Member Indemnity. The Member shall be liable to the Credit Union for and shall indemnify and hold the Credit Union harmless from any and all claims, causes of
Member Indemnity. The Company agrees to indemnify, pay, protect and hold harmless any Member (on demand and to the satisfaction of the Member) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever in any way relating to any agreement, liability, commitment, expense or obligation of the Company which may be imposed on, incurred by, or asserted against the Member solely as a result of such Member being a Member (including, without limitation, all reasonable costs and expenses of defense, appeal and settlement of any and all suits, actions or proceedings instituted against the Member and all costs of investigation in connection therewith). The satisfaction of the obligations of the Company under this Section shall be from and limited to the assets of the Company and no Member shall have any personal liability on account thereof. The foregoing rights of indemnification are in addition to and shall not be a limitation of any rights that may be provided in the Act.
Member Indemnity. The Member shall be liable to the Credit Union for and shall indemnify and hold the Credit Union harmless from any and all claims, causes of action, damages, expenses (including reasonable attorney’s fees and other legal expenses), liabilities and other losses resulting from acts, omissions, by the Member or any other person acting on the Member’s behalf, including without limitation: (i) a breach by the Member of any provision of this Agreement; (ii) the Credit Union debiting or crediting the account of any person as requested by the Member; (iii) the failure to act or the delay by any financial institution other than the Credit Union; and (iv) the Credit Union accepting any verbal, written or online wire transfer requests without the signature or proper identification of Member or Member’s representative requesting the transfer.
Member Indemnity. Each Member agrees to indemnify, defend and hold harmless the Company, the other Member, each officer, director, agent and Affiliate of the Company and the other Member from and against any and all Liabilities arising out of or based upon any false representation or warranty made by such Member herein or in any other document or certificate delivered to the Company by such Member in connection with such Member’s acquisition of its Units.
Member Indemnity. Each Member agrees to indemnify, defend and hold harmless the Company, the other Members, each officer, director, agent and Affiliate of the Company and the other Members, and each other Person, if any, who controls any of the foregoing within the meaning of Section 15 of the Securities Act, against any and all losses, claims, demands, costs, damages, liabilities (joint and several), expenses of any nature (including reasonable attorneys’ fees and disbursements and other costs of litigation, whether pending or threatened), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which such Person may be involved, or threatened to be involved as a party or otherwise, arising out of or based upon any false representation or warranty made by such Member herein or in any other document or certificate delivered to the Company by such Member in connection with such Member’s acquisition of its Company Interest.
Member Indemnity. The Member shall indemnify TRFCU and hold TRFCU harmless from any cost, liability, or expense (including reasonable attorney's fees) arising out of any claim by a third party alleging that a Member transaction contravenes or compromises the rights, title, or interest of any third party, or contravenes any law, rule, regulation, ordinance, court order, or other mandate or prohibition with the force or effect of law (a "Claim"), unless the Claim arises out of TRFCU's failure to exercise ordinary care, failure to act in good faith, or failure to act in accordance with the Member's instructions pursuant to this Agreement.
Member Indemnity. The Company agrees to indemnify, pay, protect and hold harmless any Member (on demand and to the satisfaction of the Member) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (collectively "Liabilities") in any way relating to any agreement, liability, commitment, expense or obligation of the Company which may be imposed on, incurred by, or asserted against the Member solely as a result of such Member being a Member (including, without limitation, all reasonable costs and expenses of defense, appeal and settlement of any and all suits, actions or proceedings instituted against the Member and all costs of investigation in connection therewith). Such indemnification shall include Liabilities arising from the acts of any Member's own employee, agent or other representative acting in good faith on behalf of the Company. The satisfaction of the obligations of the Company under this Section shall be from and limited to the assets of the Company and no Member shall have any personal liability on account thereof. The foregoing rights of indemnification are in addition to and shall not be a limitation of any rights that may be provided in the Act.
Member Indemnity. Each Member (in such capacity, a “Member Indemnitor”) shall indemnify the Company, the other Member and any Affiliate, legal representative, manager, director, officer, partner, member, co-venturer, proprietor, trustee, employee, or agent of such other Member, and the Related/Oxford Guarantor, if the Coach Member is the Member Indemnitor, or the Coach Guarantor and the Coach Lender, if the Fund Member is the Member Indemnitor (each a “Member Indemnified Person”), and shall hold each Member Indemnified Person harmless from and against any claims, judgments, penalties, fines, settlements, damages, liabilities, and costs and expenses (including reasonable attorneys’ fees and expenses) actually incurred by such Member Indemnified Person (i) by reason of, or in connection with, the construction by or on behalf of such Member Indemnitor of any Finish Work in the Unit or Units owned (or beneficially owned) by the Member Indemnitor, (ii) arising out of or resulting from the fraud or willful misconduct of such Member Indemnitor or any of its Affiliates or any of its constituent direct or indirect investors, or a breach by any such Person of this Agreement, the Development Agreement or any of the Loan Documents or (iii) arising out of, or otherwise resulting from the breach by such Member Indemnitor or any of its Affiliates of the Project Documents, in each case unless the Member Indemnified Person’s actions constitute gross negligence or willful or wanton misconduct or a breach of this Agreement. In addition, the Fund Member, as Member Indemnitor, shall indemnify the Coach Member and its other Member Indemnified Persons, and shall hold the Coach Member and each such other Member Indemnified Person harmless, from and against any claims, judgments, penalties, fines, settlements, damages, liabilities, and costs and expenses (including reasonable attorneys’ fees and expenses) arising out of or in connection with any claim for commission or similar fee under the L’Oreal Brokerage Agreement. In no event shall any Member be liable for, and each Member, on behalf of itself and its respective Affiliates, hereby waives any claim for, any special, punitive or consequential damages, including loss of profits or business opportunity arising under or in connection with this Agreement. Without limiting the terms of the Coach Guaranty or the Related Oxford Guaranty, the satisfaction of any indemnification provided for in this Section 8.4 shall be made from, and limited to, the Mem...
Member Indemnity. Any amount payable under a Member Indemnity Agreement has not been paid when due or, unless the Recapture Period shall have expired, a Member Indemnity Agreement shall cease to be in full force and effect; or
Member Indemnity. The Member covenants and agrees to indemnify and hold MNCC and its officers, directors and stockholders, harmless from and against, and to reimburse such indemnitees for, any claim for any losses, damages, liabilities, deficiencies and expenses (including reasonable counsel fees and expenses) (a “Claim”) incurred by MNCC, or any such indemnitee after the date hereof by reason of, or arising from, (a) any misrepresentation or breach of any representation or warranty contained in this Agreement or in any instrument or document executed by the Member and delivered to MNCC pursuant to the terms hereof or (b) any failure by the Member to perform any obligation or covenant required to be performed by it under any provision of this Agreement.
