Common use of Disputes and Indemnification Clause in Contracts

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 request shall include an undertaking by the Executive to repay the amount of such advance, without interest, if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses.

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 YorkGreensboro, New York North Carolina 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 request shall include an undertaking by the Executive to repay the amount of such advance, without interest, if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses.

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 YorkGreensboro, New York North Carolina 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 ’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 ’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 ’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 request shall include an undertaking by the Executive to repay the amount of such advance, without interest, if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses.

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 ’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 ’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 ’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 request shall include an undertaking by the Executive to repay the amount of such advance, without interest, if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses.

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 YorkGreensboro, New York North Carolina 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 Executiveshall 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 thebenefit 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 witha Proceeding within 20 days after receipt by them of a written request for such advance. Such request shall include an undertaking by the Executive to repay the amount of such advance, without interestwithoutinterest, if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses.

Disputes and Indemnification. (a) Any dispute The Employer agrees to indemnify and hold harmless the Company from any and all liability, loss, damages, fines, penalties and costs, including but not limited to, expenses and reasonable attorneys' fees, which the Company shall sustain arising out of or controversy arising under, out of, in connection with (1) any gross negligence or in relation material breach of the Agreement on the part of the Employer, (2) any determination by the Employer regarding the eligibility for coverage under a Policy or a Non-MP Policy of an Employee or Employee's dependent, (3) any direction of the Employer to this Agreement shallthe Company, at (4) the election and upon written demand offering or termination of the Policies or Non-MP Policies, or the manner of the offering or termination of the Policies or Non-MP Policies, to Clients, or (5) the release or use by Employer of any party information obtained from the Company pursuant to this Agreementsection 5(a), be finally unless the parties agree or it is determined and settled in a final non-appealable decision by arbitration in the City of New York, New York in accordance with the rules and procedures a court or regulatory agency having jurisdiction of the American Arbitration Association, and judgment upon matter that the award may be entered in any court having jurisdiction thereofliability therefore was the direct consequence of criminal conduct or fraud on the part of the Company or negligence or a material breach of the Agreement on the part of the Company. (b) The Partnership Company agrees to indemnify and hold harmless the Employer and/or the Plan from any and all liability, loss, damages, fines, penalties and costs, including but not limited to, expenses and reasonable attorneys' fees, that the Employer or Plan shall sustain arising out of or in connection with gross negligence or material breach of the Agreement on the part of the Company or any direction of the Company to the Employer, unless the parties agree or it is determined in a final non-appealable decision by a court or regulatory agency having jurisdiction of the matter that the liability therefore was the direct consequence of criminal conduct or fraud on the part of the Employer or negligence or a material breach of the Agreement by the Employer. The Company shall promptly pay not indemnify or hold harmless the Employer or the Plan for any losses arising out of Overpayments. If Health Benefits are required to be paid pursuant to Section 7(e) any judgment in favor of the plaintiff or a settlement with the plaintiff or the order of a regulatory agency having jurisdiction of the matter and such judgment or settlement is final or payable during the term of the Agreement, any portion of such judgment or settlement attributable to Health Benefits shall be treated as incurred, a claim for Health Benefits at the time that the judgment or settlement is final and shall be paid by the Company to the full same extent permitted by law, all legal fees and expenses which as any other claim for Health Benefits under the Executive may reasonably incur as a result provisions of any contest (regardless section 5 of the outcome thereof) by the Partnership, the Company, the Executive or others Agreement and section 2 of the validity or enforceability of, or liability under, any provision of this MP Financial Agreement. (c) The Company and the Partnership agree Employer shall promptly advise each other as to matters which come to their respective attentions involving potential legal actions or regulatory enforcement activity which involve the Plan or are related to the activities of either party with respect to the Plan or the Agreement and shall promptly advise each other of legal actions or administrative proceedings which have actually commenced. (d) In the event that if a lawsuit or administrative proceeding is brought against the Executive Employer or the Plan but not the Company, the defense and associated costs of such action or proceeding shall be paid by the Employer, provided that the costs, including attorneys' fees, of such defense shall be reimbursed to the Employer or Plan by the Company to the extent the Employer or the Plan is entitled to indemnification by the Company under subsection (b) of this section 7. The Company shall cooperate fully with the Employer in the defense of any such action or proceeding arising out of matters related to the Agreement. The Employer agrees not to oppose any attempt made a party, or is threatened by the Company to be made a party, to any action, suit intervene in such action or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason provided there is no conflict 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 interest between the Company and the Partnership Employer or the Plan. (e) In the event that a lawsuit or administrative proceeding is brought against the Company arising out of the performance of its duties under the Agreement, the defense of and associated costs of such action or proceeding shall be paid by the Company, provided that the costs, including reasonable attorneys' fees, of such defense shall be reimbursed 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 Company by the Executive in connection therewith, and such indemnification shall continue as Employer to the Executive even if he has ceased to be a director, officer, member, employee or agent of extent the Company is entitled to indemnification by the Employer under subsection (a) of this section. The Employer shall cooperate fully with the Company in the defense of any such action or the Partnership or other entity and shall inure proceeding arising out of matters related to the benefit of Executive's heirs, executors and administratorsAgreement. The Company agrees not to oppose any attempt made by the Employer to intervene in such action or proceeding, provided there is no conflict of interest between the Company and the Employer or the Plan. If the Employer or the Plan is also named as a party in such action or proceeding, the Employer may request that the counsel engaged by the Company also provide for the defense of the Employer and/or the Partnership Plan. If there is no conflict of interest between the Company and the Employer or the Plan, the Company shall advance take all reasonable measures to comply with the Employer's request. If such counsel does not provide for the Employer's or Plan's defense, then the Employer and Plan shall pay for the defense and associated costs as provided in subsection (d) of this section, subject 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 Employer's and/or the Plan's right to reimbursement under such advance. Such request shall include an undertaking by the Executive to repay the amount of such advance, without interest, if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expensessubsection.

