Common use of Indemnification by the Members Clause in Contracts

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. (a) From and after the Closingeffectiveness of this Agreement, 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 Closingeffectiveness of this Agreement, 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 Agreement; or (ii) any breach of any covenant or obligation of the Company in this Agreement.