Indemnification by the Members. Effective at and after the consummation of the Closing and subject to Section 12.03, the Members shall, severally (pro rata based on such Member’s Holdings Allocation Percentage, or otherwise as determined by the Member Representative upon written notice to Parent), but not jointly (subject to the last sentence of Section 12.03(e)), indemnify Parent and its Affiliates and Representatives (excluding Holdings and its Subsidiaries, provided that for purposes of determining a De Minimis Breach pursuant to Section 12.03(b), the Damages of Holdings and its Subsidiaries shall be taken into account) (each, a “Parent Indemnitee”) against and hold each of them harmless from any and all Damages incurred by a Parent Indemnitee arising out of, relating to, resulting from, in connection with or otherwise in respect of:
(i) any inaccuracy or breach of any representation or warranty set forth in Article 4 or Article 5 as of the Closing (other than any representation or warranty made as of a certain date, in which case, as of such date), or in the certificates delivered pursuant to Section 2.10(a) (with respect to such representations and warranties) or Section 2.10(g) (each such breach of a representation or warranty, a “Group Warranty Breach”);
(ii) any breach of a covenant or agreement pursuant to this Agreement, the Restructuring Agreement or the Escrow Agreement made or to be performed by (x) an Acquired Entity prior to the consummation of the Closing or (y) the Member Representative, at any time (each such breach of a covenant or agreement, together with any Group Warranty Breach, a “Group Breach”);
(iii) (w) Pre-Closing Taxes of any Acquired Entity or any Subsidiary thereof, (x) obligations of any Acquired Entity or any Subsidiary thereof under unclaimed property and escheat Laws, to the extent actually paid to a Governmental Authority, arising out of gift cards issued prior to the Closing Date, (y) Transaction Expenses, to the extent not paid in connection with the Closing or pursuant to Section 2.12, including the matters set forth on Schedule 12.02(a)(iii) of the Disclosure Schedule, and (z) the portion of any Post-Closing New Venue Opening Expenses indirectly borne by Parent after the Closing (based on Parent’s Percentage Share (as defined in the A&R Holdings LLC Agreement)) that would not have been borne by Parent in accordance with the definition of New Venue Opening Amount had such Post-Closing New Venue Opening Expenses been paid prior to the Closing and inc...
Indemnification by the Members. Each of the Members agrees that the various indemnifications which they have provided to Preferred, as either the managing owner or the trading manager of such Member or in a functionally equivalent capacity, as the case may be, shall be equally applicable to the component of such Member’s operations attributable to its investment in the Company. However, such investment shall in no respect increase the indemnification obligation of any Member towards Preferred or any “related or associated party.”
Indemnification by the Members. Each Member hereby agrees to indemnify and defend the Company, the other Members and each of their respective employees, agents, partners, members, shareholders, officers and directors and hold them harmless from and against any and all claims, liabilities, damages, costs and expenses (including, without limitation, court costs and attorneys' fees and expenses) suffered or incurred on account of or arising out of any breach of this Agreement by that Member.
Indemnification by the Members. Each Member shall indemnify and hold harmless the Company, the other Members and their respective Management Committee representatives and alternates and the officers of the Company (each individually, a “Member Indemnitee”) for any and all Liabilities actually and reasonably incurred by such Member Indemnitee solely as a result of the actual fraud or willful misconduct of such Member, its Management Committee representatives and alternates or any officer of the Company employed by such Member or its Affiliates.
Indemnification by the Members. Subject to the limits set forth in this Article 5, the Members and, if the transactions contemplated hereby are not consummated, the Company, and their successors and assigns shall jointly and severally indemnify, defend, reimburse and hold harmless Buyer and its Affiliates and their successors and assigns, and the officers, directors, employees and agents of any of them, from and against any and all claims, losses, damages, liabilities, obligations, assessments, penalties and interest, demands, actions and expenses, whether direct or indirect, known or unknown, absolute or contingent (including, without limitation, settlement costs and any legal, accounting and other expenses for investigating or defending any actions or threatened actions) ("LOSSES") reasonably incurred by any such indemnitee, arising out of or in connection with any of the following:
(a) the ownership and operation of the Company before the Closing, provided that such Loss is not an obligation for payment of money in an amount reflected as a liability of the Company in the Interim Financial Statements;
(b) any untruth, inaccuracy or material omission of any representation or warranty made by the Company or the Members in this Agreement or any other Transaction Document; and
(c) the breach of any covenant, agreement or obligation of the Company or the Members contained in this Agreement or any other Transaction Document.
