Common use of Indemnification by the Members Clause in Contracts

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. 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 or a trade payable incurred in the ordinary course of business since the date of the Interim Financial Statements; (b) any untruth, untruth or inaccuracy or material omission of any representation representation, warranty or warranty certification 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.; and (d) Inter-Member Matters

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 or a trade payable incurred in the ordinary course of business since the date of the 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. 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) ("LOSSESLosses") 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. Subject to the limits set forth in this Article 56, the Members and, if the transactions contemplated hereby are Option has not consummatedbeen exercised, 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) ("LOSSESLosses") 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 date of money in an amount reflected as a liability of the Company in the Interim Financial Statementsthis Agreement; (b) any untruth, untruth or inaccuracy or material omission of any representation representation, warranty or warranty certification made by the Company or the Members in or pursuant to this Agreement or any other Transaction DocumentAgreement; and (c) the breach of any covenant, agreement or obligation of the Company or the Members contained in this Agreement or any other Transaction DocumentAgreement.