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. Caroxxxx Xxxxxx, Xxlesite and Metrosite.
(a) In addition to all other sums due hereunder or provided for in this Agreement, the Members, Caroxxxx Xxxxxx, Xxlesite and Metrosite jointly and severally agree to indemnify and hold harmless ISD and its Affiliates and each of their respective officers, directors, agents, employees, subsidiaries, partners, attorneys, accountants and controlling persons (each, an "ISD Indemnified Party") to the fullest extent permitted by law from and against any and all losses, claims, damages, expenses (including, without limitation, reasonable fees, disbursements and other charges of counsel incurred by an ISD Indemnified Party in any action or proceeding between any of the Members, Caroxxxx Xxxxxx, Xxlesite or Metrosite and such ISD Indemnified Party (or ISD Indemnified Parties) or between an ISD Indemnified Party (or ISD Indemnified Parties) and any third party or otherwise) or other liabilities, losses, or diminution in value of Telesite, Metrosite, or ISD (collectively, "Loss") resulting from or arising out of the Merchantile Loan and the assumption thereof by Finlxx, xxy amounts payable to Llama Company or otherwise, pursuant to the Agreement, dated November 15, 1996 (the "Llama Agreement"), by and between Llama Company (other than any "Disengagement Fee," as defined in the Llama Agreement, payable as a result of the termination of the Llama Agreement by ISD or Telesite after the Closing), and Telesite any breach of any representation or warranty (including, without limitation, if any of the Telesite Receivables or Metrosite Receivables are not collected with the periods set forth in Sections 5.12 and 6.12, respectively), any breach of any covenant or agreement of any of the Members, Caroxxxx Xxxxxx, Xxlesite or Metrosite in this Agreement or in any Member Agreement, including, without limitation, the failure to make payment when due of amounts owing pursuant to this Agreement or any Member Agreement, on the due date thereof (whether at the scheduled maturity, by acceleration or otherwise) or any legal, administrative or other actions (including actions brought by ISD, Metrosite or Telesite or any equity holders of Telesite or Metrosite or derivative actions brought by any Person claiming through or in Telesite's or Metrosite's name), proceedings or investigations (whether formal or informal), or written threats thereof, based upon, relating to or arising out of this Agreement or any Member Agreement, the transactions cont...
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. 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.
Indemnification by Members. The Members, jointly and severally, hereby indemnify and hold Buyer and its Affiliates and their respective Representatives (collectively, the “Buyer Indemnitees”) harmless from and against any and all damages, losses, Liabilities, obligations, costs or expenses incurred by Buyer and arising out of the breach of any representation or warranty of Daily Engage or a Member hereunder, and/or Daily Engage's or a Member's failure to perform any covenant or obligation required to be performed by it or them hereunder.
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. To the fullest extent permitted by -------------------------- law, each Member shall indemnify the Company, the other Members, and their respective members, trustees, officers, directors, shareholders, employees, associates, agents, and Affiliates, and hold them harmless from and against, any and all losses, costs, liabilities, damages, and expenses (including, without limitation, costs of suit and reasonable attorney's fees) (collectively referred to herein as "Damages") they may incur on account of any material breach by the Member of any provision of this Agreement.
