Indemnification; Advancement of Expenses. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable but in any event no later than thirty days after written demand is presented to the Company, against any and all Indemnifiable Amounts. Notwithstanding the foregoing, no Indemnitee shall be indemnified hereunder for any Indemnifiable Amounts arising by reasons of Disabling Conduct.
(b) No indemnification shall be made hereunder unless there has been a determination (1) by a final decision on the merits by a court or other body of competent jurisdiction before whom the issue of entitlement to indemnification hereunder was brought that Indemnitee is entitled to indemnification hereunder or, (2) in the absence of such a decision, by (i) by a majority vote of a quorum of the Independent Non-Party Directors that Indemnitee is entitled to indemnification hereunder, or (ii) Independent Legal Counsel in a written opinion that Indemnitee should be entitled to indemnification hereunder. In lieu of a determination by the Independent Non-Party Directors, Independent Legal Counsel may be asked to determine the matter if requested by a majority of the Independent Non-Party Directors at a meeting at which quorum of such directors is present or, if it is not possible to obtain a quorum of the Independent Non-Party Directors, by a majority of the Independent Directors. In any event, Independent Legal Counsel shall be asked to determine the matter in lieu of the Independent Non-Party Directors following a Change of Control.
(c) If so requested by Indemnitee, the Company shall advance (within five (5) business days of such request) any and all Expenses incurred by Indemnitee (an “Expense Advance”), subject to Section 2(d). The Company shall, in accordance with such request (but without duplication), either (i) pay such Expenses on behalf of Indemnitee, or (ii) reimburse Indemnitee for such Expenses.
(d) The Company shall make an Expense Advance only if the Company receives a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standards of conduct necessary for indemnification have been met and a written undertaking by the Indemnitee to reimburse the Company unless it is subsequently determined that Indemnitee is e...
Indemnification; Advancement of Expenses. To the extent permitted by law and the Company’s bylaws, the Company will indemnify you against any actual or threatened action, suit or proceeding against you, whether civil, criminal, administrative or investigative, arising by reason of your status as a director, officer, employee and/or agent of the Group during your employment. In addition, to the extent permitted by law, the Company will advance or reimburse any expenses, including reasonable attorney’s fees, you incur in investigating and defending any actual or threatened action, suit or proceeding for which you may be entitled to indemnification under this Section 5(d). However, you agree to repay any expenses paid or reimbursed by the Company to the extent it is ultimately determined that you are not legally entitled to be indemnified by the Company. If the Company’s ability to make any payment contemplated by this Section 5(d) depends on an investigation or determination by the board of directors of any member of the Group, at your request the Company will use its best efforts to cause the investigation to be made (at the Company’s expense) and to have the relevant board reach a determination in good faith as soon as reasonably possible.
Indemnification; Advancement of Expenses. Pursuant to the Company’s articles of incorporation and bylaws, the Company will indemnify you and advance or reimburse expenses to the same extent as the most favorable indemnification and advancement or reimbursement of expenses provisions applicable to any member of the Board. If the Company’s ability to make any payment contemplated by your applicable indemnification and advancement or reimbursement of expenses provisions depends on an investigation or determination by the Board or any member of the Company, at your request the Company will use its best efforts to cause the investigation to be made (at the Company’s expense) and to have the Board reach a determination as soon as reasonably possible.
Indemnification; Advancement of Expenses. Observer shall be entitled to advancement of expenses and rights to indemnification from the Company, and the Company agrees to advance expenses to and indemnify the Observer, in each case to the same extent provided by the Company in the Indemnification and Advancement Agreement attached to the Investor Rights Agreement as Exhibit B. The foregoing rights to indemnification and advancement of expenses constitute third-party rights contractually extended to Observer by the Company and do not constitute rights to indemnification or advancement of expenses as a result of Observer serving as a director, manager, officer, employee, or agent of the Company. The Company shall reimburse Observer, on the same basis as directors of the Company, for all reasonable out-of-pocket expenses incurred by Observer in connection with attendance at Board and Committee meetings or any other matter which Observer undertakes on behalf of the Company (“Expenses”) (it being understood that Observer shall be under no obligation to undertake any matter unless Observer expressly agrees thereto in his or her sole discretion). All reimbursements payable by the Company pursuant to this Section 8 shall be paid to Observer in accordance with the Company’s policies and practices with respect to director expense reimbursement then in effect; provided, however, that any such reimbursement shall be paid to Observer no later than comparable reimbursement is paid to the members of the Board. Observer shall not be entitled to receive any other payment or remuneration hereunder or otherwise in connection with Observer’s involvement with the Board or the Committee.
Indemnification; Advancement of Expenses. Pursuant to the Company’s articles of incorporation and bylaws, the Company will indemnify you and advance or reimburse expenses as set forth in Section 9a herein.
