Common use of General Right to Indemnification Clause in Contracts

General Right to Indemnification. Subject to Sections 3 and 4(d), the Company shall indemnify the Indemnitee in the event that the Indemnitee was or is a party or is threatened to be made a party to or is involved or is threatened to be involved (as a witness or otherwise) in or otherwise requires representation by counsel in connection with any Claim, by reason of the fact that Indemnitee is or was a director or officer of the Company or is or was serving at the request of the Company as a director, trustee, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, and the basis of such Claim is alleged action or inaction in an official capacity or in any other capacity while serving as such a director, trustee, officer, employee or agent, and Indemnitee shall be indemnified and held harmless by the Company to the full extent permitted by the Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment with reference to events occurring prior to the effective date thereof, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), against all costs, charges, expenses, liabilities and losses (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to the Indemnitee when the Indemnitee has ceased to be a director or officer (or to serve another entity at the request of the Company) and shall inure to the benefit of the Indemnitee's heirs, personal representatives and estate.

Appears in 1 contract

Samples: Indemnification Agreement (Saxton Inc)

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General Right to Indemnification. Subject to Sections 3 and 4(d)4g, the Company Lyondell shall indemnify the Indemnitee in the event that the Indemnitee was or is a party or is threatened to be made a party to or is involved or is threatened to be involved (as a witness or otherwise) in or otherwise requires representation by counsel in connection with any Claim, Claim by reason of the fact that Indemnitee is or was serving in a director Corporate Status or officer by reason of the Company or is or was serving at the request of the Company as a director, trustee, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, and the basis of such Claim is Indemnitee's alleged action or inaction in an official capacity or in any other capacity while serving as such a director, trustee, officer, employee or agentcapacity, and Indemnitee shall be indemnified and held harmless by the Company Lyondell to the full fullest extent permitted by the Corporation Lawapplicable law, as the same it exists or may hereafter be amended (but, in the case of any such amendment with reference to events occurring prior to the effective date thereof, only to the extent that such amendment permits the Company Lyondell to provide broader indemnification rights than such law permitted the Company Lyondell to provide prior to such amendment), against all costs, charges, expenses, liabilities and losses (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred or suffered by such person the Indemnitee in connection therewith therewith, and such indemnification shall continue as to the Indemnitee when the Indemnitee has ceased to be a director or officer (or to serve another entity at the request of the CompanyLyondell) and shall inure to the benefit of the Indemnitee's heirs, personal representatives and estate.

Appears in 1 contract

Samples: Indemnity Agreement (Lyondell Chemical Co)

General Right to Indemnification. Subject to Sections 3 and 4(d)4g, the Company Lyondell shall indemnify the Indemnitee in the event that the Indemnitee was or is a party or is threatened to be made a party to or is involved or is threatened to be involved (as a witness or otherwise) in or otherwise requires representation by counsel in connection with any Claim, Claim by reason of the fact that Indemnitee is or was serving in a director Corporate Status or officer by reason of the Company or is or was serving at the request of the Company as a director, trustee, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, and the basis of such Claim is Indemnitee's alleged action or inaction in an official capacity or in any other capacity while serving as such a director, trustee, officer, employee or agentcapacity, and Indemnitee shall be indemnified and held harmless by the Company Lyondell to the full fullest extent permitted by the Corporation Lawapplicable law, as the same it exists or may hereafter be amended (but, in the case of any such amendment with reference to events occurring prior to the effective date thereof, only to the extent that such amendment permits the Company Lyondell to provide broader indemnification rights than such law permitted the Company Lyondell to provide prior to such amendment), against all costs, charges, expenses, liabilities and losses (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith therewith, and such indemnification shall continue as to the Indemnitee when the Indemnitee has ceased to be a director or officer (or to serve another entity at the request of the CompanyLyondell) and shall inure to the benefit of the Indemnitee's heirs, personal representatives and estate. Notwithstanding the foregoing, if the Indemnitee's Corporate Status arises by virtue of clause (ii) of the definition of Corporate Status, Lyondell's obligation to indemnify under this Agreement shall be subject to the obligation of Equistar, LCR or LMC, as the case may be, to indemnify the Indemnitee as set forth by law or under their respective organizational agreements, governance or partnership committee resolutions or other agreements, and the Indemnitee shall proceed first against Equistar, LCR or LMC, as the case may be, for indemnification of any costs, charges, expenses, liabilities and losses; provided that, Lyondell shall advance any such amounts incurred by the Indemnitee in the event of a Claim that would give rise to a right indemnification hereunder (were it not for this sentence), and, in the event the Indemnitee is not indemnified by Equistar, LCR or LMC, as the case may be, to the fullest extent as he or she would be entitled under this Agreement (were it not for this sentence), Lyondell shall satisfy any deficiency subject to the terms, conditions and procedures of this Agreement, it being the intent of Lyondell that the Indemnitee is not indemnified by Equistar, LCR or LMC, as the case may be, to the fullest extent as he or she would be entitled under this Agreement (were it not for this sentence), Lyondell shall satisfy any deficiency subject to the terms, conditions and procedures of this Agreement, it being the intent of Lyondell that the Indemnitee shall receive the full benefit intended by this Agreement, whether such indemnification is funded by Equistar, LCR, LMC or Lyondell.

