Common use of Indemnification by the Members Clause in Contracts

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.

Indemnification by the Members. Subject to Section 9.5Sections 9.7 and 9.8, the Members, ------------------------------ ------------ --- Members jointly and severally and not jointly, agree to indemnify indemnify, defend and save the PurchaserCenterPoint Indemnified Parties (hereinafter defined), its Affiliates forever harmless from 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 promptly pay to a CenterPoint Indemnified Parties harmless fromParty or reimburse a CenterPoint Indemnified Party for, any and all Losses (hereinafter defined) sustained or incurred or suffered by any Purchaser CenterPoint Indemnified Party to the extent resulting from, arising out of any of the followingof, in connection with or otherwise by virtue of: (a) any misrepresentation or breach of or any inaccuracy in any a representation or warranty made by such Member in Article III; providedV herein or in any certificate, howeverschedule, document, exhibit --------- or other instrument delivered hereunder by any Member or any action, demand or claim by any third party against or affecting any CenterPoint Indemnified Party which, if successful, would give rise to a breach of any such representation or warranty, except that such Member shall have no liability under this Section 9.2(a) the obligation of the Stockholders to indemnify, defend and save harmless for any misrepresentation or breach of or inaccuracy in any representation or warranty unless a written notice of the Purchaser Indemnified Party’s claim is given to made in Section ------- 5.1 hereof or in any certificate, schedule, document, exhibit or other --- instrument delivered in respect thereof shall not be joint and several, but 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 obligation shall be several only limited to the claim, the nature of the claim and, so far as practicable, the amount claimed; andseveral Member(s) making such misrepresentation or breach; (b) any breach of or failure by such the Seller, the Company or any Member to observe or perform any of their covenants and agreements set forth herein related to the period prior to the Closing except that the obligation of the Members to indemnify, defend and save harmless for any failure to observe or perform any covenant or agreement shall not be joint and several, but such obligation shall be several only and limited to the several Member(s) failing to observe or perform such covenant or agreement, except that the obligations of such Member set out in this Agreement; providedthe Member(s) to indemnify, however, that such Member shall have no liability under this Section 9.2(b) defend and save harmless for any breach of or failure by such Member to perform any a covenant or agreement by a Member shall not be joint and several, but such obligation shall be several only and limited to the several Members committing such breach; (c) any liability under the 1933 Act, the Securities Exchange Act of such Member unless 1934, as amended (the "1934 ACT") or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a written notice material fact relating to the Seller or the Company contained in any preliminary prospectus relating to the IPO, the Registration Statements or any proxy statement or prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission to state therein a material fact relating to the Seller or the Company required to be stated therein or necessary to make the statements (d) notwithstanding anything contained in this Agreement to the contrary, (i) any arrangements made by or on behalf of the Purchaser Indemnified Party’s claim Members, the Seller or the Company in connection with the Merger or the transactions contemplated by this Agreement with respect to brokerage, finders and other fees or commissions (ii) disallowance of any tax deduction to CenterPoint or the Company with respect to any item listed on Schedule 2.5 and ------------ considered in determining Net Working Capital, (iii) any Loss relating to, resulting from, arising out of or otherwise by virtue of any matter which is given or should be listed on Schedule 4.10 or 7.1.4 hereto, (iv) the Excluded ------------- ----- Assets, the Excluded Liabilities and the transactions contemplated under Section 7.1.4, and (v) any payment with respect to such Member not later Dissenting Shares. ------------- As used in this Agreement, the "CENTERPOINT INDEMNIFIED PARTIES" shall mean CenterPoint, its Subsidiaries and Affiliates, the Founding Companies other than the close Company (the "OTHER FOUNDING COMPANIES"), and their respective officers, directors, employees, agents, employee plans and plan fiduciaries, plan administrators or other Person dealing with any such plans; provided, -------- however, that the Other Founding Companies, and each of business on their respective ------- officers, directors, employees, agents, employee plans and plan fiduciaries, plan administrators or other Persons dealing with any such plans, shall cease to be a "CENTERPOINT INDEMNIFIED PARTY" for all purposes hereunder as of the Purchaser Survival Date with each Closing, and thereafter such notice specifying Persons shall have no further rights and remedies under this Article IX (in reasonably sufficient detail) the matter giving rise except to the claimextent a Person is an officer, director, ---------- employee or agent of CenterPoint as a result of the consummation of the transactions contemplated under the Other Agreements); provided, further that -------- ------- the Subsidiaries of CenterPoint shall include the Company, the nature Company Subsidiaries and the other Founding Companies from and after the Closing. Accordingly, for purposes of this Article IX and subject to the claim and, so far as practicablelimitations set ---------- forth in this Article IX, the amount claimedOther Founding Companies, and each of their ---------- respective officers, directors, employees, agents, employee plans and plan fiduciaries, plan administrators or other Persons dealing with any such plans, shall be deemed to be third party beneficiaries of this Agreement.

