Indemnification and Cooperation. During and after your employment, the Company will indemnify you in your capacity as a director, officer, employee or agent of the Company to the fullest extent permitted by applicable law and the Company’s charter and by-laws, and will provide you with director and officer liability insurance coverage (including post-termination/post-director service tail coverage) on the same basis as the Company’s other executive officers. You agree (whether during or after your employment with the Company) to reasonably cooperate with the Company in connection with any litigation or regulatory matter or with any government authority on any matter, in each case, pertaining to the Company and with respect to which you may have relevant knowledge.
Indemnification and Cooperation. Employer agrees to continue and maintain a directors' and officers' liability insurance policy covering the Executive to the extent the Employer provides such coverage for other executive officers, including, without limitation, insurance coverage after the termination of this Agreement. Employer shall indemnify Executive to the same extent the Employer indemnifies its then current executive officers, including, without limitation, indemnification after the termination of this Agreement. Following the termination of this Agreement, to the extent reasonably requested by Employer, Executive shall cooperate with Employer on matters involving Executive's unique personal knowledge, including the defense of any action brought by any third party against Employer. The obligation of Executive to cooperate as provided for above shall be conditioned upon (a) reasonable prior notice to the Executive by the Employer of any request for such cooperation, (b) no interference as a result of such cooperation with Executive's other activities, (c) no conflict of interest between Executive and Employer exists in the subject matter of such cooperation, (d) Executive is compensated for his time devoted to such cooperation in excess of three (3) hours in any calendar month, and (e) Executive is provided with prompt expense reimbursements and advances for reasonable out-of-pocket expenses incurred in connection with such cooperation.
Indemnification and Cooperation. A. To the extent permitted by law, the City shall defend, hold harmless and indemnify Employee against any tort, professional liability claim or demand, or other legal action for which the City is legally responsible for actions of Employee acting in her capacity as the City Clerk and which are within the scope of her authority and employment as City Clerk whether she is sued in her official capacity or as an individual, subject to applicable law and the City Charter and Ordinances, and any limitations contained therein.
B. In the event of actual or threatened litigation and/or administrative proceedings involving the City which arise out of the operation or actions which occurred or are alleged to have occurred while Employee was the City Clerk of the City of Belle Isle, Employee will cooperate with the City and its counsel in assisting the City in every legal manner to prevail in said action. The City shall pay Employee's reasonable travel and subsistence expenses incurred away from her home outside the Tri-County area that is incurred in preparation for and actual discovery, settlement, and trial of all said matters.
C. Employee further agrees that unless required by law, she will not cooperate with or assist any party, person, or entity who has had or may have, or asserts that she has or may have any claim of any nature against the City, its agents, officers, employees, City members or representatives, without the express written permission of the City or its designee.
Indemnification and Cooperation. During and after yom employment, the Company will indemnify you in yom capacity as an officer, employee or agent of the Company to the fullest extent required by applicable law and the Company's charter and by-laws, and will provide you with director and officer liability insmance coverage (including posttermination tail coverage) on the same basis as the Company's other executive officers. You agree (whether dming or after your employment with the Company) to reasonably cooperate with the Company in connection with any litigation or regulatory matter or with any government authority on any matter, in each case, petiaining to the Company and with respect to which you may have relevant knowledge.
Indemnification and Cooperation. Employee states that at all relevant times he has fully complied with all applicable laws, rules and regulations and acted in accordance with the Company’s Code of Conduct. Nevertheless, the Parties recognize that claims may be made by third parties concerning alleged actions or omissions of the Employee while the Employee was engaged in the performance of his duties for the Company. Accordingly, the Parties affirm that the Indemnification Agreement between the Employee and the Company entered into on the 5th day of November 2008 is and will remain in full force and affect.. Employee agrees to make himself available to and cooperate with the Company in any Company internal investigation or administrative, regulatory, or judicial proceeding. Such cooperation by Employee is understood to include, but not be limited to, making himself available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s request for the purpose of giving testimony without requiring service of a subpoena or other legal process, volunteering to the Company pertinent information, and turning over to the Company all relevant documents which are or may in the future come into Employee’s possession. The Company agrees to make reasonable effort to minimize any disruption to Employee’s personal and professional schedule and commitments, which may be caused by any request by the Company for his availability and cooperation pursuant to this paragraph. In the event that the Company asks for Employee’s cooperation in accordance with this paragraph, the Company agrees to reimburse Employee for reasonable travel expenses, including lodging and meals upon submission of receipts. Employee shall not provide any documents to, or otherwise cooperate or assist in any way with any other person or with any attorney or other agent or representative of any non-governmental person or entity who has filed suit or in the future files suit against the Company, except that the Employee will comply with legal process as required by law.
Indemnification and Cooperation. 9.1 Indemnifications.
