Board Indemnification. The Association will indemnify and hold harmless the Board and assume and discharge the full and complete liability of the Board arising out of, or in connection with, the administration of the Master Sick Bank, by their duly designated Sick Bank Committee as well as any and all claims for payment of compensation involving litigation or proceedings brought against the Board, by any secretary or group of secretaries who had sick days transferred from their current allowance(s), or were the recipient(s) of, or were denied, an award of sick days from the Master Sick Bank.
Board Indemnification. In the event of any legal action against the employer brought in a court or administrative agency because of its compliance with this Article, the Association agrees to defend such action, at its own expense and through its own counsel, provided:
(a) Within three (3) days, the employer gives notice of such action in writing to the Association, and permits the Association intervention as a party if it so desires, and
(b) The employer cooperates with the Association and its counsel in securing and giving evidence, obtaining witnesses and making relevant information available at both trial and all appellate levels. The Association agrees that in any action so defended, it will indemnify and hold harmless the employer from any liability for damages and costs imposed by a final judgment of a court or administrative agency as a direct consequence of the employer's compliance with this Article. It is expressly understood that this hold harmless provision is between the Association, not IEA or NEA, and the Board. This hold harmless provision will not apply to any claim, demand, suit or other form of liability which may arise as a result of any type of willful misconduct by the Employer with respect to the obligations imposed upon it by this Article.
Board Indemnification. The Association will indemnify and hold harmless the Board and/or its agents and assume and discharge the full and complete liability of the Board and/or its agents arising out of, or in connection with, the compliance of this Section as well as any and all claims for payment of compensation involving litigation and proceedings brought against the Board and/or its agents by any teacher or group of teachers deprived of employment through compliance with the provision of this Section.
Board Indemnification. (a) To the extent authorized under the Constitution and laws of the State of Texas, Board shall hold harmless and indemnify Licensee, its officers, employees, agents and representatives, from and against any Losses related to University’s obligation to pay royalties to Monsanto under the Monsanto Agreement occurring or existing at any time before or on the date that Monsanto assigns its joint ownership interest in the Patent Rights to Licensee under Section 6.2(b) hereof. Board’s aggregate liability under this Section 11.2(a) shall not exceed the amounts paid by Licensee to Board under Section 6.1(a) and 6.1(b) hereof during the one-year period preceding the date of the event that gave rise to such liability.
(b) To the extent authorized under the Constitution and laws of the State of Texas, Board shall hold harmless and indemnify Licensee, its officers, employees, agents and representatives from and against any Losses caused by, or arising out of, or resulting ****Text has been omitted pursuant to a confidentiality request. Omitted text has been filed with the Securities and Exchange Commission. from any breach, amendment, termination or other modification of the Monsanto Agreement by Board, including any termination of the Monsanto Agreement arising from any failure to pay royalties thereunder, except to the extent such Losses arise from the negligent acts or omissions of any Licensee.
(c) Board shall, to the extent authorized under the Constitution and laws of the State of Texas, indemnify and hold Licensee harmless from any Losses resulting from the negligent acts or omissions of Board, its agents or employees pertaining to the activities to be carried out pursuant to this Agreement; provided, that (i) Board shall not hold Licensee harmless from claims arising out of the negligent acts or omissions, or willful malfeasance of Licensee, its officers, agents, or employees, or any person or entity not subject to the University’s supervision or control and (ii) Board shall not be liable for any type of indirect, special, consequential, exemplary or punitive damages (including, without limitation, damages for loss of profits or expected savings) whatsoever arising out of or in connection with this Agreement or its subject matter or the Monsanto Agreement, regardless of whether Board knows or should know of the possibility of such damages.
Board Indemnification. The Association agrees to indemnify the Board for any cost or liability, including punitive damages, incurred as a result of the implementation and enforcement of this provision provided that:
1. The Association shall use their counsel to defend the Board. The Board shall give a ten (10) day written notice of any claim made or action filed against the Board by a non-member for which indemnification may be claimed.
2. The Board agrees to:
a. Give full and complete cooperation and assistance to the Association at all levels of the proceeding;
b. Permit the Association or its affiliates to intervene as a party if it so desires; and
c. To not oppose the Association or its affiliates' application to file briefs Amicus Curiae in the action.
3. The Board acted in good faith compliance with the fair share fee provision of this Agreement; however, there shall be no indemnification of the Board if the Board intentionally or willfully fails to apply (except due to court order) or misapplies such fair share fee provision herein.
Board Indemnification. It is agreed that the Association shall indemnify and hold harmless the District, the District’s Governing Board, its members, and each member of management, against any and all claims, demands or suits or any other action arising from the Organizational Security provisions contained herein including payment to the District of any and all attorneys‘ fees, other defense costs, and monetary awards and judgments which arise out of or relate to the District’s compliance with the provisions of this Article.
Board Indemnification. The Union will indemnify and hold harmless the Board, assuming and discharging the full and complete liability of the Board arising out of, or in connection with, the Administration of the Master Sick Bank by the Master Sick Bank Committee. The Board will not be held liable for any claims for payment of compensation resulting from litigation or proceedings brought against the Board by any member due to the transfer, receipt, or denial of days in association with the Master Sick Bank.
Board Indemnification. The Company shall enter into an indemnification agreement with each director serving on the Board of Directors of the Company, in form and substance as attached as Exhibit G of the Series B Purchase Agreement or as otherwise Approved by the Series B Holders, providing for the indemnification of such director by the Company to the fullest extent allowed under applicable law (as it presently exists or may hereafter be amended) with respect to all liability and loss suffered and expenses (including attorneys’ fees) incurred by such director by reason of the fact that he or she is a director of the Group Company.
Board Indemnification. Subject to Section 10.3, Alto agrees to hold harmless, defend and indemnify Board, the university system it governs, its member institutions including but not limited to UTSW, its Regents, officers, employees, students and agents (“Board Indemnified Parties”) from and against any liabilities, damages, causes of action, suits, judgments, liens, penalties, fines, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees and other expenses of litigation) (collectively “Board Liabilities”) resulting from claims or demands brought by third parties against a Board Indemnified Party on account of any injury or death of persons, damage to property, or any other damage or loss arising out of or in connection with the Agreement or the exercise or practice by or under authority of Alto, its Affiliates or their Sublicensees, or third party wholesalers or distributors, or physicians, hospitals or other healthcare providers who purchase a Licensed Product, of the rights granted hereunder.
Board Indemnification. The Union will indemnify and hold harmless the Board and assume and discharge the full and complete liability of the Board arising out of, or in connection with, the Administration of the UAW Master Sick Bank, by their duly designated Sick Bank Committee as well as any and all claims for payment of the compensation involving litigation or proceedings brought against the Board, by any member who had sick days transferred from their current allowances(s) or were the recipient(s) of, or were denied, an award of sick days from the UAW Sick Bank.
