Examples of Member Indemnified Person in a sentence
An Indemnitee and a Member Indemnified Person (as applicable) acting under this Agreement shall not be liable to the Company for its, his, or her good faith reliance on the provisions of this Agreement.
If this Section 4.7 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless each applicable Indemnitee and Member Indemnified Person pursuant to this Section 4.7 to the fullest extent permitted by any applicable portion of this Section 4.7 that shall not have been invalidated and to the fullest extent permitted by applicable Law.
The agreements and covenants contained in this Section 5.17 shall not be deemed to be exclusive of any other rights to which any Member Indemnified Person is entitled, whether pursuant to Law, contract or otherwise.
The Managing Member agrees to fulfill its payment, indemnification and hold harmless obligations hereunder promptly upon demand by the Company or any Managing Member Indemnified Person.
Any amendment, alteration or repeal of this Section 4.7 or of [Article IX] of the Amended and Restated Bylaws of the Manager that would adversely affect any right of an Indemnitee or its successors or a Member Indemnified Person or its successors shall apply prospectively only and shall not limit or eliminate any such right with respect to any Proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place before such amendment, alteration or repeal.
The indemnifying Member shall not be required to indemnify any Member Indemnified Person for such losses, claims, damages or liabilities as are determined by final judgment of a court of competent jurisdiction to have resulted from such Member Indemnified Person’s negligence, willful misconduct or knowing violation of law.
The indemnifying Member shall not be liable to any Member Indemnified Person or third party for amounts due under any settlement effected by a Member Indemnified Person without the indemnifying Member’s consent.
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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.
The agreements and covenants contained herein shall not be deemed to be exclusive of any other rights to which any Member Indemnified Person is entitled, whether pursuant to Law, contract or otherwise.