Indemnification; Advancement of Expenses. To the extent permitted by law, MF Global will indemnify you against any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, against you arising by reason of your status as a director, officer, employee and/or agent of the MF Global Group during your employment. In addition, to the extent permitted by law, MF Global will advance or reimburse any expenses, including reasonable attorney’s fees, you incur in investigating and defending any actual or threatened action, suit or proceeding for which you may be entitled to indemnification under this Section 5(d). However, you agree to repay any expenses paid or reimbursed by MF Global if it is ultimately determined that you are not legally entitled to be indemnified by MF Global. If MF Global’s ability to make any payment contemplated by this Section 5(d) depends on an investigation or determination by the board of directors of any member of the MF Global Group, at your request MF Global will use its best efforts to cause the investigation to be made (at MF Global’s expense) and to have the relevant board reach a determination as soon as reasonably possible.
Indemnification; Advancement of Expenses. The Observer shall, to the fullest extent permitted by applicable law, be entitled to advancement of expenses and rights to indemnification from the Company to the same extent provided by the Company to its directors under the Certificate of Incorporation and Bylaws of the Company as in effect on the date hereof. The Company acknowledges and agrees that the foregoing rights to indemnification and advancement of expenses constitute third-party rights extended to the Observer by the Company and do not, to the fullest extent permitted by applicable law, constitute rights to indemnification or advancement of expenses as a result of the Observer serving as a director, officer, employee, or agent of the Company.
Indemnification; Advancement of Expenses. 13.4.1 The Observer shall be entitled to advancement of expenses and rights to indemnification from the Borrower to the same extent provided by the Borrower to its directors under the articles and by-laws of the Borrower as in effect on the date hereof or in the future (where entitlements to advancement of expenses and rights to indemnification have been expanded in the future beyond what is provided for in the articles and by-laws of the Borrower as in effect on the date hereof) and any indemnity agreement provided by the Borrower to any of its directors in effect on the date hereof or in the future (where no such indemnity agreement is in effect on the date hereof or where entitlements to advancement of expenses and rights to indemnification have been expanded in the future beyond what is provided for in any indemnity agreement in effect on the date hereof). The Borrower acknowledges and agrees that the foregoing rights to indemnification and advancement of expenses constitute third-party rights extended to the Observer by the Borrower and do not constitute rights to indemnification or advancement of expenses as a result of the Observer serving as a director, officer, employee or agent of the Borrower. For greater certainty, any restrictions under law on advancement of expenses and indemnification provided by the Borrower to its directors (including where such restriction has been incorporated into the Organizational Documents of the Borrower or any indemnification agreement) shall not apply to the entitlement to the advancement of expenses and rights to indemnification provided to the Observer hereunder except as required by law.
13.4.2 During the period of an Observer’s appointment hereunder, and thereafter for the duration of the applicable statute of limitations, the Borrower shall cause to be maintained in effect a policy of liability insurance coverage for such Observer against liability that may be asserted against or incurred by them in their capacity as an Observer which is equivalent in scope and amount to that provided to the directors of the Borrower.
Indemnification; Advancement of Expenses. The Company (the “Indemnitor”) shall indemnify and hold harmless the Members, their affiliates and subsidiaries, and all officers, directors, partners, employees, and agents of any of the foregoing (each, an “Indemnitee”) to the full extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities, joint and several, expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved as a party or otherwise, arising from, or in connection with, the performance of any action by such Indemnitee for, on behalf of, or otherwise in connection with, the Company. The Company shall pay the expenses of the Managers and Members incurred in defending a civil or criminal action, suit or proceeding as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the Managers or Member to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the company. The provisions of this Section do not affect any rights to advancement of expenses to which personnel of the Company other than the Managers or Members may be entitled under any contract or otherwise by law.
Indemnification; Advancement of Expenses. The Observer shall be entitled to advancement of expenses and rights to indemnification from the Company and its Subsidiaries to the same extent provided by the Company and/or its Subsidiaries to their governors, directors or managers under the Articles of Incorporation, Bylaws or other charter or governing documents of the Company and/or its Subsidiaries as in effect on the date hereof or, if more favorable, any indemnification agreement with any of the Company’s or its Subsidiaries’ governors, directors or managers. The Company acknowledges and agrees, and shall cause its Subsidiaries to acknowledge and agree, that the foregoing rights to indemnification and advancement of expenses constitute third-party rights extended to the Observer by the Company and its Subsidiaries and do not constitute rights to indemnification or advancement of expenses as a result of the Observer serving as a director, officer, employee, or agent of the Company or its Subsidiaries. During the period of an Observer’s appointment hereunder, and thereafter for the duration of the applicable statute of limitations, in the event that the Company and/or its Subsidiaries maintain in effect a policy of liability insurance coverage for members of any Board, the Company shall cause to be maintained in effect a policy of liability insurance coverage for such Observer against liability that may be asserted against or incurred by him or her in his or her capacity as an Observer which is equivalent in scope and amount to that provided to the members of the Boards.
