Common use of Indemnification by Members Clause in Contracts

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.

Appears in 2 contracts

Samples: Operating Agreement (Zhone Technologies Inc), Operating Agreement (Zhone Technologies Inc)

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Indemnification by Members. Each To the extent allowed by the Act and the Articles, 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, negligence or willful or wanton misconduct, misconduct on the breach or material inaccuracy of any representation and warranty part of such Member specified in this Agreement, or the breach of any obligations obligation under this Agreement or breach of any the fiduciary duties it may have owed to the Company or to the other MembersMembers by such Member.

Appears in 2 contracts

Samples: Operating and Member Control Agreement (Juhl Energy, Inc), Operating and Member Control Agreement (Juhl Energy, Inc)

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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.

Appears in 2 contracts

Samples: Operating Agreement (Zhone Technologies Inc), Operating Agreement (Zhone Technologies Inc)

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