Entitlement to Indemnification. 2.1 The rights provided to an Indemnified Party hereunder will, subject to applicable law, apply without reduction to an Indemnified Party provided that: (a) the Indemnified Party acted honestly and in good faith with a view to the best interests of the Corporation or Related Entity (as defined below); and (b) in the case of a criminal Proceeding, the Indemnified Party had reasonable grounds for believing that the Indemnified Party’s conduct in respect of which the Proceeding was brought was lawful. Notwithstanding the foregoing, in the event that the Indemnified Party becomes subject to a Proceeding as a result of the Corporation or Related Entity operating in violation of US federal laws, the rights provided to the Indemnified Party hereunder will apply irrespective of the Indemnified Party’s belief of the lawfulness of the Corporation’s conduct.
2.2 This indemnity will not apply to (a) claims initiated by the Indemnified Party against the Corporation or any subsidiary except for claims relating to the enforcement of this Agreement; (b) claims initiated by the Indemnified Party against any other person or entity unless the Corporation or Related Entity (as defined below), as applicable, has joined with the Indemnified Party in or consented to the initiation of that Proceeding; (c) claims by the Corporation for the forfeiture and recovery by the Corporation of bonuses or other compensation received by the Indemnified Party from the Corporation due to the Indemnified Party's violation of applicable securities or other laws; (d) any amount in respect of which the Indemnified Party may not be relieved of liability under the Act or otherwise at law; (e) Expenses to the extent the Indemnified Party is indemnified or reimbursed for Expenses or Expense Advances, as applicable and is, in each case, actually paid, other than pursuant to this Agreement or pursuant to a Policy (as defined below) without any written obligation to reimburse any third party for such Expenses or Expense Advances, as applicable; (f) Expenses to the extent that payment is actually made to the Indemnified Party under a valid and enforceable Policy (notwithstanding the foregoing, this subsection cannot be relied upon by the Corporation with respect to denying any subrogation claim commenced against the Corporation by an insurer seeking recovery from the Corporation of any payment paid by such insurer, pursuant to a Policy, to the Indemnified Party); or (g) Expenses or claims arising out of ...
Entitlement to Indemnification. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the LLC for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the LLC and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 shall be provided out of and to the extent of LLC assets only, and no Covered Person shall have any personal liability on account thereof.
Entitlement to Indemnification. 2.1.1 The Company shall indemnify the Officer and hold the Officer harmless against:
a. any financial losses or damages incurred by the Officer; and
b. any expense reasonably paid or incurred by the Officer in connection with any Proceeding, in each case to the extent this relates to the Officer’s current (or former) position as Non-Executive Director and to the extent permitted by applicable law.
2.1.2 The right to indemnification conferred in Article 2.
1.1 shall continue as to the Officer who has ceased to hold office as Non-Executive Director and shall inure to the benefit of the Officer’s heirs, executors and administrators, subject always to Article 3.9.
Entitlement to Indemnification. 2.1.1 The Company shall indemnify the Indemnitee and hold the Indemnitee harmless against:
a. any financial losses or damages incurred by the Indemnitee; and
b. any expense reasonably paid or incurred by the Indemnitee in connection with any Proceeding, in each case to the extent this relates to the Indemnitee’s current (or former) position as [Managing Director][Supervisory Director] and to the extent permitted by applicable law.
2.1.2 The right to indemnification conferred in Article 2.
1.1 shall continue as to the Indemnitee who has ceased to hold office as [Managing Director][Supervisory Director] and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators.
Entitlement to Indemnification. 2.1.1 The Company shall indemnify the Officer and hold the Officer harmless against:
a. any financial losses or damages incurred by the Officer; and
b. any expense reasonably paid or incurred by the Officer in connection with any Proceeding, other than a Proceeding by or in the right of the Company, in each case to the extent this relates to the Officer’s current (or former) position as [Non-]Executive Director and to the extent permitted by applicable law.
2.1.2 The right to indemnification conferred in Article 2.
1.1 shall continue as to the Officer who has ceased to hold office as [Non-]Executive Director and shall inure to the benefit of the Officer’s heirs, executors and administrators, subject always to Article 3.9.
