By the Members. (i) Subject to Sections 9.2(e), 9.2(f), 9.2(h), 9.2(i) and 9.3 the Members jointly and severally shall protect, defend, indemnify and hold harmless FAAC, and the Companies and their respective Affiliates, and their officers, directors, employees, agents, representatives, successors and assigns (“FAAC Indemnitees”) from and against any Losses that may be sustained, suffered or incurred by FAAC Indemnitees and that are related to (A) any breach by the Members or the Companies of their respective representations and warranties in this Agreement (including Disclosure Schedule Update Losses), (B) any breach by the Members or the Companies of covenants and obligations in or under this Agreement, including, but not limited to the Members obligations to make payments to FAAC pursuant to Sections 2.2 and 2.4(e) and the Members’ or the Companies’ obligations pursuant to ARTICLE V (including but not limited to Members’ obligations under Sections 5.7, 5.8, 5.11(b), 5.11(c) and 5.14) (C) Taxes as provided in paragraph (ii) of this Section 9.2(b), to the extent such Taxes have not been accrued or otherwise reserved for on the Closing Balance Sheet (it being the intent of the parties that all of the provisions of this Agreement shall be interpreted to avoid requiring the Members to pay (or receive a reduction in the Purchase Consideration) twice for the same Tax).
(ii) The obligations of the Members under paragraph (i) of this Section 9.2(b) shall extend to (A) all Taxes with respect to taxable periods ending on or prior to the Closing Date and (B) all Taxes with respect to Straddle Periods to the extent that such Taxes (1) are allocable to the period prior to Closing pursuant to Section 5.11(c) and (2) have not been accrued or otherwise reserved for on the Closing Balance Sheet. Such obligations shall be without regard to whether there was any breach of any representation or warranty under ARTICLE III with respect to such Tax or any disclosures that may have been made with respect to ARTICLE III or otherwise. The indemnification obligations under this paragraph (ii) shall apply even if the additional Tax liability results from the filing of a return or amended return with respect to a pre-Closing Date transaction or period (or portion of a period) by FAAC. FAAC shall not cause or permit the Companies to file an amended Tax Return with respect to any taxable period ending on or prior to the Closing Date or any Straddle Period unless (y) the Members’ Representative consen...
By the Members. The Members jointly and severally shall indemnify, defend, and hold harmless Parent and CRDE, the Company, and their respective officers, directors, employees, Affiliates, agents, successors, subsidiaries, and assigns (collectively the “Parent Group”) from and against any and all costs, losses (including diminution in value), liabilities, damages, lawsuits, deficiencies, claims, and expenses, including interest, penalties, costs of mitigation, lost profits, and other losses resulting from any shutdown or curtailment of operations, attorneys’ fees, and all amounts paid in investigation, defense, or settlement of any of the foregoing (collectively, the “Damages”), incurred in connection with, arising out of, resulting from, or incident to (i) any breach of any covenant, representation, warranty, or agreement or the inaccuracy of any representation made by any of the Members or the Company in or pursuant to this Agreement or in the other documents delivered in connection with the Contemplated Transactions; (ii) Actions or Proceedings set forth in the Disclosure Schedule or in the other documents delivered in connection with the Contemplated Transactions; (iii) Actions or Proceedings involving the Company, whether disclosed in the Disclosure Schedule or not; and (iv) the operation of the Company prior to the Closing Date, provided, however, that Parent Group may not seek indemnification for Damages (A) until Parent Group has suffered Damages by reason of all such breaches in excess of a $100,000.00 aggregate deductible, after which point the Members will be obligated only to indemnify the Parent Group from and against further such Damages and thereafter (B) to the extent the Damages that Parent Group has suffered by reason of all such breaches exceed $1,650,000.00, after which point the Members will have no obligation to indemnify Parent Group from or against further such Damages. In calculating the $100,000.00 aggregate deductible, Damages arising from or caused by any breach of the representations set forth in Sections 3.2, 3.3, 3.13, 3.23 and 5.1 and any Damages caused by or arising from the fraud, knowing misrepresentation, or misappropriation of the Company, any manager or officer thereof, or any Member will not be included in the calculation of the $100,000.00 aggregate deductible, and the Company and the Members will be required pursuant to the terms of this section to indemnify the Parent Group for the full amount of any such Damages. Notwithstanding t...
By the Members. Each Member shall indemnify, hold harmless and pay all judgments and claims against the Company and each other Member and its Affiliates relating to any liability or damage incurred from any third party claims as a result of such indemnifying Member’s willful misconduct, fraud, or breach of the terms of this Agreement.
