Common use of Indemnification by Members Clause in Contracts

Indemnification by Members. Members agree that they will, jointly and severally, indemnify, defend (as to third party claims only), protect and hold harmless Buyer, Buyer, Company and their respective officers, shareholders, directors, divisions, subdivisions, affiliates, subsidiaries, parent, agents, employees, successors and assigns at all times from and after the date of this Agreement until the Expiration Date from and against all liabilities claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, losses, costs and expenses whatsoever (including specifically, but without limitation, court costs, reasonable attorneys' fees and reasonable expenses, and reasonable expenses of investigation) ("Claims") whether equitable or legal, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at or after the date of this Agreement, incurred as a result of or incident to: (a) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by Company or Members (including, without limitation, those relating to the environmental condition of the Land and Company's environmental compliance), set forth herein or in the Schedules, Exhibits or certificates attached hereto or delivered pursuant hereto; (b) nonfulfillment or nonperformance of any agreement, covenant or condition on the part of Members made in this Agreement; (c) nonfulfillment or nonperformance of any agreement, covenant or condition on the part of Company made in this Agreement and to be performed on or before the Closing Date; (d) the existence of liabilities of Company in excess of the liabilities represented by Members and Company consistent with Sections 2.4 and 10.2; (e) all real estate taxes related to the Land for years prior; and (f) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a) through (e) of this Section 12.3 had been satisfied.

Indemnification by Members. Members agree that they will(a) TNHC has disclosed to IHP those liabilities identified on Exhibit “L” and IHP consents to the assumption of such liabilities by the Company. Except for such liabilities, jointly and severallythe Company shall not be liable for any other obligations incurred by TNHC or any of its Affiliates prior to the formation of the Company. To the fullest extent permitted by law, except to the extent any of the following arises from the sole negligence, willful misconduct or breach of IHP or agents, servants or independent contractors who are directly responsible to IHP, TNHC hereby agrees to protect, indemnify, defend (as with counsel satisfactory to third party claims only)IHP, protect and hold harmless Buyerthe Company, BuyerIHP, its Affiliates and their respective partners, members, managers, employees, agents, trustees, beneficiaries, officers, directors, shareholders, divisions, subsidiaries and successors (collectively, “IHP Indemnitees”), from and against any and all losses, costs, obligations, claims, expenses, damages, liabilities, attorneys’ fees and costs, expert and consultant costs, fines, judgments, penalties, debts, suits, actions and causes of action (including those arising out of bodily injury and/or personal injury to, or death of, persons) (collectively, “Liabilities”) caused by, arising out of or relating directly or indirectly to (i) any liability or obligation not expressly assumed by the Company as identified on Exhibit “L” incurred by TNHC or any of its Affiliates prior to formation of the Company; (ii) the material inaccuracy of any representation or warranty made by or deemed to be made by TNHC or its Affiliates in this Agreement; (iii) the negligence (whether active or passive) or willful misconduct of TNHC, its Affiliates and their respective officers, shareholdersemployees, directors, divisionsshareholders, subdivisionsconstituent members, affiliatesmanagers, subsidiaries, parentpartners, agents, employeessubcontractors, successors suppliers, invitees, licensees and assigns at representatives to the extent proceeds from insurance do not fully satisfy same; (iv) the failure of TNHC to satisfy any of its obligations in connection with the Project insurance; (v) to the extent of TNHC’s failure to use Due Care, any and all times claims on any improvements bonds for the Project and/or claims from and after the date of this Agreement until the Expiration Date from and against all liabilities claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, losses, costs and expenses whatsoever (including specifically, but without limitation, court costs, reasonable attorneys' fees and reasonable expenses, and reasonable expenses of investigation) ("Claims") whether equitable or legal, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at or after the date of this Agreement, incurred as a result of or incident to: (a) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by Company or Members (including, without limitation, those bonding companies relating to the environmental condition of the Land and Company's environmental compliance), set forth herein non-payment or in the Schedules, Exhibits or certificates attached hereto or delivered pursuant hereto; (b) nonfulfillment or nonperformance of failure to complete any agreement, covenant or condition on the part of Members made in this Agreement; (c) nonfulfillment or nonperformance of any agreement, covenant or condition on the part of Company made in this Agreement and to be performed on or before the Closing Date; (d) the existence of liabilities of Company in excess of the liabilities represented by Members and Company consistent with Sections 2.4 and 10.2; (e) all real estate taxes related to the Land for years priorsuch bonded work; and (fvi) the breach by TNHC of any claim of its obligations under this Agreement or at law or by a third party thatany Affiliate of TNHC under any agreement with the Company, if true, would mean that a condition for indemnification set forth in subsections (a) through (e) or the occurrence of this Section 12.3 had been satisfiedan Event of Default with respect to TNHC or any of its Affiliates.

