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.
Appears in 3 contracts
Samples: Operating Agreement (Sandisk Corp), Operating Agreement (Western Digital Corp), Operating Agreement (Sandisk Corp)
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 either Member.
Appears in 1 contract
Samples: Operating Agreement (Sandisk Corp)
