Common use of Indemnification by the Members Clause in Contracts

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:

Appears in 4 contracts

Samples: Securities Purchase Agreement (Eps Solutions Corp), Securities Purchase Agreement (Eps Solutions Corp), Securities Purchase Agreement (Eps Solutions Corp)

AutoNDA by SimpleDocs

Indemnification by the Members. Subject to the limits set forth in this Article 56, the Members and, if the transactions contemplated hereby are Option has not consummatedbeen exercised, 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) ("LOSSESLosses") reasonably incurred by any such indemnitee, arising out of or in connection with any of the following:

Appears in 1 contract

Samples: Agreement (Eps Solutions Corp)

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) ("LOSSESLosses") reasonably incurred by any such indemnitee, arising out of or in connection with any of the following:

Appears in 1 contract

Samples: Securities Purchase Agreement (Eps Solutions Corp)

AutoNDA by SimpleDocs

Indemnification by the Members. 37 44 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:

Appears in 1 contract

Samples: Securities Purchase Agreement (Eps Solutions Corp)

Time is Money Join Law Insider Premium to draft better contracts faster.