Basic Indemnity. (a) The Company shall indemnify the Indemnitee if the Indemnitee is or was a witness or a party to or is threatened to be made a party to or is otherwise involved in any Proceeding brought by any person or entity to the fullest extent permitted by law as soon as practicable, but in any event no later than ten (10) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid or owing in settlement (including all interest assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding.
(b) Notwithstanding anything in this Agreement to the contrary, (i) the obligations of the Company under Section 3(a) shall be subject to the condition that the Reviewing Party shall not have determined in a writing stating the reasons therefor that Indemnitee would not be permitted to be indemnified under applicable law and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 6 shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such reasonable amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed).
(c) If the Reviewing Party determines that Indemnitee would not be permitted to be indemnified in whole or in part under applicable law (such determination to be made by the Reviewing Party independent of any position of the Company on any aspect of the indemnification including but not limited to the appropriateness of the amount of any settlement), Indemnitee shall have the right to commence litigation in any court, having subject matter jurisdiction thereof, and in which venue is proper, seeking an initia...
Basic Indemnity. 1. To the fullest extent permitted by applicable law, Subrecipient agrees to indemnify, hold harmless and defend the County of Riverside, its Agencies, Districts, Departments and Special Districts, Board of Supervisors, elected and appointed officials, and each of their respective directors, members officers, employees, agents, volunteers and representatives ("Indemnitees") and each of them from any and all Losses that arise out of or relate to any act or omission constituting ordinary and not professional negligence (including, without limitation, negligent breach of contract), recklessness, or willful misconduct on the part of Subrecipient or its subconsultants or their respective employees, agents, representatives, or independent contractors.
Basic Indemnity. The Corporation hereby indemnifies Indemnitee, whether or not he is then in office, to the fullest extent permitted by the provisions of Section 2-418 of the MGCL or any amendment thereof or by any other statute permitting such indemnification that is adopted after the date hereof.
Basic Indemnity. Each of AJI and Ask Jeeves, jointly and severally, shall indemnify and hold the KK harmless from and against any and all liabilities, claims, losses, costs and expenses, including without limitation reasonable attorneys' fees which the KK or its affiliates or licensees may incur as a result of any third party claims in any form arising from, relating to or in connection with any AJ Assets or from any breach by Ask Jeeves or AJI of Section 10 ("Warranties and Representations of AJ") including in the event of any instance or finding of infringement as recited in Section 10(e) above. For the avoidance of doubt, the foregoing indemnity shall apply if as a direct result of any such instance or finding of AJI or Ask Jeeves' infringement the KK is also held by a court of competent jurisdiction to have infringed upon any third party's Intellectual Property Rights (whether in an action brought by such third party or by a Corporate Customer of the KK).
Basic Indemnity. To the fullest extent permitted by Applicable Law, CONSULTANT agrees to defend (through legal counsel reasonably acceptable to County), indemnify, and hold harmless County of Riverside, its Agencies, Districts, Departments and Special Districts, Board of Supervisors, elected and appointed officials, and each of their respective directors, members, officers, employees, agents, representatives and volunteers ("Indemnitee(s)"), and each of them, from any and all Losses that arise out of or relate to any act or omission constituting ordinary and not professional negligence (including, without limitation, negligent breach of contract), recklessness, or willful misconduct on the part of CONSULTANT or its Subconsultants, or their respective employees, agents, representatives, or independent contractors.
Basic Indemnity. Subject to the exclusions in Section 6, Bancorp hereby agrees to hold harmless and indemnify Director and the estate or personal representative of Director to the full extent authorized or permitted by (i) the Act or any other applicable law or Bancorp's articles of incorporation or bylaws as in effect on the date hereof, or (ii) by any amendment thereof or other statutory provisions authorizing or permitting such indemnification adopted after the date hereof.
Basic Indemnity. The Trust hereby indemnifies Indemnitee, whether or not he is then an officer, to the fullest extent permitted by the provisions of Section 2-418 of the MGCL or any amendment thereof or by any other statute permitting such indemnification that is adopted after the date hereof.
Basic Indemnity. Subject to the exclusions in Section 6, the Company hereby agrees to hold harmless and indemnify Director and the estate or personal representative of Director from and against all Liability and Expenses actually and necessarily incurred by Director in any threatened, pending, or completed actions, suits, or proceedings, whether civil, criminal, administrative, or investigative, involving Director by reason of the fact that he or she is or was a director or agent of the Company and/or any of the Company's subsidiaries to the broadest and maximum extent permitted by Oregon law.
Basic Indemnity. To the fullest extent permitted by Applicable Laws, Architect agrees to defend (through legal counsel reasonably acceptable to County), indemnify, and hold harmless County, Board of Supervisors, and each of their respective members, officers, employees, agents, and volunteers ("Indemnitee(s)"), and each of them, from any and all Losses that arise out of or relate to any act or omission constituting ordinary and not professional negligence (including, without limitation, negligent breach of contract), recklessness, or willful misconduct on the part of Architect or its Subconsultants, or their respective employees, agents, representatives, or independent contractors. The Indemnitees shall be entitled to the defense and indemnification provided for hereunder regardless of whether the Loss is in part caused or contributed to by the acts or omissions of an Indemnitee or any other person or entity; provided, however, that nothing contained herein shall be construed as obligating Architect to indemnify and hold harmless any Indemnitee to the extent not required under the provisions of Paragraph 9.1.3, below.
Basic Indemnity. The KK shall indemnify and hold AJI and its licensors harmless from and against any and all liabilities, claims, losses, costs and expenses, including without limitation reasonable attorneys' fees which AJI, its affiliates or their licensors may incur as a result of any third party claims in any form arising from, relating to or in connection with (A) any KK Content, services related to the AJ Assets offered by the KK (including, without limitation, any acts or omissions relating to the KK's sales practices), or (B) from the KK's use of any AJ Xxxx or Logo other than in accordance with this Agreement, or (C) from any breach by the KK of Section 5(i) ("Compliance with Laws"), Section 5(j) ("Content Standards") or Section 11 ("Warranties and Representations of the KK"). [*] Indicates that certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
