Common use of RESPONSIBILITY OF MEMBERS Clause in Contracts

RESPONSIBILITY OF MEMBERS. (a) Except for Project costs previously incurred by a Member which are reflected in the Development Budget, the Company and each Member shall not be responsible or liable for any responsibility, indebtedness, or other obligation of any other Member incurred prior to, on the date of or after the execution of this Agreement, except for those which are undertaken or incurred on behalf of the Company and/or the Partnership after the date of this Agreement under or pursuant to the terms of this Agreement, or assumed in writing by both Members, and each Member hereby indemnifies and agrees to hold the other Member, and the Company and the Partnership harmless from all such obligations and indebtedness except as aforesaid. (b) Each Member will notify the other Member as quickly as reasonably possible upon receipt of any notice, (i) of the filing of any action in law or in equity naming the Company, the Partnership, or any Member as a party relating in any way to the business of the Company or the Partnership; (ii) of any actions to impose liens of any kind whatsoever or of the imposition of any lien whatsoever against the Company, the Partnership or their assets, including the Project; (iii) of any casualty, damage or injury to persons or property on or related to the Project; or (iv) of the default by the Company of any of its material obligations to creditors or other third parties. Each Member will endeavor to notify the other Member verbally promptly upon learning of any of the foregoing actions, or the threat thereof, which, in such Member's judgment, is material to the Company or the other Member.

RESPONSIBILITY OF MEMBERS. (a) Except for Project costs previously incurred Neither the Company, nor any Member merely by virtue of its being or becoming a Member which are reflected in the Development BudgetCompany, the Company and each Member shall not be responsible or liable for any responsibility, indebtedness, indebtedness or other obligation of any other Member Member, whether incurred prior to, on the date of or after the execution of this Agreement, except that the Company shall be responsible for those which are responsibilities, indebtedness and other obligations undertaken or incurred on behalf of the Company and/or the Partnership after the date of this Agreement under or pursuant to the terms of this Agreement, or assumed in writing by both Members, and each Member hereby indemnifies and agrees to defend and hold the other Member, Member and the Company and the Partnership harmless from all such obligations and indebtedness except as aforesaid. (b) Each Member will notify the other Member Member, in writing, as quickly as reasonably possible upon receipt of any notice, notice of (i) of the filing of any action in at law or in equity naming the Company, Company or the Partnership, or any other Member as a party relating in any way to the business of the Company or the PartnershipCompany; (ii) of any actions action to impose liens a lien of any kind whatsoever or of the imposition of any lien whatsoever against the Company, the Partnership Company or their its assets, including the ProjectProperty; (iii) of any casualty, damage or injury to persons or property on or related to the ProjectProperty; or (iv) of the a default by the Company of in any of its material obligations to creditors or other third parties; or (v) a default under any material agreements. Each Member will endeavor to notify the other Member verbally promptly promptly, either in writing, if practicable, and/or orally, upon learning of any of the foregoing actions, or the threat thereof, which, in such Member's judgment, is material to the Company or the other Member.