Common use of TRANSFER INDEMNIFICATION AND CONTRIBUTION PROVISIONS Clause in Contracts

TRANSFER INDEMNIFICATION AND CONTRIBUTION PROVISIONS. Each Member shall indemnify, defend and hold the Company and each other Member, and the shareholders, partners, employees, agents, members and Affiliates thereof, harmless from any Liabilities in any way arising from the failure of a Transfer of any interest in the Company (including any Transfer of an interest in any partners, members or shareholders of the indemnifying Member, or the partners, members or shareholders therein, and regardless of whether occurring before or after the date of this Agreement) to comply with all applicable federal and state securities laws, including all registration or qualification requirements and anti-fraud requirements, or the impact of such Transfer upon compliance of the Company and its Members with those securities laws in connection with any previous Transfer of an interest in the Company. Should the preceding indemnity be unenforceable to any extent, then, to such extent the Member otherwise required to so indemnify the Company and the other Member shall be obligated to contribute to any loss, liability, cost or expense resulting from the actions, omissions or events set forth in the above indemnification to the extent of its responsibility therefor, as determined by the trier of fact.

TRANSFER INDEMNIFICATION AND CONTRIBUTION PROVISIONS. Each Member shall indemnify, defend and hold the Company and each other Member, and the shareholders, partners, employees, agents, members and Affiliates thereof, harmless from any Liabilities in any way arising from the failure of a Transfer of any interest in the Company (including any Transfer of an interest in any partners, members or shareholders of the indemnifying Member, or the partners, members or shareholders therein, and regardless of whether occurring before or after the date of this Agreement) to comply with all applicable federal and state securities laws, including all registration or qualification requirements and anti-fraud requirements, or the impact of such [35] 40 Transfer upon compliance of the Company and its Members with those securities laws in connection with any previous Transfer of an interest in the Company. Company Should the preceding indemnity be unenforceable to any extent, then, to such extent the Member otherwise required to so indemnify the Company and the other Member shall be obligated to contribute to any loss, liability, cost or expense resulting from the actions, omissions or events set forth in the above indemnification to the extent of its responsibility therefor, as determined by the trier of fact.

TRANSFER INDEMNIFICATION AND CONTRIBUTION PROVISIONS. [35] 40 Each Member shall indemnify, defend and hold the Company and each other Member, and the shareholders, partners, employees, agents, members and Affiliates thereof, harmless from any Liabilities in any way arising from the failure of a Transfer of any interest in the Company (including any Transfer of an interest in any partners, members or shareholders of the indemnifying Member, or the partners, members or shareholders therein, and regardless of whether occurring before or after the date of this Agreement) to comply with all applicable federal and state securities laws, including all registration or qualification requirements and anti-fraud requirements, or the impact of such Transfer upon compliance of the Company and its Members with those securities laws in connection with any previous Transfer of an interest in the Company. Should the preceding indemnity be unenforceable to any extent, then, to such extent the Member otherwise required to so indemnify the Company and the other Member shall be obligated to contribute to any loss, liability, cost or expense resulting from the actions, omissions or events set forth in the above indemnification to the extent of its responsibility therefor, as determined by the trier of fact.