Indemnifying Members definition

Indemnifying Members has the meaning set forth in the preamble of this Agreement.

Indemnifying Members means, with respect to any Claims, any Members whose actions directly or indirectly gave rise to or contributed to such Claims.

Indemnifying Members means Crest Marine Investment, LLC, a Michigan limited liability company and Xxxxxxx Xxx.

Examples of Indemnifying Members in a sentence

• The Sellers and Indemnifying Members shall jointly and severally indemnify and hold harmless Purchaser against any such Tax or reduction of any Tax asset.

• Except as set forth in the Disclosure Schedules, the Indemnifying Members, jointly and severally, as of the date of this Agreement and on and as of the Closing Date with the same effect as though made at and as of such date, represent and warrant to Buyer that the statements in this Article III are true and correct.

• An Indemnifying Member's obligation to make contributions to the Company under this Section 13.9 shall survive the termination, dissolution, liquidation and winding up of the Company and, for purposes of this Section 13.9, the Company shall be treated as continuing in existence.

• Notwithstanding the foregoing, in the case of clauses (c), (d), and (e) above, the Indemnifying Members shall not be liable for (i) any Taxes taken into account and included in determining Indebtedness or Net Working Capital and (ii) any Transfer Taxes which are the responsibility of Purchaser under Section 7.1(b).

• An Indemnifying Member's obligation to make contributions to the Company under this Section 12.3 shall survive the termination, dissolution, liquidation and winding up of the Company and, for purposes of this Section 12.3, the Company shall be treated as continuing in existence.

More Definitions of Indemnifying Members

Indemnifying Members means Xxxxx Xxxxxxxx, Xxx Xxxxxxxx, Xxxxxxx Xxxxxx, and Xxxxxx Xxxxx.

Indemnifying Members means Crest Marine Investment, LLC, a Michigan limited liability company and Patrick May. “Indemnifying Party” is defined in Section 8.5.

Indemnifying Members means James V. Rose and Frank J. Faubert Jr.

Indemnifying Members shall have the meaning set forth in the first paragraph of this Agreement.

Indemnifying Members has the meaning set forth in Section 10.1.1.

Indemnifying Members means the Company Members receiving the Merger Consideration pursuant to Section 1.5.

Indemnifying Members means each Company Member.