Examples of Member Indemnified Party in a sentence
The termination of any action by judgment, order or settlement shall not, of itself, create a presumption that such Member Indemnified Party did not act in such a manner as to deny the rights of indemnification provided for herein.
All claims by a Class B Member Indemnified Party for indemnification pursuant to this Article XI resulting from breaches of representations or warranties shall be forever barred unless the Class A Member is notified on or prior to the second anniversary of the Closing Date, except that (i) (w) the representations and warranties made as a condition precedent to the Closing and set forth in Sections 3.1 (Organization, Good Standing, Etc.
The obligation of the Company to indemnify a Member Indemnified Party shall be conditioned upon the conduct of such Member Indemnified Party having been performed in good faith and in a manner reasonably believed by it to be within the scope of authority granted to it by this Operating Agreement and not constituting fraud, deceit, gross negligence, wanton or reckless misconduct or a wrongful taking by such Member Indemnified Party.
Notwithstanding any of the foregoing to the contrary, the provisions of this Section 11.2 will not be construed so as to relieve (or attempt to relieve) an Indemnified Party of any liability, to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law, but will be construed so as to effectuate the exculpation of the Member Indemnified Party to the fullest extent permitted by law.
Furthermore, no Tax Matters Member Indemnified Party will be liable, responsible or accountable in damages or otherwise to the Company or to any Member or any of their respective Affiliates or direct or indirect equityholders for any act performed or omission within the scope of the authority conferred on the Tax Matters Member by this Agreement except for the gross negligence, willful misconduct, bad faith or fraud of the Tax Matters Member in carrying out its obligations hereunder.
All claims by a Class B Member Indemnified Party for indemnification pursuant to this Article XI resulting from breaches of representations or warranties under the Contribution Agreement shall be forever barred unless the Class A Member is notified on or prior to the second anniversary of the Closing Date, except that (i) (w) the representations and warranties made as a condition precedent to the Closing and set forth in Sections 3.1 (Organization, Good Standing, Etc.
For purposes of this Article VII, the term “Indemnified Party” means a Buyer Indemnified Party or the Member Indemnified Party, as the case may be, and the term “Indemnifying Party” means the Member pursuant to Section 7.02 or Buyer pursuant to Section 7.03, as the case may be.
To the fullest extent authorized or permitted by, and in accordance with the provisions of, the Act, the Company shall pay or reimburse expenses (including attorneys’ fees) incurred by a Member Indemnified Party who is a party to a proceeding in advance of final disposition of such proceeding.
A Member Indemnified Party shall be considered to be serving an employee benefit plan at the Company’s request if its duties to the Company also impose duties on or otherwise involve services by it to the plan or to participants in or beneficiaries of the plan.
A Member Indemnified Party shall be considered to be serving an employee benefit plan at the Company’s request if its duties to the Company or any Subsidiary also impose duties on or otherwise involve services by it to the plan or to participants in or beneficiaries of the plan.