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).
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, gross negligence or breach of the terms of this Agreement.
By the Members. The Members shall jointly and severally indemnify, save and hold harmless Buyer and its 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’ fees and all amounts paid in investigation, defense or settlement of any of the foregoing (herein, “Damages”), incurred in connection with, arising out of, resulting from or incident to: (i) any Breach of any representation or warranty made by the Members or the Company in this Agreement and (ii) any Breach of any covenant or agreement made by the Members or the Company in this Agreement. Notwithstanding the foregoing, the obligations of each Member under Section 9.9 hereof shall be several and not joint obligations.
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. 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. To the extent provided in this ARTICLE 10, following the Closing, the Members, severally and not jointly, shall indemnify Acquiror, and its successors and assigns, and its officers, directors, employees, stockholders, agents, Affiliates (including the Company) and any Person who controls Acquiror within the meaning of the Securities Act or the Exchange Act (each, an “Indemnified Acquiror Party”) and hold each Indemnified Acquiror Party harmless from and against:
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:
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. 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. At the closing, the Members shall execute and deliver such instruments of conveyance and transfer as may be reasonably required to effect the purchase and the selling Member shall be required to execute and deliver a carbon fiber purchase agreement with the LLC pursuant to the terms and conditions of a Supply Agreement substantially in the form of Exhibit G attached hereto. The purchasing Member shall pay the purchase price in immediately available funds and the selling Member shall transfer its interest at the closing free and clear of all liens, claims and encumbrances. After a purchase pursuant to this Section 5.5, the purchasing Member and the LLC shall indemnify and hold harmless the selling Member and its officers, directors and Affiliates for any liabilities and obligations that the LLC has incurred prior to such purchase or will incur after such purchase, it being understood that the price paid by the purchasing Member shall have taken into consideration all such liabilities and obligations.