Indemnification and Cooperation. XXXXXXXXX agrees to cooperate as reasonably required, and to the extent reasonably possible, in the event of litigation in which the Corporation determines that XXXXXXXXX’x involvement would be helpful. To the fullest extent permitted by law, the Corporation will indemnify, hold harmless and defend XXXXXXXXX in the event of any claim made against XXXXXXXXX relating to or arising from his association with the Corporation, other than those brought about by XXXXXXXXX’x conduct.
Indemnification and Cooperation. The Company will indemnify and hold you harmless to the fullest extent permitted by applicable law and the Company's Certificate of Incorporation and By-Laws with regard to any action or inaction by you within the scope of your job responsibilities, including, without limitation, those arising as a director or member of any affiliate board or other board when the Company has designated you to serve as a director or member. The Company will cover you for activities on behalf of the Company to the fullest extent permitted under its then-existing director and officer liability insurance policy to the same extent it covers other officers and directors. Following the termination of your employment, except as otherwise precluded by law, you will cooperate with and assist the Company in its prosecution, conduct or defense of litigation, claims, investigations or governmental audits in which the Company reasonably determines you have relevant information or may be a witness. The Company will reimburse you for the reasonable expenses you incur through such cooperation and assistance.
Indemnification and Cooperation. The Company agrees that if you are made a party or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action brought against you by the Company) by reason of the fact that you are or were an employee of the Company or any member of the Company or are or were serving at the request of the Company, as a director, officer, member, employee or agent of another corporation or a partnership, joint venture, trust or other enterprise, you shall be indemnified by the Company to the fullest extent permitted by applicable law and the Company’s certificate of incorporation, plan of reorganization or liquidation, other governance documents, or any rights with respect to the Company’s directors’ and officers’ insurance policies and by-laws, as the same exists or may hereafter be amended, against all reasonably incurred legal expenses and related costs incurred or suffered by you in connection therewith provided that you cooperate with the Company in connection with such actual or threatened action, suit, proceeding or investigation, and such indemnification shall continue even if you have ceased to be an officer or are no longer employed by the Company and shall inure to the benefit of your heirs, executors and administrators. The Company shall provide you with directors’ and officers’ liability insurance at least as favorable as the insurance coverage provided to other senior executive officers and directors of the Company respecting liabilities, and reasonable legal fees and costs, charges and expenses incurred or sustained by you (or your legal representative or other successors) in connection with any such proceeding. Unless otherwise provided in an indemnification agreement with the Company, no indemnity shall be paid by the Company (i) if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (ii) if it is finally determined that, in connection with the above action, suit or proceeding, that your conduct was finally adjudged to have been knowingly fraudulent; or (iii) if a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawful. Unless otherwise provided in an indemnification agreement with the Company, you agree to reimburse the Company for all reasonable expenses paid by the Company in defending any civil or criminal action suit or proceeding against you i...
Indemnification and Cooperation. A. EMPLOYER agrees to indemnify, hold harmless, protect and defend CLIENT, its directors, officers and shareholders from any claims, expenses and liabilities or failure of EMPLOYER to withhold and pay taxes and applicable benefits, to conduct itself in accordance with applicable federal and state law. This indemnification includes but is not limited to reasonable attorney fees and other costs and expenses of litigation. However, EMPLOYER shall not be liable in any event of CLIENT's loss of profits, business goodwill or other consequential, or incidental damages.
B. Except as covered by insurance, CLIENT agrees to indemnify, defend and hold harmless EMPLOYER from any and all liability, expense, including court costs and attorney fees and claims for damages or injury of any nature whatsoever, whether known or unknown, which the other may incur, suffer, become liable for or which may be asserted or claimed against one of them as a result of the acts, errors, or omissions, including without limitation any violation or breach of Section 7 above, and any claim for damages due to sexual harassment or sexual discrimination by CLIENT. This indemnification includes but is not limited to reasonable attorney fees and other costs and expenses of litigation. However, CLIENT shall not be liable in any event of EMPLOYER's loss of profits, business goodwill or other consequential or incidental damages.
C. In the event that any action (litigation or arbitration) is brought by either party to this Agreement as a result of a breach or default in any provision of this Agreement or to enforce the terms of this Agreement, the prevailing party in such action shall be awarded reasonable attorney fees and costs, in addition to any other relief to which the party may be entitled.
D. Either party to this Agreement may elect to have any dispute which arises between the parties submitted to binding arbitration, in accordance with the rules and regulations of the American Arbitration Association, provided that the costs of any arbitration shall be borne by parties in the same proportion as the liability assessed to the parties by the arbitrating panel. A judgment upon the arbitration award may be rendered in any court of competent jurisdiction.
E. COOPERATION IN DEFENSE OF EMPLOYMENT CLAIMS, LITIGATION AND, WHERE APPLICABLE, GRIEVANCES AND ARBITRATION. CLIENT agrees to cooperate fully when required to assist EMPLOYER in defending itself against relating to employees, unemployment claims...
