Indemnification by the Members. Each of the Members agrees that the various indemnifications which they have provided to Preferred, as either the managing owner or the trading manager of such Member or in a functionally equivalent capacity, as the case may be, shall be equally applicable to the component of such Member’s operations attributable to its investment in the Company. However, such investment shall in no respect increase the indemnification obligation of any Member towards Preferred or any “related or associated party.”
Indemnification by the Members. Each Member hereby agrees to indemnify and defend the Company, the other Members and each of their respective employees, agents, partners, members, shareholders, officers and directors and hold them harmless from and against any and all claims, liabilities, damages, costs and expenses (including, without limitation, court costs and attorneys' fees and expenses) suffered or incurred on account of or arising out of any breach of this Agreement by that Member.
Indemnification by the Members. Each Member shall indemnify and hold harmless the Company, the other Members and their respective Management Committee representatives and alternates and the officers of the Company (each individually, a “Member Indemnitee”) for any and all Liabilities actually and reasonably incurred by such Member Indemnitee solely as a result of the actual fraud or willful misconduct of such Member, its Management Committee representatives and alternates or any officer of the Company employed by such Member or its Affiliates.
Indemnification by the Members. Subject to the limits set forth in this Article 5, the Members and, if the transactions contemplated hereby are not consummated, the Company, and their successors and assigns shall jointly and severally indemnify, defend, reimburse and hold harmless Buyer and its Affiliates and their successors and assigns, and the officers, directors, employees and agents of any of them, from and against any and all claims, losses, damages, liabilities, obligations, assessments, penalties and interest, demands, actions and expenses, whether direct or indirect, known or unknown, absolute or contingent (including, without limitation, settlement costs and any legal, accounting and other expenses for investigating or defending any actions or threatened actions) ("LOSSES") reasonably incurred by any such indemnitee, arising out of or in connection with any of the following:
Indemnification by the Members. Each Member hereby agrees to ------------------------------ indemnify the other Members and the Company (without duplication) and their respective Affiliates, directors, officers and employees against, and agree to hold them harmless from, any and all Damages incurred or suffered by any of them as a result of claims by third parties arising out of or related in any way to (i) any misrepresentation or breach of any representation or warranty made by the Members in this LLC Agreement, and (ii) the breach or non-performance of any covenant or obligation required by this LLC Agreement to be performed or observed the Member, provided, however, that no Member shall be required to pay -------- ------- any Damages arising under clause (i) of this Section 10.5(a) unless and until the aggregate amount of such Damages attributable to such Member shall reach $25,000, at which time such Member shall become responsible for all such Damages (including the initial $25,000); and provided further, that the indemnification -------- ------- obligations of the Members hereunder shall each be limited to $1,000,000. The foregoing indemnification shall not in any manner limit a Member's legal remedies against the other Member under applicable law.
Indemnification by the Members. Subject to Sections 9.7 and 9.8, the ------------------------------ ------------ --- Members jointly and severally agree to indemnify, defend and save the CenterPoint Indemnified Parties (hereinafter defined), forever harmless from and against, and to promptly pay to a CenterPoint Indemnified Party or reimburse a CenterPoint Indemnified Party for, any and all Losses (hereinafter defined) sustained or incurred by any CenterPoint Indemnified Party resulting from, arising out of, in connection with or otherwise by virtue of:
Indemnification by the Members. (a) From and after the effectiveness of this Agreement, each Member, severally and not jointly, shall indemnify Liquid Holdings from and against, and shall compensate and reimburse Liquid Holdings for, any losses, damages, injuries, liabilities, claims, demands, settlements, judgments, awards, fines, penalties fees (including reasonable attorneys’ fees), charges, costs or expenses (“Damages”) which are suffered or incurred by Liquid Holdings, or to which Liquid Holdings may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) which arise from, or as a result of, or are connected with:
Indemnification by the Members. Each Member severally (and not jointly) shall indemnify and hold harmless the Company and each of its Affiliates, directors, officers, executives, employees, members, managers, agents and each Person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), any underwriter that facilitates the sale of Registrable Securities and any Person who controls such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the fullest extent permitted by applicable law, from and against any and all Losses to which they or any of them may become subject insofar as such Losses arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement pursuant to which Registrable Securities were registered, Prospectus, preliminary Prospectus, road show or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in the case of any Prospectus, preliminary prospectus or road show, in light of the circumstances under which they were made, to make the statements therein not misleading, to the extent, but only to the extent, that any such untrue statement or alleged untrue statement or omission or alleged omission is contained in any written information furnished to the Company by or on behalf of such Member specifically for inclusion therein; provided, however, that the maximum amount to be indemnified by such Member pursuant to this Section 10.11(b) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such Member in the registration to which such Registration Statement, Prospectus, preliminary prospectus or road show relates; provided, further, that a Member shall not be liable in any case to the extent that prior to the filing of any such Registration Statement, Prospectus, preliminary prospectus or road show or any amendment thereof or supplement thereto, each Member has furnished in writing to the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness of such Registration Statement or the use of the Prospectus, preliminary prospectus or road show, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the Com...
Indemnification by the Members. Each Member hereby agrees to indemnify the Company and each of its other Members and hold them each harmless from and against all liability, loss, cost, damage and expense (including attorneys’ fees and costs incurred in the investigation, defense and settlement of the matter) which the Company or any of such other Members shall ever sustain, suffer or incur which relate to or arise out of or in connection with a breach by the indemnifying Member of any representation, warranty or covenant made by the indemnifying Member in this Agreement or in any agreement or instrument delivered pursuant hereto. If the Company is made a party to any litigation or otherwise incurs any loss or expense as a result of or in connection with any Member’s personal obligations or liabilities unrelated to Company business, such Member shall indemnify and reimburse the Company for all such loss and expense incurred, including reasonable attorneys’ fees. The liability of any Member pursuant to this Section 11.6 may be assessed against such Member’s interest in the Company, including such Member’s right to receive Net Cash Receipts and any other distributions or payments from the Company; provided, however, the liability of a Member under this Section 11.6 shall not be enforceable against such Member personally, but shall be limited to such Member’s interest in the Company.
Indemnification by the Members. (a) Each Member agrees to, and does hereby, indemnify and hold harmless the Company and the other Member from and against any and all Losses arising out of, or based upon, the gross negligence or willful misconduct of such Member under this Agreement or such Member exceeding its authority under this Agreement.
