Indemnification by the MEMBERS definition

Indemnification by the MEMBERS. The MEMBERS shall fully indemnify, protect, reimburse, and hold harmless WPEC and ARIZONA PACIFIC and their successors from and against any and all damages, liabilities, and claims which might exist on account of and by reason of failure or default of any of the covenants, agreements, or warranties of the MEMBERS hereunder, all known debts of ARIZONA PACIFIC at the Closing and which are not disclosed or set forth in this Agreement, and any and all amounts which might be claimed, asserted, or established as deficiencies in or with respect to Federal or state income taxes, or franchise and other taxes and charges against ARIZONA PACIFIC arising out of or related to the returns herein represented to have been filed before Closing, and the operations of ARIZONA PACIFIC for or during all fiscal years of ARIZONA PACIFIC before Closing, and all such deficiencies with respect to operations and business of ARIZONA PACIFIC during such current fiscal year up to the date of the Closing in excess of any amounts which have otherwise been herein provided for. If any claim for which the MEMBERS shall be obligated to WPEC pursuant to the foregoing provisions shall be asserted against ARIZONA PACIFIC, or WPEC, or either of them, the MEMBERS shall, within ten (10) days after receiving written notice of such claim, notify WPEC in writing whether the MEMBERS object to the payment of such claim. A failure to notify WPEC of any objection to the payment of such claim within ten (10) days after receiving written notice of the claim shall be deemed consent to WPEC's payment of such claim. The MEMBERS shall not object to the payment of any such claim unless the MEMBERS shall at the same time inform WPEC in writing that the MEMBERS dispute such claim, in whole or in part, and promptly initiate proper proceedings to contact the same or undertake the appropriate defense thereof at the MEMBERS' sole cost and expense in a manner which will effect fully to protect against any liability and expense in connection therewith. If within such ten (10) day notice period the MEMBERS have no objections to the payment of such claim, the MEMBERS shall be obligated to pay such claim within five (5) days after the expiration of the ten (10) day notice period. The failure of the MEMBERS to so pay the claim and to obtain a release of ARIZONA PACIFIC and WPEC shall constitute full authority for WPEC and/or ARIZONA PACIFIC to either contest the claim or pay the claim and to obtain a release of ARIZONA PAC...
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Related to Indemnification by the MEMBERS

  • Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.

  • Indemnification Claim has the meaning set forth in Section 10.3.

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, members, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors.

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Third Party Claims has the meaning set forth in Section 11.1.

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, the Debtors’ respective memoranda, articles or certificates of incorporation or formation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date, excluding any obligation to indemnify any of the foregoing parties with respect to any act or omission for or on behalf of the Debtors arising out of any act or omission determined by a Final Order to constitute actual fraud, willful misconduct, or gross negligence.

  • Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.

  • Indemnified Party’s Group means the Seller Group (with respect to a Seller Indemnified Party) or the Purchaser Group (with respect to a Purchaser Indemnified Party).

  • Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

  • Indemnification Notice has the meaning set forth in Section 11.3(a).

  • Indemnified Persons has the meaning assigned to such term in Section 7.12(c).

  • Seller Indemnitee has the meaning set forth in Section 9.2(b).

  • Seller Indemnitees has the meaning set forth in Section 8.03.

  • Buyer Indemnitees has the meaning set forth in Section 8.02.

  • Licensee Indemnitees has the meaning set forth in Section 11.2.

  • Indemnification means an agreement of indemnity or a release from liability where the intent or effect is to shift or limit in any manner the potential liability of the person or firm for failure to adhere to applicable auditing or professional standards, whether or not resulting in part from knowing of other misrepresentations made by the insurer or its representatives.

  • Sponsor Termination Fees means the one-time payment under the Sponsor Management Agreement of a termination fee to one or more of the Sponsors and their Affiliates in the event of either a Change of Control or the completion of a Qualifying IPO.

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • Buyer Indemnitee has the meaning set forth in Section 8.1(b).

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Buyer Indemnified Persons has the meaning set forth in Section 8.2.

  • Investor Indemnitees shall have the meaning set forth in Section 5.01.

  • Investor Indemnified Party is defined in Section 4.1.

  • Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).