Disputes and Indemnification Sample Clauses
Disputes and Indemnification. (a) Any dispute or controversy arising under, out of, in connection with or in relation to this Agreement shall, at the election and upon written demand of any party to this Agreement, be finally determined and settled by arbitration in the City of New York, New York in accordance with the rules and procedures of the American Arbitration Association, and judgment upon the award may be entered in any court having jurisdiction thereof.
(b) The Partnership and/or the Company shall promptly pay pursuant to Section 7(e) as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Partnership, the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement.
(c) The Company and the Partnership agree that if the Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the fact that he is or was a director, officer or employee of the Company or the Partnership or is or was serving at the request of the Company or the Partnership as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is the Executive's alleged action in an official capacity while serving as a director, officer, member, employee or agent, the Executive shall be indemnified and held harmless by the Company and the Partnership to the fullest extent legally permitted, against all cost, expense, liability and loss (including, without limitation, attorney's fees, judgements, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if he has ceased to be a director, officer, member, employee or agent of the Company or the Partnership or other entity and shall inure to the benefit of Executive's heirs, executors and administrators. The Company and/or the Partnership shall advance to the Executive all reasonable costs and expenses incurred by him in connection with a Proceeding within 20 days after receipt by them of a written request for such advance. Such...
Disputes and Indemnification. 8.1. In the event a dispute arises out of the performance of this Agreement, either party shall, as soon as a conflict is identified, submit a written statement of the conflict to the other party. Within five (5) working days of receipt of such a statement of conflict, the second party will respond and a meeting will be arranged not more than five
Disputes and Indemnification. 8.1. In the event a dispute arises out of the performance of this Agreement, either party shall, as soon as a conflict is identified, submit a written statement of the conflict to the other party. Within five (5) working days of receipt of such a statement of conflict, the second party will respond and a meeting will be arranged not more than five (5) working days thereafter to arrive at a negotiated settlement or procedure for settlement. If, within twenty (20) working days from the initial filing of a statement of conflict an agreement cannot be reached, the parties agree to submit the matter to non-binding mediation. If meditation is unsuccessful, it is agreed that the dispute may be resolved in a court of law competent to hear this matter. This Agreement shall be construed in accord with California law. The prevailing party shall be awarded costs of suit and attorneys' fees.
8.2. Notwithstanding any other provision of this Agreement, each party shall indemnify, defend, protect, hold harmless, and release the other, any parent or affiliate, and their respective officers, agents, and employees, from and against any and all claims losses, proceedings, damages, causes of action, liability, costs, or expense (including attorney's fees and witness costs) arising from or in connection with, or caused by any negligent act or omission or willful misconduct of such indemnifying party. This indemnification obligation shall not by limited in any way by any limitation on the amount or type of damages or compensation payable to or for the indemnifying party under workers' compensation acts, disability benefit acts, or other employee benefit acts.
8.3. This Agreement shall be construed in accord with California law without reference to conflicts of laws principles.
8.4. The prevailing party shall be awarded costs of suit and attorneys' fees.
Disputes and Indemnification. (a) Any dispute or controversy arising under, out of, in connection with or in relation to this Agreement shall, at the election and upon written demand of any party to this Agreement, be finally determined and settled by arbitration in the City of Greensboro, North Carolina in accordance with the Commercial Arbitration rules and procedures of the American Arbitration Association, and judgment upon the award may be entered in any court having jurisdiction thereof.
(b) The Partnership and/or the Company shall promptly pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Partnership, the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement.
(c) The Company and the Partnership agree that if the Executive is made a party, or is threatened to be made a party (including as a witness), to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he is or was a director, trustee, officer or employee of the Company or the Partnership or is or was serving at the request of the Company or the Partnership as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is the Executive’s alleged action in an official capacity while serving as a director, trustee, officer, member, employee or agent, the Executive shall be indemnified and held harmless by the Company and the Partnership to the fullest extent legally permitted, against all cost, expense, liability and loss (including, without limitation, attorney’s fees (including those incurred to enforce the Executive’s rights under this Section 11), judgements, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if he has ceased to be a director, trustee, officer, member, employee or agent of the Company or the Partnership or other entity and shall inure to the benefit of Executive’s heirs, executors and administrators. The Company and/or the Partnership shall advance to the Executive all reasonable costs ...