Disputes and Indemnification. (a) Any dispute The Employer agrees to indemnify and hold harmless the Company from any and all liability, loss, damages, fines, penalties and costs, including but not limited to, expenses and reasonable attorneys’ fees, which the Company shall sustain arising out of or controversy arising under, out of, in connection with (1) any gross negligence or in relation material breach of the Agreement on the part of the Employer, (2) any determination by the Employer regarding the eligibility for coverage under a Policy or a Non-MP Policy of an Employee or Employee’s dependent, (3) any direction of the Employer to this the MP Services Agreement shall17 Company, at (4) the election and upon written demand offering or termination of the Policies or Non-MP Policies, or the manner of the offering or termination of the Policies or Non-MP Policies, to Clients, or (5) the release or use by Employer of any party information obtained from the Company pursuant to this Agreementsection 5(a), be finally unless the parties agree or it is determined and settled in a final non-appealable decision by arbitration in the City of New York, New York in accordance with the rules and procedures a court or regulatory agency having jurisdiction of the American Arbitration Association, and judgment upon matter that the award may be entered in any court having jurisdiction thereofliability therefore was the direct consequence of criminal conduct or fraud on the part of the Company or negligence or a material breach of the Agreement on the part of the Company. (b) The Partnership Company agrees to indemnify and hold harmless the Employer and/or the Plan from any and all liability, loss, damages, fines, penalties and costs, including but not limited to, expenses and reasonable attorneys’ fees, that the Employer or Plan shall sustain arising out of or in connection with gross negligence or material breach of the Agreement on the part of the Company or any direction of the Company to the Employer, unless the parties agree or it is determined in a final non-appealable decision by a court or regulatory agency having jurisdiction of the matter that the liability therefore was the direct consequence of criminal conduct or fraud on the part of the Employer or negligence or a material breach of the Agreement by the Employer. The Company shall promptly pay not indemnify or hold harmless the Employer or the Plan for any losses arising out of Overpayments. If Health Benefits are required to be paid pursuant to Section 7(e) any judgment in favor of the plaintiff or a settlement with the plaintiff or the order of a regulatory agency having jurisdiction of the matter and such judgment or settlement is final or payable during the term of the Agreement, any portion of such judgment or settlement attributable to Health Benefits shall be treated as incurred, a claim for Health Benefits at the time that the judgment or settlement is final and shall be paid by the Company to the full same extent permitted by law, all legal fees and expenses which as any other claim for Health Benefits under the Executive may reasonably incur as a result provisions of any contest (regardless section 5 of the outcome thereof) by the Partnership, the Company, the Executive or others Agreement and section 2 of the validity or enforceability of, or liability under, any provision of this MP Financial Agreement. (c) The Company and the Partnership agree Employer shall promptly advise each other as to matters which come to their respective attentions involving potential legal actions or regulatory enforcement activity which involve the Plan or are related to the activities of either party with respect to the Plan or the Agreement and shall MP Services Agreement 18 promptly advise each other of legal actions or administrative proceedings which have actually commenced. (d) In the event that if a lawsuit or administrative proceeding is brought against the Executive Employer or the Plan but not the Company, the defense and associated costs of such action or proceeding shall be paid by the Employer, provided that the costs, including attorneys’ fees, of such defense shall be reimbursed to the Employer or Plan by the Company to the extent the Employer or the Plan is entitled to indemnification by the Company under subsection (b) of this section 7. The Company shall cooperate fully with the Employer in the defense of any such action or proceeding arising out of matters related to the Agreement. The Employer agrees not to oppose any attempt made a party, or is threatened by the Company to be made a party, to any action, suit intervene in such action or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason provided there is no conflict 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 interest between the Company and the Partnership Employer or the Plan. (e) In the event that a lawsuit or administrative proceeding is brought against the Company arising out of the performance of its duties under the Agreement, the defense of and associated costs of such action or proceeding shall be paid by the Company, provided that the costs, including reasonable attorneys’ fees, of such defense shall be reimbursed 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 Company by the Executive in connection therewith, and such indemnification shall continue as Employer to the Executive even if he has ceased to be a director, officer, member, employee or agent of extent the Company is entitled to indemnification by the Employer under subsection (a) of this section. The Employer shall cooperate fully with the Company in the defense of any such action or the Partnership or other entity and shall inure proceeding arising out of matters related to the benefit of Executive's heirs, executors and administratorsAgreement. The Company agrees not to oppose any attempt made by the Employer to intervene in such action or proceeding, provided there is no conflict of interest between the Company and the Employer or the Plan. If the Employer or the Plan is also named as a party in such action or proceeding, the Employer may request that the counsel engaged by the Company also provide for the defense of the Employer and/or the Partnership Plan. If there is no conflict of interest between the Company and the Employer or the Plan, the Company shall advance take all reasonable measures to comply with the Employer’s request. If such counsel does not provide for the Employer’s or Plan’s defense, then the Employer and Plan shall pay for the defense and associated costs as provided in subsection (d) of this section, subject 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 Employer’s and/or the Plan’s right to reimbursement under such advancesubsection. Such request shall include an undertaking by the Executive to repay the amount of such advance, without interest, if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses.MP Services Agreement 19

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 YorkGreensboro, New York North Carolina 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 request shall include an undertaking by the Executive to repay the amount of such advance, without interest, if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses.