Indemnification by Members. The Members agree to indemnify and defend the Company, including the other Members, the Manager and each of their respective employees, agents, partners, shareholders, officers, and directors; and hold them harmless from and against any and all claims, liabilities, damages, costs, and expenses arising out of any fraud, gross negligence, willful or wanton misconduct or a breach of this Agreement by that Member.
Indemnification by Members. Subject to the other terms and conditions of this ARTICLE VIII, the Members shall severally and not jointly (in accordance with their Pro Rata Interest) indemnify and defend each of Parent and its Affiliates (including the Company) and their respective Representatives (collectively, the “Parent 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 Parent Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of the Company contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Company pursuant to this Agreement (other than in respect of Section 3.18, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to ARTICLE VI), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Company pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in ARTICLE VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to ARTICLE VI);
(c) any claim made by any Member relating to such Person’s rights with respect to the Merger Consideration, or the calculations and determinations set forth on the Consideration Spreadsheet; or
(d) any amounts paid to the holders of Dissenting Membership Interests, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Membership Interests.
Indemnification by Members. Each Member shall indemnify, defend and hold harmless the Company and the other Members from all losses, costs, expenses, damages, claims and liabilities (including reasonable attorneys' fees) to which the Company or the other Members shall be subject, or for which they shall be liable, arising from any fraud, gross negligence, willful or wanton misconduct, the breach or material inaccuracy of any representation and warranty of such Member specified in this Agreement, the breach of any obligations under this Agreement or breach of any fiduciary duties it may have to the Company or to the other Members.
Indemnification by Members. Each Member shall, to the fullest extent permitted by applicable law, indemnify, defend and hold the Company, each Company Subsidiary, the other Members, and the assets of the Company and each Company Subsidiary, harmless from and against any and all Claims suffered or sustained by it by reason of any act or omission constituting (a) breach or default by such Member or any Affiliate under this Agreement or any Collateral Agreement (including a breach of any representation or warranty by such Member or any Affiliate under this Agreement or any Collateral Agreement) or (b) gross negligence or willful misconduct by such Member or any Affiliate.
Indemnification by Members. 13.6.1 Each Member shall indemnify and hold harmless the Company, each other Member, and their respective directors, officers and employees from and against any and all losses, claims, damages, expenses or liabilities (including without limitation reasonable attorneys fees) arising from (a) any breach by such indemnifying Member of any of its representations or warranties set forth herein, or (b) any breach by such indemnifying Member of any of its covenants or obligations set forth herein.
Indemnification by Members. In the event that the Company or a Series is made a party to any claim, dispute, or litigation or otherwise incurs any loss or expense as a result of, or in connection with, any Member’s (or assignee’s) obligations or liabilities unrelated to the Company’s business, such Member (or assignees cumulatively) shall indemnify, defend, hold harmless and reimburse the Company for such loss, liability, damage, cost and expense to which the Company shall become subject (including attorneys’ and accountants’ fees and expenses).
Indemnification by Members. (a) ArchCo hereby indemnifies, defends and holds harmless the Company, each Subsidiary, and Bluerock and Sxxxx LLC and each of their respective Affiliates, as well as the respective agents, officers, directors, members, partners, shareholders and employees of Bluerock and Sxxxx LLC and each of their respective Affiliates, from and against all loss, expense, damage, injury, costs, claims and liabilities suffered or sustained by them (including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim) as a result of or arising out of (i) any fraud, gross negligence or willful or wanton misconduct on the part of, or by, ArchCo or any of its Affiliates or any of its agents, officers, directors, members, partners, shareholders and employees, (ii) any loss, expense, damage, injury, costs, claims and liabilities under so called “bad boy” guaranties or similar agreements to the extent the loss, expense, damage, injury, costs, claims and liabilities arises out of any such triggering event thereunder on the part of ArchCo or any of its Affiliates or any of its agents, officers, directors, members, partners, shareholders and employees or (iii) any breach of any obligation of the ArchCo under this Agreement.
(b) Bluerock hereby indemnifies, defends and holds harmless the Company, each Subsidiary, and ArchCo and Sxxxx LLC and each of their respective Affiliates, as well as the respective agents, officers, directors, members, partners, shareholders and employees of ArchCo and Sxxxx LLC and each of their respective Affiliates, from and against all loss, expense, damage, injury, costs, claims and liabilities suffered or sustained by them (including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim) as a result of or arising out of (i) any fraud, gross negligence or willful or wanton misconduct on the part of, or by, Bluerock or any of its Affiliates or any of its agents, officers, directors, members, partners, shareholders and employees, (ii) any loss, expense, damage, injury, costs, claims and liabilities under so called “bad boy” guaranties or similar agreements to the extent the loss, expense, damage, injury, costs, claims and liabilities arises out of any such triggering eve...
Indemnification by Members. Subject to the terms and conditions of this Article, each Member, jointly and severally, shall indemnify, defend and hold Purchaser and its directors, officers, agents, attorneys and affiliates harmless from and against all losses, claims, obligations, demands, assessments, penalties, liabilities, costs, damages, attorneys’ fees and expenses (collectively, “Damages”), asserted against or incurred by such indemnitees by reason of or resulting from: (a) a breach of any representation, warranty or covenant of the Company or Members contained herein, in any exhibit, schedule, certificate or financial statement delivered hereunder, or in any agreement executed in connection with the transactions contemplated hereby (provided, however, that the aggregate amount of such Damages must exceed $20,000 before any claims can be made against the Members under this Section 7.1; (b) any Taxes owed or claimed to be owed by the Company for any period prior to the Closing Date; (c) any liability or obligation of the Company pertaining or relating to the period prior to the Closing; (d) the matter identified in Schedule 3.17(b), but only for the period prior to the Closing Date; (e) the failure by the Company to qualify to do business in the States of Illinois, Iowa or Indiana (if so required); (f) any claims made by Dxxxxxx Xxxxx that: (1) he is a member of the Company or has any right to an ownership interest in the Company, or (2) he is entitled to received any consideration in connection with the transactions contemplated hereby by reason of Section 4 of the Xtreme Dirt Agreement; and (g) the failure of the Members to repay the $150,000 prepayment listed on Schedule 3.10(b) within thirty (30) days after the Closing. Each Member that is a corporation agrees that if such Member makes a distribution of the Purchase Price to its shareholders, that as a condition to such distribution, such Member will cause its shareholders to execute and deliver an instrument to Purchaser pursuant to which such shareholder shall agree to be bound by and subject to the provisions of this Article VII to the same extent as such assigning Member.
Indemnification by Members. (a) Members shall defend, indemnify and hold PocketSpec harmless against and in respect of any damage, loss, liability, cost or expense, including expert witness fees and reasonable attorneys' fees, whether or not recoverable under applicable state law, resulting or arising from or incurred in connection with:
Indemnification by Members. In the event that the Company, the Manager and/or any of its Affiliates is made a party to any Proceeding or otherwise incurs any Losses as a result of, or in connection with, (a) a Member’s (or its assignee’s) activities, obligations or liabilities unrelated to the Company’s business or (b) any failure or alleged failure on the part of the Company or the Manager to withhold from income or gains allocated or deemed to be allocated to a Member (or its assignees), whether or not distributed, any amounts with respect to which Federal income tax withholding was required or alleged to have been required, the Member (or its assignees cumulatively) shall indemnify, defend, hold harmless, and reimburse the Company, the Manager and its Affiliates for such Losses to which they shall become subject.
