Common use of Indemnification by the Members Clause in Contracts

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 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, in any agreement or instrument delivered pursuant hereto, on any other agreement with the Company. 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 11.5 may be assessed against such Member’s interest in the Company, including the right to receive any distributions of Net Cash Receipts; provided, however, the liability of a Member under this Section 11.5 shall not be limited to such Member’s interest in the Company but shall also be enforceable against such Member personally.

Appears in 2 contracts

Samples: Operating Agreement, Operating Agreement (Gallagher Arthur J & Co)

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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 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, Agreement or in any agreement or instrument delivered pursuant hereto, on any other agreement with the Company. 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 11.5 11.6 may be assessed against such Member’s interest in the Company, including the such Member’s right to receive any distributions of Net Cash ReceiptsReceipts and any other distributions or payments from the Company; provided, however, the liability of a Member under this Section 11.5 11.6 shall not be enforceable against such Member personally, but shall be limited to such Member’s interest in the Company but shall also be enforceable against such Member personallyCompany.

Appears in 1 contract

Samples: Operating Agreement (Sidoti & Company, Inc.)

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, Agreement or in any agreement or instrument delivered pursuant hereto, on any other agreement with the Company. 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 11.5 11.6 may be assessed against such Member’s interest in the Company, including the such Member’s right to receive any distributions of Net Cash ReceiptsReceipts and any other distributions or payments from the Company; provided, however, the liability of a Member under this Section 11.5 11.6 shall not be enforceable against such Member personally, but shall be limited to such Member’s interest in the Company but shall also be enforceable against such Member personallyCompany.

Appears in 1 contract

Samples: Operating Agreement (Sidoti & Company, Inc.)

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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 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, Agreement or in any agreement or instrument delivered pursuant hereto, on any other agreement with the Company. 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 11.5 may be assessed against such Member’s interest in the Company, including the right to receive any distributions of Net Cash Receipts; provided, however, the liability of a Member under this Section 11.5 shall not be limited to such Member’s interest in the Company but shall also be enforceable against such Member personally.

Appears in 1 contract

Samples: Operating Agreement (Gallagher Arthur J & Co)

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