Common use of Indemnification by Members Clause in Contracts

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.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Vornado Operating Co)

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Indemnification by Members. 13.6.1 Each To the fullest extent permitted by Law, each Member shall indemnify the Company and each other Member and hold them harmless the Company, each other Member, and their respective directors, officers and employees from and against any and all losses, claimscosts, damagesliabilities, damages and expenses or liabilities (including without limitation costs of suit and reasonable attorneys attorney’s fees) arising from (a) they may incur on account of any breach by such indemnifying that 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 hereinthis Agreement.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Hirschfeld Industries, Inc.)

Indemnification by Members. 13.6.1 Each Member shall agrees to indemnify the other Member and the Company against, and hold each of them harmless the Companyfrom, each other Memberany loss, and their respective directorscost, officers and employees from and against any and all losses, claims, damages, expenses or liabilities expense (including without limitation reasonable attorneys attorneys' fees) ), liability or damage suffered or incurred by reason of, arising from (a) out of, or in any way related to any breach or failure to perform by such indemnifying Member of any of its covenant, agreement, representations or warranties set forth herein, of such Member contained in this Operating Agreement or (b) any breach unauthorized act taken by such indemnifying Member in the name of the Company or any of its covenants or obligations set forth hereinother Member.

Appears in 1 contract

Samples: Operating Agreement (Northeast Utilities System)

Indemnification by Members. 13.6.1 Each Member shall indemnify and hold harmless the Company, the Managers, each other Member, and their respective any officers, directors, officers shareholders, managers, fiduciaries, members, employees, partners, agents, attorneys, representatives, and employees control persons of the foregoing from and against any and all losses, claims, damages, expenses or liabilities (including without limitation reasonable attorneys fees) arising from Claims which may arise by reason of a breach by such Member of: (a) any breach by such indemnifying Member of any of its representations or warranties covenants set forth herein, in Section 4.8; or (b) any breach by such indemnifying Member of any of its covenants or obligations representations and warranties set forth hereinin Section 4.9.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Helios & Matheson Analytics Inc.)

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Indemnification by Members. 13.6.1 Each Member shall indemnify and hold harmless the Company, each the Series, the other Member, Members and their respective directorsAffiliates (each individually, officers and employees from and against a "Member Indemnitee") for any and all losses, claims, damages, expenses or liabilities (including without limitation reasonable attorneys fees) arising from (a) any breach actually and reasonably incurred by such indemnifying Member Indemnitee solely as a result of any of the actual fraud, gross negligence or willful misconduct of, such Member or its representations or warranties set forth herein, or (b) any breach by such indemnifying Member of any of its covenants or obligations set forth hereinAffiliates.

Appears in 1 contract

Samples: Operating Agreement

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