Common use of Indemnification by Company Clause in Contracts

Indemnification by Company. The Company shall indemnify, hold harmless and defend the Members in their capacity as Members, the Manager and all managers, or officers, from and against any loss, expense, damage, or injury sustained as a result of any acts or omissions arising out of any activity of the Company, unless the Member seeking indemnification has committed fraud, gross negligence, willful or wanton misconduct, or a material breach of this Agreement or the fiduciary duties of the Member relating to the basis for the claim for indemnification.

Indemnification by Company. The Company shall indemnify, hold harmless and defend the Members Member in their the Member’s capacity as Membersthe Member, the Manager and all managers, manager or officers, officer from and against any loss, expense, damage, or injury sustained as a result of any acts or omissions arising out of any activity the Member’s activities on behalf of the Company or in the Company, ’s interest unless the Member seeking indemnification has committed fraud, gross negligence, willful or wanton want misconduct, or a material breach of this Agreement or the fiduciary duties of the Member relating to the basis for the claim for indemnificationMember.

Indemnification by Company. The Company shall indemnify, hold harmless and defend the Members in their capacity as Members, the Manager and all managers, or officers, from and against any loss, expense, damage, or injury sustained as a result of any acts or omissions arising out of any activity their activities on behalf of the Company or in the Company’s interest, unless the Member seeking indemnification has committed fraud, gross negligence, willful or wanton want misconduct, or a material breach of this Agreement or the fiduciary duties of the Member relating to the basis for the claim for indemnificationMember.

Indemnification by Company. The Company shall indemnify, hold harmless and defend the Members in their capacity as Members, the Manager and all managers, or officers, from and against any loss, expense, damage, or injury sustained as a result of any acts or omissions arising out of any activity of the Company, unless the Member seeking indemnification has committed fraud, gross negligence, willful or wanton misconduct, or a material breach of this Agreement or the fiduciary duties of the Member relating to the basis for the claim for indemnification.

Indemnification by Company. The Company shall indemnifydefend, indemnify and hold harmless Provider and defend each of its officers, directors, employees, agents and stockholders (the Members in their capacity as Members, the Manager and all managers, or officers“Provider Parties”), from and against any lossand all claims, expenseliabilities, damagelosses, damages, and suits, including reasonable attorneys’ fees (“Indemnified Amounts”) incurred by the Provider Parties or injury sustained any of them as a result of any acts or omissions of, arising out of any activity of the Company, unless the Member seeking indemnification has committed fraud, gross negligence, willful or wanton misconductof, or a material relating to Company’s breach of this Agreement or the fiduciary duties of the Member relating to the basis for the claim for indemnificationits negligent acts or omissions in performing its obligations under this Agreement.

Indemnification by Company. The Company shall indemnify, indemnify and hold harmless and defend the Members in their capacity as Members, the Manager and all managers, or officerseach Member against, from and against any loss, expense, damage, or injury sustained as a result in respect of any acts and all damages, losses, liabilities and expenses, including without limitation legal and other expenses, incurred by a Member in connection with any action, suit, claim or omissions proceeding (whether civil or criminal, at law or in equity) arising out of or resulting from or related to any activity liability or obligation of the Company, unless the Member seeking indemnification has committed fraud, gross negligence, willful or wanton misconduct, or a material breach of this Agreement or the fiduciary duties of the Member relating to the basis for the claim for indemnification.

Indemnification by Company. The Company shall indemnify, hold harmless will indemnify and defend the Members in their capacity as MembersManager, the Manager and all managersits directors, or officers, employees and agents and hold them harmless from and against any loss, expenseliability, damage, penalty, fee, cost, expense or injury sustained as a result of obligation (including reasonable attorneys’ fees and disbursements) arising from any acts or omissions arising out of any activity of the Company, unless the Member seeking indemnification has committed fraud, gross negligence, willful or wanton misconduct, or a material breach of this Agreement by Company or from any other action or omission by Company in the fiduciary performance of its duties hereunder, if such action or omission constitutes gross negligence, recklessness or misconduct on the part of the Member relating to the basis for the claim for indemnificationCompany.

