Member Indemnification. Pursuant to the provisions of California Government Code section 895 et seq., and except as required in Section 8.1, herein, each Member agrees to indemnify, defend, and hold harmless Members, including without limitation, its officers, agents, directors, employees and representatives from and against any and all from any liability, claim, or judgment for injury or damages caused by any negligent or wrongful omission of any agent, officer, and/or employee of the indemnifying Member which occurs or arises out of the performance of this Agreement.
Member Indemnification. Each Member (the “Indemnifying Member”) shall indemnify and hold harmless the LLC and the other Members from and against any loss, expense, damage or injury (including attorneys’ fees) suffered or sustained by the LLC or the other Members resulting directly or indirectly from any act or omission by the Indemnifying Member if (i) such act or omission is within the scope of the authority of such Member under this Operating Agreement and is not in contravention of this Operating Agreement, but such Indemnifying Member is grossly negligent in respect thereof, or (ii) such act or omission is not within the scope of authority of such Member under this Operating Agreement or is in contravention of this Operating Agreement.
Member Indemnification. Members understand and agree that the MWC may at times be unsupervised. Member acknowledges that when no employee will be on site to provide assistance in using the equipment, member assumes all risk. In recognition of the possible danger connected with any physical activity, member hereby knowingly and voluntarily waives any right of cause of action now or hereafter of any kind whatsoever arising from which any liability, which may or could accrue to the School District of Marathon City. Member will reimburse the School District of Marathon City for any damages he/she may cause to the equipment and/or to the physical infrastructure of the facility.
Member Indemnification. Each Member and the Manager (the "Indemnifying Party") shall indemnify the LLC and each other Member and the Manager (the "Indemnified Party") for, and shall hold the Indemnified Party harmless from and against, any and all liability to any Person incurred by the Indemnified Party by reason of any fraudulent, criminal, or grossly negligent act or omission of or breach of this Agreement by such Indemnifying Party or Affiliates of such Indemnifying Party, and for, from and against all cost, expense and loss incurred by the Indemnified Party in connection therewith.
Member Indemnification. Each Member (such Member, the "Indemnifying Party") shall and does hereby indemnify, defend and hold wholly harmless, to the fullest extent permitted by law, the Company, the other Member and their respective Affiliates (each, as applicable, the "Indemnified Parties") for, from and against and in respect of any and all Damages, actually incurred by the Indemnified Parties to the extent attributable to Bad Conduct or breach of this Agreement (including any Capital Default) or any Affiliate Agreement by the Indemnifying Party or any Affiliate thereof (including, but not limited to, the breach by any Indemnifying Party or Affiliate thereof of any representation or warranty contained in this Agreement or any Affiliate Agreement); provided, however, that Damages shall not include any Damages to the extent covered by insurance maintained by or for the benefit of such Indemnified Party or any Excluded Liabilities. In the event the Indemnifying Party or any of its Affiliates incurs an indemnification obligation pursuant to this Section 10.2, then the Indemnifying Party shall (i) in the event the Company has suffered Damages, make a cash payment to the Company in the amount of the indemnification obligation which, for the avoidance of doubt, will (A) not be treated as a Capital Contribution to the Company; and (B) not result in credit to the Indemnifying Party's Capital Account (or Unreturned Initial Contribution Balance or Unreturned Additional Contribution Balance); or (ii) in the event the Indemnified Party is not the Company, make a cash payment to the Indemnified Party in the amount of the indemnification obligation.
Member Indemnification. MEMBER IS RESPONSIBLE FOR AND SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS PIE&G AND ITS EMPLOYEES, AFFILIATES, SUPPLIERS, AGENTS AND CONTRACTORS AND SHALL REIMBURSE PIE&G FOR ANY DAMAGES, LOSSES OR EXPENSES (INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEY'S FEES AND COSTS) INCURRED BY PIE&G IN CONNECTION WITH ANY CLAIMS, SUITS, JUDGMENTS AND CAUSES OF ACTION ARISING OUT OF (i) MEMBER USE OF THE SERVICES OR EQUIPMENT; (ii) VIOLATION OR INFRINGEMENT OF CONTRACTUAL RIGHTS, PRIVACY, CONFIDENTIALITY, COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS ARISING FROM MEMBER USE OF THE SERVICES OR ANY UNAUTHORIZED APPARATUS OR SYSTEM; AND (iii) MEMBER BREACH OF ANY PROVISION OF THIS AGREEMENT.
Member Indemnification. Each Member (the "Indemnitor Member") shall ---------------------- indemnify, defend and hold harmless the other Member (the "Indemnitee Member") from and against any and all losses, claims, damages, liabilities, expenses (including reasonable attorneys' fees and costs), judgments, fines, settlements, demands, actions, or suits relating to or arising out of any (i) fraud, gross negligence or willful misconduct for which the Indemnitor Member or any of its Affiliates or Related Persons (or the Company as the result of an act or omission of any of the same) has been adjudged liable; (ii) material breach by the Indemnitor Member of any term or provision of this Agreement or any Collateral Agreement; and (iii) a material breach or inaccuracy in any representation or warranty made by such Indemnitor Member in this Agreement or any Collateral Agreement.
Member Indemnification. (a) Without limitation of any other provision of this Agreement or any agreement executed in connection herewith, the LLC agrees to defend, indemnify and each Member, their respective Affiliates and direct and indirect members, partners, investors, stockholders, directors, officers, employees and agents and each Person who controls any of them within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Securities Act”), or Section 20 of the Exchange Act of 1934, as amended (the “Exchange Act”) (collectively, the “Investor Indemnified Parties” and, individually, an “Investor Indemnified Party”) harmless from and against any and all damages, liabilities, losses, taxes, fines, penalties, reasonable costs and expenses (including, without limitation, reasonable fees of a single counsel representing the Investor Indemnified Par- ties), as the same are incurred, of any kind or nature whatsoever (whether or not arising out of thirdparty claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any such Investor Indemnified Party (“Losses”), based upon, arising out of, or by reason of (i) any breach of any covenant or agree- ment made by the LLC in this Agreement, or (ii) any third party or governmental claims relating in any way to such Investor’s Indemnified Party’s status as a security holder, creditor, agent, rep- resentative or controlling Person of the LLC (but not in connection with such Person’s status or role as an officer of the LLC) or otherwise relating to such Investor Indemnified Party’s involve- ment with the LLC (including, without limitation, any and all Losses under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, which relate directly or indirectly to the registration, purchase, sale or ownership of any securities of the LLC or to any fiduciary obligation owed with respect thereto), including, without limita- tion, in connection with any third party or governmental action or claim relating to any action taken or omitted to be taken or alleged to have been taken or omitted to have been taken by any Investor Indemnified Party as security holder, director, agent, representative or controlling Person of the LLC or otherwise, alleging socalled control Person liability or securities law liability; pro- vided, however, that the LLC will not be liable to the extent that such Losses arise f...
Member Indemnification. Members individually shall indemnify, defend and hold Agency and other Members harmless from any liability arising out of or relating to the individual Member's actions pursuant to this Agreement. Members shall maintain liability insurance in sufficient amounts as determined by the Commission for personal injuries, and property damage naming Agency as additional insured.
Member Indemnification. You understand and agree to indemnify and hold harmless FPCU against any and all claims, damages, liabilities, actions, cost, and expenses resulting from the use of mobile check deposit and or breach of this disclosure and agreement.