Entitlement to Indemnification. (a) The rights provided to an Indemnified Party hereunder will, subject to applicable law, apply without reduction to an Indemnified Party provided that: (i) the Indemnified Party acted honestly and in good faith with the view to the best interests of the Corporation or other entity described in Section 3(c), as applicable; and (ii) in the case of a criminal or administrative action or Proceeding, other than a civil proceeding, the Indemnified Party had reasonable grounds for believing that his conduct was lawful.
(b) This indemnity will not apply to: (i) claims initiated by the Indemnified Party against the Corporation or any other entity described in Section 3(c), as applicable, except for claims relating to the enforcement of this Agreement; (ii) claims initiated by the Indemnified Party against any other person or entity unless the Corporation or other entity described in Section 3(c), as applicable, has joined with the Indemnified Party in or consented to the initiation of that Proceeding; (iii) claims by the Corporation for the forfeiture by the Indemnified Party in favour of, and recovery by, the Corporation of bonuses or other compensation received by the Indemnified Party from the Corporation due to the Indemnified Party’s violation of applicable securities or other laws; or (iv) other claims by or on behalf of the Corporation or other entity described in Section 3(c), as applicable, against the Indemnified Party. To the extent prior court or other approval is required in connection with any indemnification obligation of the Corporation hereunder, the Corporation will seek and use all reasonable efforts to obtain that approval as soon as reasonably possible in the circumstances.
(c) The indemnities in this Agreement also apply to an Indemnified Party in respect to his service at the Corporation’s request as: (i) an officer or director of another corporation; or (ii) a similar role with another entity, including a partnership, trust, joint venture or other unincorporated entity.
(d) In respect of a Proceeding by or on behalf of the Corporation or other entity described in Section 3(c), as applicable, to procure a judgment in its favour to which the Indemnified Party is made a party because of the Indemnified Party’s association with the Corporation or other entity described in Section 3(c), as applicable, the Corporation shall, at the Indemnified Party’s request and at the Corporation’s cost, promptly make an application for approval of a court of ...
Entitlement to Indemnification. An Indemnitee who has been successful, on the merits or otherwise, in the defense of a civil, criminal, administrative or investigative action, suit or proceeding for which indemnification is sought under this Agreement shall be entitled to indemnification as herein provided. An Indemnitee who has not been successful, on the merits or otherwise, in the defense of such a civil, criminal, administrative or investigative action, suit or proceeding shall nevertheless be entitled to indemnification hereunder, and such indemnification is hereby authorized, unless a judgment or other final adjudication adverse to such Indemnitee establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled.
Entitlement to Indemnification. 2.1 The rights provided to an Indemnified Party hereunder will, subject to applicable law, apply without reduction to an Indemnified Party provided that:
(a) the Indemnified Party acted honestly and in good faith with a view to the best interests of the Corporation or other entity described in Section 2.3; and
(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnified Party had reasonable grounds for believing that his or her conduct was lawful.
2.2 This indemnity will not apply to:
(a) claims initiated by the Indemnified Party against the Corporation or any subsidiary except for claims relating to the enforcement of this Agreement; and
(b) claims initiated by the Indemnified Party against any other person or entity unless the Corporation or other party described in Section 2.3 has joined with the Indemnified Party in or consented to the initiation of that Proceeding.
2.3 The indemnities in this Agreement also apply to the Indemnified Party in respect of his or her service at the request of the Corporation as:
(a) an officer or director of another corporation; or
(b) a similar role with another entity, including a partnership, trust, joint venture, or other unincorporated entity.
Entitlement to Indemnification. The Company and Seller hereby acknowledge and agree that the Member is a Buyer Group Member (as defined in the Purchase Agreement) and is entitled to indemnification by the Company and Seller under Article X of the Purchase Agreement, on the terms and subject to the provisions of the Purchase Agreement.
Entitlement to Indemnification. The rights provided to an Indemnitee hereunder will, subject to applicable law, apply without reduction to an Indemnitee provided that:
(a) the Indemnitee acted honestly and in good faith with a view to the best interests of the Company or other entity of which the Indemnitee was an Agent; and
(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnitee had reasonable grounds for believing that his or her conduct was lawful.