Indemnification by the Members. Each Member hereby agrees to ------------------------------ indemnify the other Members and the Company (without duplication) and their respective Affiliates, directors, officers and employees against, and agree to hold them harmless from, any and all Damages incurred or suffered by any of them as a result of claims by third parties arising out of or related in any way to (i) any misrepresentation or breach of any representation or warranty made by the Members in this LLC Agreement, and (ii) the breach or non-performance of any covenant or obligation required by this LLC Agreement to be performed or observed the Member, provided, however, that no Member shall be required to pay -------- ------- any Damages arising under clause (i) of this Section 10.5(a) unless and until the aggregate amount of such Damages attributable to such Member shall reach $25,000, at which time such Member shall become responsible for all such Damages (including the initial $25,000); and provided further, that the indemnification -------- ------- obligations of the Members hereunder shall each be limited to $1,000,000. The foregoing indemnification shall not in any manner limit a Member's legal remedies against the other Member under applicable law.
Indemnification by the Members. (a) From and after the Closing, each Member, severally and not jointly, shall indemnify Liquid Holdings from and against, and shall compensate and reimburse Liquid Holdings for, any losses, damages, injuries, liabilities, claims, demands, settlements, judgments, awards, fines, penalties fees (including reasonable attorneys’ fees), charges, costs or expenses (“Damages”) which are suffered or incurred by Liquid Holdings, or to which Liquid Holdings may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) which arise from, or as a result of, or are connected with:
(i) any inaccuracy in or breach of any representation or warranty of such Member contained in Article 2 of this Agreement; or
(ii) any breach of any covenant or obligation of such Member in Section 5.1 or 5.2 of this Agreement.
(b) From and after the Closing, each Member severally and not jointly shall indemnify Liquid Holdings from and against, and shall compensate and reimburse Liquid Holdings for, their Pro Rata Portion (as defined below) of any Damages which are suffered or incurred by Liquid Holdings, or to which Liquid Holdings may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) which arise from, or as a result of, or are connected with:
(i) any inaccuracy in or breach of any representation or warranty contained in Article 3 of this Agreement or
(ii) any breach of any covenant or obligation of the Company in this Agreement.
Indemnification by the Members. Each Member hereby agrees to indemnify the Company and each of its other Members and hold them each harmless from and against all liability, loss, cost, damage and expense (including attorneys’ fees and costs incurred in the investigation, defense and settlement of the matter) which the Company or any of such other Members shall ever sustain, suffer or incur which relate or arise out of or in connection with a breach by the indemnifying Member of any representation, warranty or covenant made by the indemnifying Member in this Agreement, in any agreement or instrument delivered pursuant hereto, on any other agreement with the Company. If the Company is made a party to any litigation or otherwise incurs any loss or expense as a result of or in connection with any Member’s personal obligations or liabilities unrelated to Company business, such Member shall indemnify and reimburse the Company for all such loss and expense incurred, including reasonable attorneys’ fees. The liability of any Member pursuant to this Section 11.5 may be assessed against such Member’s interest in the Company, including the right to receive any distributions of Net Cash Receipts; provided, however, the liability of a Member under this Section 11.5 shall not be limited to such Member’s interest in the Company but shall also be enforceable against such Member personally.
Indemnification by the Members. (a) Each Member agrees to, and does hereby, indemnify and hold harmless the Company and the other Member from and against any and all Losses arising out of, or based upon, the gross negligence or willful misconduct of such Member under this Agreement or such Member exceeding its authority under this Agreement.
(b) The provisions of this Section 12.3 shall survive each of the termination of this Agreement, the dissolution of the Company and the withdrawal of any Member.
Indemnification by the Members. Subject to Section 9.5, the Members, severally and not jointly, agree to indemnify the Purchaser, its Affiliates and any of its or its Affiliates’ directors, managers, general partners, officers, employees, incorporators, members, partners, stockholders, agents, attorneys or representatives (each, a “Purchaser Indemnified Party”) against, and agree to defend and hold the Purchaser Indemnified Parties harmless from, any and all Losses incurred or suffered by any Purchaser Indemnified Party to the extent arising out of any of the following:
(a) any breach of or any inaccuracy in any representation or warranty made by such Member in Article III; provided, however, that such Member shall have no liability under this Section 9.2(a) for any breach of or inaccuracy in any representation or warranty unless a written notice of the Purchaser Indemnified Party’s claim is given to such Member not later than the close of business on the Purchaser Survival Date with each such notice specifying (in reasonably sufficient detail) the matter giving rise to the claim, the nature of the claim and, so far as practicable, the amount claimed; and
(b) any breach of or failure by such Member to perform any covenant or obligation of such Member set out in this Agreement; provided, however, that such Member shall have no liability under this Section 9.2(b) for any breach of or failure by such Member to perform any covenant or obligation of such Member unless a written notice of the Purchaser Indemnified Party’s claim is given to such Member not later than the close of business on the Purchaser Survival Date with each such notice specifying (in reasonably sufficient detail) the matter giving rise to the claim, the nature of the claim and, so far as practicable, the amount claimed.
