Common use of Indemnification by Transferor Clause in Contracts

Indemnification by Transferor. In the event that the Company or any member of the Board becomes involved in any capacity in any action, proceeding, or investigation brought by or against any Person (including any Shareholder) in connection with any Transfer by a Shareholder of a Shareholder’s interest in the Company or the admission into the Company as a Shareholder of any purchaser, assignee, transferee, donee, heir, legatee, distributee or other recipient (each, an “Assignee”) of such transferring Shareholder’s interest in the Company, the Shareholder who has transferred all or any portion of its interest in the Company will periodically reimburse each of the Company and the members of the Board for each of their legal and other expenses (including the cost of any investigation and preparation) incurred in connection with such action, proceeding or investigation. To the fullest extent permitted by law, the transferring Shareholder also will indemnify the Company and the members of the Board for any losses, claims, damages, or liabilities to which any of them may become subject in connection with such Transfer. The reimbursement and indemnity obligations of the transferring Shareholder under this Section 3.01(j) shall be in addition to any liability that the transferring Shareholder may otherwise have, shall extend upon the same terms and conditions to the partners, employees, stockholders, members, managers, and controlling Persons of the Company, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the members of the Board and any such Persons. The obligations of a transferor under the foregoing provisions shall survive the Transfer of its interest or any termination of this Agreement.

Indemnification by Transferor. In the event that the Company or any member of the Board of Directors becomes involved in any capacity in any action, proceeding, or investigation brought by or against any Person (including any ShareholderMember) in connection with any Transfer by a Shareholder Member of a ShareholderMember’s interest in the Company or the admission into the Company as a Shareholder Member of any purchaser, assignee, transferee, donee, heir, legatee, distributee or other recipient (each, an “Assignee”) of such transferring ShareholderMember’s interest in the CompanyCompany (any such Assignee, when so admitted, being hereinafter called a “Substituted Member”), the Shareholder Member who has transferred all or any portion of its interest in the Company will periodically reimburse each of the Company and the members Board of the Board Directors for each of their legal and other expenses (including the cost of any investigation and preparation) incurred in connection with such action, proceeding or investigation. To the fullest extent permitted by law, the transferring Shareholder Member also will indemnify the Company and the members Board of the Board Directors for any losses, claims, damages, or liabilities to which any either of them may become subject in connection with such Transfer. The reimbursement and indemnity obligations of the transferring Shareholder Member under this Section 3.01(j) 8.3 shall be in addition to any liability that the transferring Shareholder Member may otherwise have, shall extend upon the same terms and conditions to the partners, employees, stockholders, members, managers, Members and controlling Persons the Board of the CompanyDirectors, and shall be binding upon and inure to the benefit of any successorsSuccessors, assigns, heirs heirs, and personal representatives of the Company, the members of Company and the Board and any such Personsof Directors. The obligations of a transferor under the foregoing provisions shall survive the Transfer of its interest or any termination of this Agreement.