Indemnification by the Members. Subject to Section 9.5To the fullest extent permitted by Applicable Law, the Members, severally (a) each Member shall indemnify and not jointly, agree to indemnify the Purchaser, its hold harmless each other Member (and their respective Affiliates and any of its or its Affiliates’ and their respective officers, directors, managers, general partners, officers, employees, incorporatorsagents, members, equityholders, partners, stockholderscontrolling persons, agents, attorneys or representatives managers and their successors and permitted assigns) (each, a “Purchaser Member Indemnified Party”) against, from and agree to defend and hold the Purchaser Indemnified Parties harmless from, against any and all Losses incurred Damages that any such Person suffers or suffered by incurs, directly or as a result of (i) the gross negligence, willful misconduct or fraud of such indemnifying Member or (ii) a material breach of such indemnifying Member’s representation, warranty, covenants or other obligations set forth in this Agreement (it being acknowledged and agreed that the indemnifying Member shall have ten (10) calendar days following receipt of any Purchaser request for indemnification to cure such material breach, if capable of cure) and (b) the Dominion Member shall indemnify and hold harmless each other Member Indemnified Party (x) in accordance with its indemnification obligations set forth in Section 3.2(b)), (y) from any Damages resulting from the taking of any action by the Dominion Member or the Project Manager, the Company or the Board without the consent of another Member where the prior consent of such Member was required in accordance with this Agreement (including, for the avoidance of doubt, the Reserved Matters and Fundamental Reserved Matters) (it being acknowledged and agreed that the indemnifying Member shall have ten (10) calendar days following receipt of any request for indemnification to the extent unwind or reverse such action, if capable of unwinding or reversal) or (z) from any Damages arising out of or resulting from the default by the Dominion Member or 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 its Affiliates with each such notice specifying (in reasonably sufficient detail) the matter giving rise respect 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 claimedHead Bareboat Charter.