Disputes and Indemnification. In the event we are required to respond to a subpoena, court order, or other legal process for the production of documents and/or testimony relative to information we obtained and/or prepared during the course of this engagement, you agree to compensate us at our standard hourly rates then existing for the time we expend in connection with such response, and to reimburse us for all of our out-of-pocket costs incurred in that regard. In the event that we are or may be obligated to pay as a result of this engagement, any cost, settlement, judgment, fine, penalty, or similar award or sanction as a result of a claim, investigation, or other proceeding instituted by any third party, you agree to indemnify us, defend us, and hold us harmless as against such obligation. In no event shall ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, LLC or any of its personnel be liable for consequential, special, indirect, incidental, punitive or exemplary damages, costs, expenses, or losses (including, without limitation, lost profits, taxes, interest, tax penalties, savings or business opportunity costs). The provisions of this paragraph shall apply regardless of the form of action, damage, claim, liability, cost, expense, or loss, whether in contract, statute, tort, or otherwise. You must obtain our prior written permission before releasing a copy of our analysis to anyone other than the intended recipients. Our analysis may be submitted to court in the form of a signed declaration or as otherwise provided to you by us. If a copy of our analysis is distributed by you to any person or entity other than the intended recipients without having first obtained our prior written permission to do so, you hereby agree to indemnify and hold us harmless from and against any and all claims or causes of action for damages or loss against us by any such person or entity as a result of said person’s alleged reliance on said analysis. Any controversy or claim arising out of or relating to services covered by this letter or hereafter provided by us for Big Star or at its request (including any such matter involving any parent, subsidiary, affiliate, successor in interest, or agent of Shelby County or of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, LLC, or involving any person or entity for whose benefit the services in question are or were provided), shall be submitted first to voluntary mediation, and if mediation is not successful, then to binding arbitration, in accordance with the dispute resolution procedures set forth in...
Disputes and Indemnification. A. The Plan Sponsor and the Plan Administrator agree to indemnify the Company and hold it harmless:
1. From any and all claims, suits, interest, and expenses, including attorneys' fees and court costs, the Company may become liable for or shall pay upon or in consequence of any liability for premium taxes or other taxes by whatever name called similar to or in lieu of premium taxes, or other taxes, including penalties and interest, arising out of the performance by the Company of its services under this Agreement except as provided in Section XI.(B) hereof; and
2. Against any and all losses, damages, and/or expenses, including but not limited to attorneys' fees and court costs, resulting from or arising out of claims, demands, suits, or actions brought against the Company related to the Plan and/or arising out of or related to the performance of services by any party under this Agreement to recover benefit payments described by the Plan or as a result of any decision by the Plan Administrator to limit or exclude benefits under the Benefit Plan to the extent that such limitation or exclusion of benefits is ever alleged or determined to violate any state or federal law.
B. The Company agrees to hold the Plan Sponsor and the Plan Administrator harmless against any and all loss, damage, and/or expenses under this Agreement resulting from dishonest, fraudulent, or criminal acts of the Company's employees acting within the scope of their employment, provided the claim for benefits is not otherwise payable under the Plan.
C. Legal or extraordinary benefit matters shall be referred by the Company to the Plan Administrator. Where the Company is not a party to such matters, the decision to defend a legal action or a suit in equity on a claim under the terms of the Plan for benefits or otherwise, except as provided in Section XI.(B) above, shall be the responsibility of the Plan Sponsor and/or the Plan Administrator. Notwithstanding the above, if litigation is filed naming the Company as a defendant, the Company will have the right to manage the litigation and determine whether to pay, compromise, litigate, or appeal the litigation and submit all defense costs incurred to the Plan Sponsor and/or the Plan Administrator for reimbursement in accordance with Section XI.(A) of this Agreement. If the Company agrees to pay or compromise such litigation, the Plan Sponsor and/or the Plan Administrator may not seek contribution or indemnity for any additional loss, damage, and...
Disputes and Indemnification. (a) Any action for injunctive relief hereof shall be settled exclusively by a state or federal court located in City of Greensboro, North Carolina. Except as otherwise provided herein, any other dispute or controversy arising under, out of, in connection with or in relation to this Agreement shall, first be addressed through good-faith negotiation between the Company and the Executive, and, if such good faith negotiation does not result in resolution of the dispute within 45 days after written notice of the dispute by one party to the other, then next (if agreed to by the parties) be addressed through a voluntary mediation paid for by Company and administered by a mediator approved by the Company and the Executive and scheduled within 45 days after the failure of the good faith negotiation, and next if still not resolved, at the election and upon written demand of any party to this Agreement, be finally determined and settled by arbitration in the City of Greensboro, North Carolina. Arbitration proceedings shall be conducted under the auspices of JAMS (formerly Judicial Arbitration and Mediation Services). The dispute shall be referred to a panel of three neutral arbitrators (the "Panel"). Each arbitrator shall be a former federal judge. Each party to the dispute or claim shall appoint one arbitrator, and the two arbitrators so appointed shall then appoint an impartial third arbitrator before proceeding. Should the initial two arbitrators fail to choose a third arbitrator within ten business days of the appointment of the second arbitrator, each of the initial two arbitrators shall propose the names of three impartial arbitrators, of whom the other shall strike two, and the decision shall be made from the remaining two by drawing lots. The Panel shall consider all factual and legal issues. The decision of the majority of the Panel shall be final and binding upon the parties hereto. Any decision by an arbitrator or Panel hereunder may not be appealed to any court or other forum, except to the extent otherwise provided by the applicable law. Nothing herein shall prohibit either party hereto from seeking a temporary restraining order, preliminary injunction or other provisional relief, if in its judgment, such action is necessary to avoid irreparable damage or to preserve the status quo. The arbitrators shall apply applicable law and may not limit, expand, or otherwise modify the terms of this Agreement. The arbitrators have no authority to award punitive dam...
Disputes and Indemnification