Member Indemnified Parties definition

Member Indemnified Parties shall have the meaning set forth in Section 10.3.

Member Indemnified Parties means the Members and its Affiliates, each of their respective officers, directors, managers, employees, agents, and representatives and each of the heirs, executors, successors and assigns of any of the foregoing.

Member Indemnified Parties has the meaning set forth in Section 8.2(b).

Examples of Member Indemnified Parties in a sentence

• Purchaser shall be liable for and shall pay (and shall indemnify and hold harmless the Selling Member Indemnified Parties against) all sales, use, stamp, documentary, filing, recording, transfer or similar fees or taxes or governmental charges as levied by any Governmental Body including any interest and penalties) in connection with the transactions contemplated by this Agreement.

• The Company may indemnify its employees and other agents who are not Member Indemnified Parties, provided that the indemnification in any given situation is approved by a Supermajority Interest and the scope of such indemnification shall not be greater than that provided to the Member Indemnified Parties in this Section 18.1.

• Notwithstanding anything herein to the contrary, Losses payable by Purchaser under this Article IX shall be reduced by any insurance proceeds actually recovered by the applicable Member Indemnified Parties with respect thereto, net of any costs and expenses incurred in obtaining, or as a result of, such recovery.

• Nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement; provided, however, that the provisions of Article 10 shall inure to the benefit of and be enforceable by the Parent Indemnified Parties and the Member Indemnified Parties, who are express third-party beneficiaries hereunder.

• ONI agrees to indemnify, defend and hold harmless Class B Member Indemnified Parties from and against any and all Class B Member Indemnified Costs, pursuant to Article XI of the Company LLC Agreement.

• Except for the Purchaser Indemnified Parties and the Member Indemnified Parties as provided in Article IX, nothing expressed or implied herein is intended, or shall be construed, to confer upon or give any Person other than the Parties, and their successors or permitted assigns, any right, remedy, obligation or Liability under or by reason of this Agreement, or result in such Person being deemed a third-party beneficiary hereof.

• Except in the case of fraud or willful misconduct, the indemnification provisions in this Article IX shall be the exclusive remedies of the Purchaser Indemnified Parties and the Member Indemnified Parties with respect to the transactions contemplated by this Agreement.

• Whenever the treatment accorded by one Contracting Party to the investors of the other Contracting Party, according to its laws and regulations or other provisions or specific contracts or investment authorisations or agreements, is more favourable than that provided under this Agreement, the most favourable treatment shall apply.

• No Purchaser Indemnified Party will be entitled to any indemnification under this Article IX to the extent such matter is or should be included in the Final Closing Payment Calculation Statement determined pursuant to Section 2.4. (b) Member Indemnified Parties.

• The Member Indemnified Parties shall not be required to make any claim or demand against any other Person prior to the making of any claim or demand for indemnification or at any other time.

More Definitions of Member Indemnified Parties

Member Indemnified Parties means the Members and their Affiliates, each of their respective officers, directors, employees, agents and representatives and each of the heirs, executors, successors and assigns of any of the foregoing.

Member Indemnified Parties have the meanings set forth in Section 15.1.

Member Indemnified Parties. As defined in Section 7.2.2.

Member Indemnified Parties has the meaning set forth in Section 7.7.

Member Indemnified Parties is defined in Section 9.3 of this Agreement.

Member Indemnified Parties has the meaning set forth in Section 10.2(b).