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.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Williams Partners L.P.), Purchase and Sale Agreement (Williams Partners L.P.), Limited Liability Company Agreement (Williams Partners L.P.)
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 that result solely as a result of from 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.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (DCP Midstream Partners, LP), Limited Liability Company Agreement (DCP Midstream Partners, LP)
Indemnification by the Members. Each Member shall indemnify and hold harmless the Company, the other Members and their respective Management Committee representatives 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 Representatives and alternates or any officer of the Company employed by such Member or its Affiliates.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Atlas Pipeline Partners Lp), Limited Liability Company Agreement (Atlas Pipeline Holdings, L.P.)
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 Officers (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 fraud, gross negligence or willful misconduct of of, such Member, its Management Committee representatives and alternates or any officer of the Company Officer employed by such Member or its Affiliates.
Appears in 1 contract
Indemnification by the Members. Each Member shall indemnify and hold harmless the Company, the other Members and Members, their respective Management Committee representatives and alternates and the officers of the Company Delegates (each individually, a “Member Indemnitee”) for from and against any and all Liabilities actually and reasonably incurred by such Member Indemnitee solely as a result of the actual fraud or fraud, gross negligence, willful misconduct of, or failure to comply with the terms and conditions of such Member, its Management Committee representatives and alternates or any officer of the Company employed this Agreement by such Member or its AffiliatesManagement Committee representatives.
Appears in 1 contract
Samples: Limited Liability Company Agreement (ONEOK Partners LP)