Appears in 1 contract

Samples: Indemnity Agreement (Lyondell Chemical Co)

General Right to Indemnification. Subject to Sections 3 and 4(d)4g, the Company Lyondell shall indemnify the Indemnitee in the event that the Indemnitee was or is a party or is threatened to be made a party to or is involved or is threatened to be involved (as a witness or otherwise) in or otherwise requires representation by counsel in connection with any Claim, Claim by reason of the fact that Indemnitee is or was serving in a director Corporate Status or officer by reason of the Company or is or was serving at the request of the Company as a director, trustee, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, and the basis of such Claim is Indemnitee's alleged action or inaction in an official capacity or in any other capacity while serving as such a director, trustee, officer, employee or agentcapacity, and Indemnitee shall be indemnified and held harmless by the Company Lyondell to the full fullest extent permitted by the Corporation LawDGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment with reference to events occurring prior to the effective date thereof, only to the extent that such amendment permits the Company Lyondell to provide broader indemnification rights than such law permitted the Company Lyondell to provide prior to such amendment), against all costs, charges, expenses, liabilities and losses (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith therewith, and such indemnification shall continue as to the Indemnitee when the Indemnitee has ceased to be a director or officer (or to serve another entity at the request of the CompanyLyondell) and shall inure to the benefit of the Indemnitee's heirs, personal representatives and estate. Notwithstanding the foregoing, if the Indemnitee's Corporate Status arises by virtue of clause (ii) of the definition of Corporate Status, Lyondell's obligation to indemnify under this Agreement shall be subject to the obligation of Equistar, LCR or LMC, as the case may be, to indemnify the Indemnitee as set forth by law or under their respective organizational agreements, governance or partnership committee resolutions or other agreements, and the Indemnitee shall proceed first against Equistar, LCR or LMC, as the case may be, for indemnification of any costs, charges, expenses, liabilities and losses; provided that, Lyondell shall advance any such amounts incurred by the Indemnitee in the event of a Claim that would give rise to a right indemnification hereunder (were it not for this sentence), and, in the event the Indemnitee is not indemnified by Equistar, LCR or LMC, as the case may be, to the fullest extent as he or she would be entitled under this Agreement (were it not for this sentence), Lyondell shall satisfy any deficiency subject to the terms, conditions and procedures of this Agreement, it being the intent of Lyondell that the Indemnitee shall receive the full benefit intended by this Agreement, whether such indemnification is funded by Equistar, LCR, LMC or Lyondell.

Appears in 1 contract

Samples: Indemnity Agreement (Lyondell Chemical Co)

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General Right to Indemnification. Subject to Sections 3 and 4(d)4d, the Company ARCO shall indemnify the Indemnitee in the event that the Indemnitee was or is a party or is threatened to be made a party to or is involved or is threatened to be involved (as a witness or otherwise) in or otherwise requires required representation by counsel in connection with any Claim, by reason of the fact that Indemnitee is or was a director or officer of the Company ARCO or is or was serving at the request of the Company ARCO as a director, trustee, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, and the basis of such Claim is alleged action or inaction in an official capacity or in any other capacity while serving as such a director, trustee, officer, employee or agent, and Indemnitee shall be indemnified and held harmless by the Company ARCO to the full fullest extent permitted by the General Corporation LawLaw of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment with reference to events occurring prior to the effective date thereof, only to the extent that such amendment permits the Company ARCO to provide broader indemnification rights than such law permitted the Company ARCO to provide prior to such amendment), against all costs, charges, expenses, liabilities and losses (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to the Indemnitee when the Indemnitee has ceased to be a director or officer (or to serve another entity at the request of the CompanyARCO) and shall inure to the benefit of the Indemnitee's heirs, personal representatives representative and estate.

Appears in 1 contract

Samples: Form of Indemnity Agreement (Atlantic Richfield Co /De)

General Right to Indemnification. Subject to Sections 3 and 4(d)4g, the Company Lyondell shall indemnify the Indemnitee in the event that the Indemnitee was or is a party or is threatened to be made a party to or is involved or is threatened to be involved (as a witness or otherwise) in or otherwise requires representation by counsel in connection with any Claim, Claim by reason of the fact that Indemnitee is or was serving in a director Corporate Status or officer by reason of the Company or is or was serving at the request of the Company as a director, trustee, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, and the basis of such Claim is Indemnitee's alleged action or inaction in an official capacity or in any other capacity while serving as such a director, trustee, officer, employee or agentcapacity, and Indemnitee shall be indemnified and held harmless by the Company Lyondell to the full fullest extent permitted by the Corporation Lawapplicable law, as the same it exists or may hereafter be amended (but, in the case of any such amendment with reference to events occurring prior to the effective date thereof, only to the extent that such amendment permits the Company Lyondell to provide broader indemnification rights than such law permitted the Company Lyondell to provide prior to such amendment), against all costs, charges, expenses, liabilities and losses (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred or suffered by such person the Indemnitee in connection therewith therewith, and such indemnification shall continue as to the Indemnitee when the Indemnitee has ceased to be a director or officer (or to serve another entity at the request of the CompanyLyondell) and shall inure to the benefit of the Indemnitee's heirs, personal representatives and estate. Notwithstanding the foregoing, if the Indemnitee's Corporate Status arises by virtue of clause (ii) of the definition of Corporate Status, Lyondell's obligation to indemnify under this Agreement shall be subject to the obligation of LCR to indemnify the Indemnitee as set forth by law or under their respective organizational agreements, governance or partnership committee resolutions or other agreements, and the Indemnitee shall proceed first against LCR for indemnification of any costs, charges, expenses, liabilities and losses; provided that, Lyondell shall advance any such amounts incurred by the Indemnitee in the event of a Claim that would give rise to a right to indemnification hereunder (were it not for this sentence), and, in the event the Indemnitee is not indemnified by LCR to the fullest extent as he or she would be entitled under this Agreement (were it not for this sentence), Lyondell shall satisfy any deficiency subject to the terms, conditions and procedures of this Agreement, it being the intent of Lyondell that the Indemnitee shall receive the full benefit intended by this Agreement, whether such indemnification is funded by LCR or Lyondell.

Appears in 1 contract

Samples: Indemnity Agreement (Lyondell Chemical Co)

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