Common use of Indemnity of the Members and the Managers Clause in Contracts

Indemnity of the Members and the Managers. 12.7.1 The Company shall indemnify every Member and Manager in respect to the payments made and personal liabilities reasonably incurred by that Member or Manager in the ordinary and proper conduct of the Company's business or property. No indemnification shall be provided if and to the extent that such liability was incurred based on the breach of this Agreement by the Manager, his negligence (to the extent not reimbursed by insurance), fraud or misconduct. 12.7.2 Provided that Xxxx has fully and timely performed his obligations under this Agreement, the Company shall indemnify Xxxx against any liability he may incur as a result of his guaranty of the Construction Loan; the Company shall, nevertheless, have a right of offset with respect to all damages incurred by the Company or any Member resulting from any breach by Xxxx of his obligations hereunder, in addition to all other rights and remedies that the Company and the other Members may have with respect to such breach by Xxxx. 12.7.3 The indemnification set forth in this Article 12 shall in no event cause the Members to incur any liability, or result in any liability of the Members to any third party, beyond those liabilities specifically enumerated in the Articles of Organization, the Act or this Agreement.

Indemnity of the Members and the Managers. 12.7.1 The Company shall indemnify every Member and Manager in respect to the payments made and personal liabilities reasonably incurred by that Member or Manager in the ordinary and proper conduct of the Company's business or property. No indemnification shall be provided if and to the extent that such liability was incurred based on the breach of this Agreement by the Manager, his negligence (to the extent not reimbursed by insurance), fraud or misconduct. 12.7.2 Provided that Xxxx Feld has fully and timely performed perfxxxxd his obligations under this Agreement, the Company shall indemnify Xxxx Feld against any liability he may incur mxx xncur as a result of his guaranty of the Construction Loan; the Company shall, nevertheless, have a right of offset with respect to all damages incurred by the Company or any Member resulting from any breach by Xxxx Feld of his obligations hereunderhereuxxxx, in addition to all other rights and remedies that the Company and the other Members may have with respect to such breach by XxxxFeld. 12.7.3 The indemnification indemnixxxxtion set forth in this Article 12 shall in no event cause the Members to incur any liability, or result in any liability of the Members to any third party, beyond those liabilities specifically enumerated in the Articles of Organization, the Act or this Agreement.

Indemnity of the Members and the Managers. 12.7.1 The Company shall indemnify every Member and Manager in respect to the payments made and personal liabilities reasonably incurred by that Member or Manager in the ordinary and proper conduct of the Company's business or property. No indemnification shall be provided if and to the extent that such liability was incurred based on the breach of this Agreement by the Manager, his negligence (to the extent not reimbursed by insurance), fraud or misconduct. 12.7.2 Provided that Xxxx Feld has fully and timely performed his obligations under this AgreementAgrexxxxt, the Company shall indemnify Xxxx Feld against any liability he may incur as a result of his guaranty of xx the Construction Loan; the Company shall, nevertheless, have a right of offset with respect to all damages incurred by the Company or any Member resulting from any breach by Xxxx Feld of his obligations hereunder, in addition to all other rights and xxx remedies that the Company and the other Members may have with respect to such breach by XxxxFeld. 12.7.3 The indemnification set forth in this Article Artixxx 12 shall in no event cause the Members to incur any liability, or result in any liability of the Members to any third party, beyond those liabilities specifically enumerated in the Articles of Organization, the Act or this Agreement.

Indemnity of the Members and the Managers. 12.7.1 The Company shall indemnify every Member and Manager in respect to the payments made and personal liabilities reasonably incurred by that Member or Manager in the ordinary and proper conduct of the Company's business or property. No indemnification shall be provided if and to the extent that such liability was incurred based on the breach of this Agreement by the Manager, his negligence (to the extent not reimbursed by insurance), fraud or misconduct. 12.7.2 Provided that Xxxx Feld has fully and timely performed his obligations obligaxxxxs under this Agreement, the Company shall indemnify Xxxx Feld against any liability he may incur as a result resxxx of his guaranty of the Construction Loan; the Company shall, nevertheless, have a right of offset with respect to all damages incurred by the Company or any Member resulting from any breach by Xxxx Feld of his obligations hereunder, in addition to additiox xx all other rights and remedies that the Company and the other Members may have with respect to such breach by XxxxFeld. 12.7.3 The indemnification set forth in forxx xn this Article 12 shall in no event cause the Members to incur any liability, or result in any liability of the Members to any third party, beyond those liabilities specifically enumerated in the Articles of Organization, the Act or this Agreement.