agents, consultants, or employees, or others retained by or under contract to the Owner with respect to this Agreement or to the Project.

  • Indemnification by Assignor Assignor hereby agrees to indemnify, protect, defend (with counsel reasonably satisfactory to Assignee) and hold harmless Assignee from and against any and all actual, out-of-pocket claims, losses, damages, liabilities and expenses, including reasonable attorneys’ fees, suffered or incurred by Assignee in connection with any failure by Assignor to perform its obligations under this Assignment.

  • Indemnification by Assignee Assignee hereby agrees to indemnify, protect, defend (with counsel reasonably satisfactory to Assignor) and hold harmless Assignor from and against any and all actual, out-of-pocket claims, losses, liabilities and expenses, including reasonable attorneys’ fees, suffered or incurred by Assignor in connection with any failure by Assignee to perform its obligations under this Assignment.

  • Indemnification by Parent Parent shall indemnify and hold harmless the Company and the Stockholders (collectively, the “Company Indemnified Parties”), and shall reimburse the Company Indemnified Parties for, any loss, liability, claim, damage, expense (including, but not limited to, costs of investigation and defense and reasonable attorneys’ fees) or diminution of value (collectively, “Damages”) arising from or in connection with (a) any inaccuracy, in any material respect, in any of the representations and warranties of Parent and Acquisition Corp. in this Agreement or in any certificate delivered by Parent and Acquisition Corp. to the Company pursuant to this Agreement, or any actions, omissions or statements of fact inconsistent with any such representation or warranty, (b) any failure by Parent or Acquisition Corp. to perform or comply in any material respect with any covenant or agreement in this Agreement, (c) any claim for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such party with Parent or Acquisition Corp. in connection with any of the transactions contemplated by this Agreement, (d) Taxes attributable to any transaction or event occurring on or prior to the Closing, (e) any claim relating to or arising out of any Liabilities of either Parent or Acquisition Corp. on or prior to Closing or with respect to accounting fees arising thereafter, or (f) any litigation, action, claim, proceeding or investigation by any third party relating to or arising out of the business or operations of Parent, or the actions of Parent or any holder of Parent capital stock prior to the Effective Time.

  • Indemnification by Dalmore Dalmore shall indemnify and hold Client, Client’s affiliates and Client’s representatives and agents harmless from any Losses resulting from or arising out of Proceedings to the extent they are based upon (i) a breach of this Agreement by Dalmore or (ii) the wrongful acts or omissions of Dalmore or its failure to comply with any applicable federal, state, or local laws, regulations, or codes in the performance of its obligations under this Agreement.

  • Indemnification by Seller Seller shall, indemnify, defend, save and hold Purchaser, any assignee of Purchaser and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Seller.

  • Indemnification by Buyer Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:

Time is Money Join Law Insider Premium to draft better contracts faster.