Indemnification by Members. Members agree that they willSubject to the terms and conditions of this Article, each Member, jointly and severally, shall indemnify, defend (as to third party claims only), protect and hold harmless Buyer, Buyer, Company Purchaser and their respective officers, shareholders, its directors, divisions, subdivisions, affiliates, subsidiaries, parentofficers, agents, employees, successors attorneys and assigns at all times from and after the date of this Agreement until the Expiration Date affiliates harmless from and against all liabilities losses, claims, damages, actions, suits, proceedingsobligations, demands, assessments, adjustments, penalties, lossesliabilities, costs costs, damages, attorneys’ fees and expenses whatsoever (including specificallycollectively, but without limitation“Damages”), court costs, reasonable attorneys' fees and reasonable expenses, and reasonable expenses of investigation) ("Claims") whether equitable asserted against or legal, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at or after the date of this Agreement, incurred as a result by such indemnitees by reason of or incident toresulting from: (a) a breach of any breach ofrepresentation, misrepresentation in, untruth in warranty or inaccuracy in covenant of the representations and warranties by Company or Members (includingcontained herein, without limitationin any exhibit, those relating to the environmental condition of the Land and Company's environmental compliance)schedule, set forth herein certificate or financial statement delivered hereunder, or in any agreement executed in connection with the Schedulestransactions contemplated hereby (provided, Exhibits or certificates attached hereto or delivered pursuant heretohowever, 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) nonfulfillment any Taxes owed or nonperformance of any agreement, covenant or condition on the part of Members made in this Agreement; (c) nonfulfillment or nonperformance of any agreement, covenant or condition on the part of Company made in this Agreement and claimed to be performed on or before 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 existence of liabilities of Company matter identified in excess of Schedule 3.17(b), but only for the liabilities represented by Members and Company consistent with Sections 2.4 and 10.2period prior to the Closing Date; (e) all real estate taxes related the failure by the Company to qualify to do business in the Land for years priorStates of Illinois, Iowa or Indiana (if so required); and (f) any claim claims made by Dxxxxxx Xxxxx that: (1) he is a third party thatmember 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 truesuch Member makes a distribution of the Purchase Price to its shareholders, would mean that as a condition for indemnification set forth in subsections (a) through (e) 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 Section 12.3 had been satisfiedArticle VII to the same extent as such assigning Member.

Indemnification by Members. Members agree that they will(a) Developer has disclosed to IHP those liabilities identified on Exhibit “L” and IHP consents to the assumption of such liabilities by the Company. Except for such liabilities, jointly and severallythe Company shall not be liable for any other obligations incurred by Developer or any of its Affiliates prior to the formation of the Company. To the fullest extent permitted by law, except to the extent any of the following arises from the sole negligence or willful misconduct of IHP or agents, servants or independent contractors who are directly responsible to IHP, Developer hereby agrees to protect, indemnify, defend (as with counsel satisfactory to third party claims only)IHP, protect and hold harmless Buyerthe Company, BuyerIHP, its Affiliates and their respective partners, members, managers, employees, agents, trustees, beneficiaries, officers, directors, shareholders, divisions, subsidiaries and successors, from and against any and all losses, costs, obligations, claims, expenses, damages (excluding consequential damages unrelated to the Project), liabilities, attorneys’ fees and costs, expert and consultant costs, fines, judgments, penalties, debts, suits, actions and causes of action (including those arising out of bodily injury and/or personal injury to, or death of, persons) (collectively, “Liabilities”) caused by, arising out of or relating directly or indirectly to (i) any liability or obligation not expressly assumed by the Company as identified on Exhibit “L” incurred by Developer or any of its Affiliates prior to formation of the Company; (ii) the inaccuracy of any representation or warranty made by Developer or its Affiliates in this Agreement; (iii) the negligence or willful misconduct of Developer, its Affiliates and their respective officers, shareholdersemployees, directors, divisionsshareholders, subdivisionsconstituent members, affiliatesmanagers, subsidiariespartners, parentagents and representatives to the extent proceeds from insurance do not fully satisfy same; (iv) the Warranty Work (excluding any Warranty Work for Units in which construction commenced subsequent to the removal of Developer as Managing Member); (v) any claims for latent or patent defects in design, agentsdevelopment or construction of the Project, employeesincluding those claims for which the Company may be strictly liable, successors whether arising prior or subsequent to the acquisition of the Property by the Company and assigns at all times whether or not coverage is afforded by the Project insurance, (vi) any bonds posted by or on the behalf of the Company in connection with the Project and/or any claims on any such bonds from and after any surety providing such bonds; (vii) the date breach by Developer of any of its obligations under this Agreement until or at law or by any Affiliate of Developer under any agreement with the Expiration Date from Company, or the occurrence of an Event of Default with respect to Developer or any of its Affiliates; and against all liabilities (viii) any claims, damages, actionsliabilities, suits, proceedings, demands, assessments, adjustments, penalties, losses, costs and expenses whatsoever (including specifically, but without limitation, court costs, reasonable attorneys' fees and reasonable expenses, and reasonable expenses actions or causes of investigation) ("Claims") whether equitable or legal, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at or after the date of this Agreement, incurred as a result of or incident to: (a) any breach of, misrepresentation in, untruth in or inaccuracy in the representations and warranties by Company or Members (including, without limitation, those action relating to the environmental condition Purchase Agreement and any documents or other instruments executed in connection with the Purchase Agreement, which arise prior to the assignment of the Land and Company's environmental compliance), set forth herein or in the Schedules, Exhibits or certificates attached hereto or delivered pursuant hereto; (b) nonfulfillment or nonperformance of any agreement, covenant or condition on the part of Members made in this Agreement; (c) nonfulfillment or nonperformance of any agreement, covenant or condition on the part of Company made in this Purchase Agreement and to be performed on or before the Closing Date; (d) the existence of liabilities of Company in excess of the liabilities represented by Members and Company consistent with Sections 2.4 and 10.2; (e) all real estate taxes related to the Land for years prior; and (f) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a) through (e) of this Section 12.3 had been satisfiedCompany.