Common use of Indemnification of Members Clause in Contracts

Indemnification of Members. The Company shall indemnify and hold harmless the Members and their Affiliates (other than the Company and its subsidiaries), and their respective directors, officers, constituent partners, employees and advisors and other representatives, and the Managers designated by the Members (individually, an “Indemnitee”), as follows (provided that no such indemnification shall be available to a Member and its Affiliates in respect of any claim which is an indemnifiable claim against any of them pursuant to Section 12.2 or 12.3 of the Merger Agreement):

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Consolidated Container Co LLC), Limited Liability Company Agreement (Dean Foods Co), Limited Liability Company Agreement (Consolidated Container Co LLC)

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Indemnification of Members. The Company shall indemnify and hold harmless the Members and their Affiliates (other than the Company and its subsidiaries), and their respective directors, officers, constituent partners, employees and advisors and other representatives, and the Managers designated by the Members (individually, an "Indemnitee"), as follows (provided that no such indemnification shall be available to a Member and its Affiliates in respect of any claim which is an indemnifiable claim against any of them pursuant to Section 12.2 or 12.3 of the Merger Agreement):

Appears in 1 contract

Samples: Limited Liability Company Agreement (Suiza Foods Corp)

Indemnification of Members. The Company shall indemnify each Member and hold each Member wholly harmless from and against any and all debts, obligations, and liabilities of the Members and their Affiliates (other than Company, if any, to which such Member becomes subject by reason of being a Member, whether arising in contract, tort or otherwise; provided, however, that the indemnification obligation of the Company and its subsidiaries)under this Section 3.8 shall be paid only from the assets of the Company, and their respective directorsno Member shall have any personal obligation, officersor any obligation to make any Capital Contribution, constituent partners, employees and advisors and other representatives, and the Managers designated by the Members (individually, an “Indemnitee”), as follows (provided that no such indemnification shall be available to a Member and its Affiliates in with respect of any claim which is an indemnifiable claim against any of them pursuant to Section 12.2 or 12.3 of the Merger Agreement):thereto.

Appears in 1 contract

Samples: Operating Agreement (Keyspan Corp)

Indemnification of Members. The Company shall indemnify each Member and hold each Member wholly harmless from and against any and all debts, obligations, and liabilities of the Members and their Affiliates (other than Company, if any, to which such Member becomes subject by reason of being a Member, whether arising in contract, tort or otherwise; provided, however, that the indemnification obligation of the Company and its subsidiaries)under this Section 5.5 shall be paid only from the assets of the Company, and their respective directorsno Member shall have any personal obligation, officersor any obligation to make any Capital Contribution, constituent partners, employees and advisors and other representatives, and the Managers designated by the Members (individually, an “Indemnitee”), as follows (provided that no such indemnification shall be available to a Member and its Affiliates in with respect of any claim which is an indemnifiable claim against any of them pursuant to Section 12.2 or 12.3 of the Merger Agreement):thereto.

Appears in 1 contract

Samples: Operating Agreement (Minotto Partners Lp)

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Indemnification of Members. The Company shall indemnify each Member and hold each Member wholly harmless from and against any and all debts, obligations, and liabilities of the Members and their Affiliates (other than Company, if any, to which such Member becomes subject by reason of being a Member, whether arising in contract, tort or otherwise; provided, however, that the indemnification obligation of the Company and its subsidiaries)under this Section 2.11 shall be paid only from the assets of the Company, and their respective directorsno Member shall have any personal obligation, officersor any obligation to make any Contribution, constituent partners, employees and advisors and other representatives, and the Managers designated by the Members (individually, an “Indemnitee”), as follows (provided that no such indemnification shall be available to a Member and its Affiliates in with respect of any claim which is an indemnifiable claim against any of them pursuant to Section 12.2 or 12.3 of the Merger Agreement):thereto.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Keyspan Corp)

Indemnification of Members. The Company Company, to the maximum extent permitted by law, shall indemnify and hold harmless the Members each Member, its Affiliates and their Affiliates (other than the Company and each of its subsidiaries), and their respective officers, directors, officersmanagement committee members, constituent partnerstrustees, employees and advisors and other representativespartners or members, and the Managers designated by the Members (individually, an “Indemnitee”), as follows (provided that no such indemnification shall be available to a Member and its Affiliates in respect of any claim which is an indemnifiable claim against any of them pursuant to Section 12.2 or 12.3 of the Merger Agreement):as

Appears in 1 contract

Samples: Operating Agreement (Vans Inc)

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