Common use of Indemnification by the Members Clause in Contracts

Indemnification by the Members. The Members, severally (and not jointly and severally), shall indemnify, defend and hold harmless Sub, Broadband and the Parent, and each of their respective affiliates (collectively, the "Buyer Indemnified Parties"), from and against any and all losses, costs, damages, and expenses (including reasonable attorneys' fees), arising from or relating to: (i) Any breach of any representation or warranty, or any misrepresentation or alleged misrepresentation, by the Company, the Members or any Member under this Agreement, (ii) any breach of any covenant or agreement of the Company, the Members or any Member under this Agreement, or (iii) any liabilities of the Company relating to the period prior to the Closing (except for liabilities specifically reflected in the Financial Statements); and (b) Any and all actions, suits, proceedings, demands, assessments, judgments, costs and expenses, including reasonable attorneys' fees, incident to any of the foregoing. (c) The Members shall not be liable for any claims under this Section 5.13 arising out of a breach of representation or warranty (other than the representations and warranties contained in any Excluded Section (as such term is define hereinafter)) until the aggregate amount due in respect of such claims exceeds $25,000. If such aggregate amount exceeds $25,000, then the Members shall be liable for the entire amount of such claims and not merely the amount exceeding $25,000. The obligation of the Members to indemnify the Buyer Indemnified Parties shall not be limited. For purposes of this paragraph, to the extent any claim may reasonably be deemed to fall under or relate to a breach of a representation or warranty under an Excluded Section and could also be deemed to fall under another section of this Agreement, such claim shall be deemed to fall under such Excluded Section.

Indemnification by the Members. The Members, severally (and not jointly and severally), Members shall indemnify, defend and hold harmless Subeach of the Company, Broadband and the Parent, any subsidiary or affiliate thereof and each person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing, an officer, director or partner of the Company, any subsidiary or affiliate thereof or an employee of the Company, any subsidiary or affiliate thereof and their respective affiliates heirs, legal representatives, successors and assigns (collectively, the "Buyer “Company Indemnified Parties"), from and ”) against any and all losses, costsclaims, damages, and costs, expenses (including reasonable attorneys' ’ fees), liabilities or judgments or amounts that are paid in settlement of or in connection with any threatened or actual claim, action, suit, proceeding or investigation based in whole or in part on or arising from in whole or relating to: in part out of (i) Any any breach of this Agreement by the Members or affiliate thereof, including but not limited to failure of any representation or warrantywarranty to be true and correct at or before the Closing, or any misrepresentation or alleged misrepresentation, by the Company, the Members or any Member under this Agreement, (ii) any breach act, omission or conduct of any covenant officer, director or agreement agent of any Member or affiliate thereof prior to the CompanyClosing, whether asserted or claimed prior to, at or after, the Members or any Member under this AgreementClosing, or (iii) relating to the consummation of the transactions contemplated herein, and any liabilities action taken in connection therewith (the “Company Indemnified Liabilities”). Any Company Indemnified Party wishing to claim indemnification under this Section 4.2, upon learning of any such claim, action, suit, proceeding or investigation, shall notify the Members, but the failure so to notify shall not relieve the Members from any liability that they may have under this Section 4.2, except to the extent that such failure would materially prejudice the right of the Members. The Company Indemnified Parties shall be prohibited from seeking indemnity from the Members or Far Rockaway until (i) the losses of the Company relating to Indemnified Parties on an individual claim exceeds Fifty Thousand ($50,000.00) Dollars or (ii) the period prior to the Closing (except for liabilities specifically reflected in the Financial Statements); and (b) Any and all actions, suits, proceedings, demands, assessments, judgments, costs and expenses, including reasonable attorneys' fees, incident to any aggregate losses of the foregoing. Company Indemnified Parties exceeds One Hundred and Fifty Hundred Thousand (c$150,000.00) Dollars (the “Deductible Amount”). The Members shall not be liable for any claims Company Indemnified Parties may only seek indemnity under this Section 5.13 arising out of a breach of representation 4.2 this Agreement and any action or warranty (other than the representations and warranties contained in any Excluded Section (as such term is define hereinafter)) until the aggregate amount due in respect of such claims exceeds $25,000. If such aggregate amount exceeds $25,000, then transaction contemplated by this Agreement from the Members shall be liable or Far Rockaway for the entire amount of such claims and not merely the amount exceeding $25,000. The obligation losses in excess of the Deductible Amount. Notwithstanding the foregoing, the Members aggregate liability pursuant to indemnify this Section 4.2, this Agreement, and any action or transaction contemplated by this Agreement to any and all of the Buyer Company Indemnified Parties shall not be limited. For purposes of this paragraph, to exceed the extent any claim may reasonably be deemed to fall under or relate to a breach of a representation or warranty under an Excluded Section and could also be deemed to fall under another section of this Agreement, such claim shall be deemed to fall under such Excluded SectionPurchase Price.