Common use of Certain Indemnification Clause in Contracts

Certain Indemnification. Each assigning Member, Substituted Member and each assignee of any Interest in the Company (or any portion thereof) shall indemnify and hold harmless the Company, each other Member and every shareholder, partner, officer, director, employee or Affiliate of each other Member who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of or arising from any actual or alleged misrepresentation, misstatement of facts or omission to state facts made (or omitted to be made) by such indemnifying party in connection with any Transfer of all or any part of any Interest in the Company, against expenses for which the Company or such other Person has not otherwise been reimbursed (including judgments, fines, amounts paid in settlement and reasonable attorneys’ fees and disbursements) actually and reasonably incurred by the indemnified party in connection with such action, suit or proceeding; provided, however, that the foregoing indemnification shall not be valid as to any Member who supplied the information which gave rise to any actual material misrepresentation, misstatement of facts or omission to state facts.

Certain Indemnification. Each assigning MemberLimited Partner, Substituted Member Limited Partner and each assignee of any Interest in the Company Partnership (or any portion thereof) shall indemnify and hold harmless the CompanyPartnership, the General Partner, each other Member Affiliate of the General Partner and every shareholder, partner, officer, director, employee or Affiliate of each other Member Limited Partner who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of or arising from any actual or alleged misrepresentation, misstatement of facts or omission to state facts made (or omitted to be made) by such indemnifying party in connection with any Transfer or admission of a new Partner of all or any part of any Interest in the CompanyPartnership, against all losses, liabilities or expenses for which the Company Partnership or such other Person has not otherwise been reimbursed (including attorneys’ fees, judgments, fines, fines and amounts paid in settlement and reasonable attorneys’ fees and disbursementssettlement) actually and reasonably incurred by the indemnified party in connection with such action, suit or proceeding; provided, however, that the foregoing indemnification shall not be valid as to any Member Partner who supplied the information which gave rise to any actual material misrepresentation, misstatement of facts or omission to state facts.