Indemnification by Company. The Company shall indemnifyhereby indemnifies Administrator and its Affiliates and its and their respective officers, directors, employees, agents and representatives against, and agrees to hold each of them harmless and defend the Members in their capacity as Membersfrom, the Manager any and all managers, Damages incurred or officers, from and against suffered by any loss, expense, damage, or injury sustained as a result of any acts or omissions them arising out of or relating to: (i) any activity breach or nonfulfillment by Company of, or any failure by Company to perform, any of the Companycovenants, unless the Member seeking indemnification has committed fraud, gross negligence, willful terms or wanton misconductconditions of, or a material breach any duties or obligations under, this Agreement; and (ii) any enforcement of this Agreement or the fiduciary duties of the Member relating to the basis for the claim for indemnificationindemnity.

Indemnification by Company. The Company shall indemnify, defend and hold harmless the Subscriber and defend its directors, officers and employees, and each of the Members in their capacity as Membersheirs, executors, successors and assigns of any of the Manager and all managers, or officersforegoing, from and against any lossand all Liabilities relating to, expense, damage, or injury sustained as a result of any acts or omissions arising out of any activity of or resulting from the Company, unless the Member seeking indemnification has committed fraud, gross negligence, willful or wanton misconduct, or a material breach of any representation, warranty, covenant or agreement by the Company contained in this Agreement or the fiduciary duties of the Member relating to the basis for the claim for indemnificationAgreement.

Indemnification by Company. The Company shall indemnifydefend, indemnify and hold harmless Xxxxxxxx and defend the Members in their capacity as Membershis representatives, the Manager agents and attorneys from any and all managers, or officers, from and against any loss, expensecost, damage, liability, obligation, claim or injury sustained as a result expense (including professional and legal fees and related expenses) from, resulting by reason of, or arising in connection with any facts, circumstances or events constituting an inaccuracy, misrepresentation, breach or non-performance of any acts representation, warranty or omissions arising out of any activity of covenant, condition or agreement made by or to be performed by Company pursuant to the Company, unless the Member seeking indemnification has committed fraud, gross negligence, willful or wanton misconduct, or a material breach terms of this Agreement or the fiduciary duties of the Member relating to the basis for the claim for indemnificationAgreement.

Indemnification by Company. The Company shall indemnify, be liable for and indemnify and save and hold harmless and defend the Members in their capacity as Members, the Manager and all managers, or officers, Secure Indemnified Persons from and against any loss, expense, damageand all Claims that may be asserted or brought against, or injury sustained as a result suffered or incurred by the Secure Indemnified Persons for or in respect of, or arising in any way whatsoever, out of any the acts or omissions arising out of any activity of the Company, unless its affiliates, and its and their directors, officers, employees, consultants, subcontractors, agents and representatives, including the Member seeking indemnification has committed fraud, gross negligence, willful or wanton misconduct, or a material breach provision of this Agreement or the fiduciary duties of the Member relating to the basis for the claim for indemnificationNon-Conforming Waste.

Indemnification by Company. The Company shall indemnify, hold harmless harmless, and defend the Members in their capacity as MembersPractice and its employees, the Manager officers and all managers, or officers, directors from and against any lossand all liabilities, expenselosses, damagedamages, claims, fines, penalties, causes of action, and other expenses of any nature whatsoever (including reasonable attorneys’ fees), caused by or injury sustained as a result of the performance of any intentional acts, negligent acts or omissions arising out by Company or Company’s employees (except as provided below), or as a result of a breach of any activity of the Company, unless the Member seeking indemnification has committed fraud, gross negligence, willful or wanton misconduct, or a material breach of covenant contained in this Agreement or the fiduciary duties of the Member relating to the basis for the claim for indemnificationby Company.