By the Members. Each Member, severally as to himself or herself, and not jointly, represents and warrants that:
13.13.9 Such Member holds the Aligned LLC Interests that he or she owns as set forth in Section 3(a)(i), free and clear of any and all liens, claims, charges, security interests, encumbrances and restrictions.
13.13.10 Such Member has full right, power and authority to enter into this Agreement and to perform such Member’s obligations hereunder.
13.13.11 This Agreement has been duly and validly executed and delivered by such Member and constitutes the legal, valid and binding agreement of such Member, enforceable against such Member in accordance with its terms.
13.13.12 No consent of any third party is required for such Member to enter into or perform this Agreement.
13.13.13 No option, warrant, call, conversion right, contract or commitment of any kind whatsoever exists, pursuant to or as a result of which such Member may be obligated to Transfer, or may Transfer, any Subject Interests. Except for this Agreement, such Member is not a party to any, and there exists no, voting trust, voting agreement, shareholder agreement, buy-sell agreement, proxy, pledge or hypothecation agreement, or other agreement relating to or restricting the transferability of any Subject Interests owned by such Member.
13.13.14 The execution and delivery of this Agreement by such Member, and the consummation by such Member of the transactions contemplated hereby, does not and will not (1) result in the breach or violation of any of the terms or conditions of, or constitute a default under, any mortgage, indenture, lease, agreement, obligation or commitment to which such Member is a party or by which such Member or any Subject Interests is or may be bound or affected, (2) violate the articles of organization or the operating agreement of Aligned LLC, (3) violate any law, rule or regulation or any order, writ, injunction or decree of any court, administrative agency or governmental authority applicable to such Member, or (4) require notice to or the approval, consent or permission of any person.
By the Members. The Members shall jointly and severally indemnify, save and hold harmless JAMDAT, Buyer and their Affiliates and Subsidiaries and each of their respective Representatives (collectively, the “Member Indemnified Parties”), from and against any and all costs, losses, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands and expenses (whether or not arising out of third-party claims), including without limitation interest, penalties, costs of mitigation, reasonable attorneys’, accountants’ and expert witnesses’ fees and charges and all amounts paid in investigation, defense or settlement of any of the foregoing (herein, “Damages”),
By the Members. Except as otherwise provided herein, by law, or in the Articles of Organization, this Agreement may be amended or altered by vote of one or more Members holding a majority of the outstanding Units entitled to vote.
By the Members. Any amendment to this Agreement (other than an amendment permitted by Section 14.1 hereof) shall require the prior written unanimous consent of the Members.
By the Members. Each Member shall defend, indemnify and hold the other Member, its directors, officers, employees, agents and attorneys, and Affiliates (collectively, the “Indemnified Party”) harmless from and against the entire amount of any Material Loss arising from or based on a breach or failure to perform by a Member (the “Indemnifying Party”) of any representation, warranty or covenant contained in this Agreement, including without limitation:
(i) any action taken for or obligation or responsibility assumed on behalf of the Company or another Member by a Member or any of its directors, officers, employees, agents and attorneys, or Affiliates, in violation of this Agreement;
(ii) failure of a Member or its Affiliates to comply with the Area of Interest provisions of Section 3.5.4, below;
(iii) any Transfer that causes termination of the tax partnership established under this Agreement, against which the transferring Member shall indemnify the non-transferring Member as provided in this Section 3.5.2 and Exhibit E; and
(iv) failure of a Member or its Affiliates to comply with the preemptive rights provisions of Section 3.6.3.
By the Members. Each Member shall, severally but not jointly, indemnify, save and hold harmless Dynacs, each of its Subsidiaries and FX and each of their respective Representatives from and against any and all Damages (whether or not arising out of
By the Members. Any one hundred (100) Members may also nominate candidates to succeed the Directors whose terms will expire at any annual meeting by filing with the Secretary by December 31 before such annual meeting a certificate signed by each of such Members and setting forth (1) their full names and addresses, (2) the name and address of each candidate nominated to fill a Director position, (3) the name of the currently serving Director each such candidate has been nominated to replace, and (4) a signed, written acceptance of the nomination from each candidate. Each candidate nominated by the Board or the Members will run for office only against the Director whom such candidate has been nominated to replace as shown in the nominations filed with the Secretary. Each Director position shall be filled by the individual with the largest number of Member votes. An incumbent Director facing no candidate to replace such director may be automatically reelected without any further action by the Board or Members. No candidate not nominated pursuant to the procedures described in this Section 3.3(b) shall be voted upon by the Members. The names of each candidate and the Director such candidate has been nominated to replace shall be made known by the Secretary to any Member upon request.