Indemnification by the Members. Subject to Section 9.5Sections 9.7 and 9.8, the Members, Members jointly and severally and not jointly, agree to indemnify indemnify, defend and save the PurchaserCenterPoint Indemnified Parties (hereinafter defined), its Affiliates forever harmless from 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 promptly pay to a CenterPoint Indemnified Parties harmless fromParty or reimburse a CenterPoint Indemnified Party for, any and all Losses (hereinafter defined) sustained or incurred or suffered by any Purchaser CenterPoint Indemnified Party to the extent resulting from, arising out of any of the followingof, in connection with or otherwise by virtue of: (a) any misrepresentation or breach of or any inaccuracy in any a representation or warranty made by such Member in Article IIIV herein or in any certificate, schedule, document, exhibit or other instrument delivered hereunder by any Member or any action, demand or claim by any third party against or affecting any CenterPoint Indemnified Party which, if successful, would give rise to a breach of any such representation or warranty, except that the obligation of the Members to indemnify, defend and save harmless for any misrepresentation or breach of representation or warranty made in Section 5.1 hereof or in any certificate, schedule, document, exhibit or other instrument delivered in respect thereof shall not be joint and several, but such obligation shall be several only and limited to the several Member(s) making such misrepresentation or breach; (b) any failure by Seller, the Company or any Member to observe or perform any of their covenants and agreements set forth herein related to the period prior to the Closing, except that the obligation of the Members to indemnify, defend and save harmless for any breach of a covenant or agreement by a Member shall not be joint and several, but such obligation shall be several only and limited to the several Member(s) committing such breach; (c) any liability under the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the Company contained in any preliminary prospectus relating to the IPO, the Registration Statements or any proxy statement or prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission to state therein a material fact relating to the Company required to be stated therein or necessary to make the statements therein not misleading, and not provided to CenterPoint or its counsel by the Company; provided, however, that such Member indemnity shall have no not inure to the benefit of any CenterPoint Indemnified Party to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and (i) the Company provided, in writing, corrected information to CenterPoint or its counsel for inclusion in the final prospectus prior to distributing such prospectus, and such information was not so included, or (ii) CenterPoint did not provide the Company and its counsel with the information required to be provided pursuant to Section 8.2.2, and such information is the basis for the untrue statement or omission (or alleged untrue statement or omission) giving rise to the liability under this Section 9.2(a9.1(c); or (d) for notwithstanding anything contained in this Agreement to the contrary, (i) any breach of arrangements made by or inaccuracy in any representation or warranty unless a written notice on behalf of the Purchaser Members, Seller or the Company in connection with the Acquisition or the transactions contemplated by this Agreement with respect to brokerage, finders and other fees or commissions, (ii) disallowance of any tax deduction to CenterPoint or the Company with respect to any item listed on Schedule 2.5 and considered in determining Net Working Capital, or with respect to goodwill and deducted in determining the Tax Accrual and, (iii) any matter which is or should be listed on Schedule 4.10 or which is listed on Schedule 7.1.4 hereto, (iv) the Excluded Assets, the Excluded Liabilities, and the transactions contemplated under Section 7.1.4 and (v) any payment with respect to Dissenting Shares. As used herein, the "CenterPoint Indemnified Party’s claim is given to such Member not later Parties" shall mean CenterPoint, its Subsidiaries and Affiliates, the Founding Companies other than the close of business on Company (the Purchaser Survival Date "Other Founding Companies"), and their respective officers, directors, employees, agents, employee plans and plan fiduciaries, plan administrators or other Person dealing with each any 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 Agreementplans; provided, however, that the Other Founding Companies, and each of their respective officers, directors, employees, agents, employee plans and plan fiduciaries, plan administrators or other Persons dealing with any such Member plans, shall cease to be a "CenterPoint Indemnified Party" for all purposes hereunder as of the Closing, and thereafter such Persons shall have no liability further rights and remedies under this Section 9.2(b) for any breach Article IX (except to the extent a Person is an officer, director, employee or agent of or failure by such Member to perform any covenant or obligation of such Member unless CenterPoint as a written notice result of the Purchaser Indemnified Party’s claim is given to such Member not later than consummation of the close transactions contemplated under the Other Agreements); provided, further that the Subsidiaries of business on CenterPoint shall include the Purchaser Survival Date with each such notice specifying (in reasonably sufficient detail) Company, the matter giving rise Company Subsidiaries and the other Founding Companies from and after the Closing. Accordingly, for purposes of this Article IX and subject to the claimlimitations set forth in this Article IX, the nature Other Founding Companies, and each of the claim andtheir respective officers, so far as practicabledirectors, the amount claimedemployees, agents, employee plans and plan fiduciaries, plan administrators or other Persons dealing with any such plans, shall be deemed to be third party beneficiaries of this Agreement.