Indemnification and Exoneration. (a)(1). Standards for the Managing General Partner Not Incurring Liability to the Partnership or Participants. The Managing General Partner, the Operator, and their Affiliates shall not have any liability whatsoever to the Partnership, or to any Participant for any loss suffered by the Partnership or the Participants which arises out of any action or inaction of the Managing General Partner, the Operator, or their Affiliates if:
Indemnification and Exoneration. The indemnification provisions contained in Section 15 of the Deposit Agreement and the exoneration provisions contained in paragraph (14) of the form of ADR attached as Exhibit A to the Deposit Agreement are each incorporated herein by this reference and are deemed to be a part hereof and applicable hereto as if directly set forth herein, and such provisions shall apply to any and all losses, liabilities, expenses and/or damages the Depositary and/or Custodian incur or suffer in connection with, as a result or by reason of, the terms of this Amendment and the transactions contemplated herein.
Indemnification and Exoneration. (a)(1). STANDARDS FOR THE MANAGING GENERAL PARTNER NOT INCURRING LIABILITY TO THE PARTNERSHIP OR PARTICIPANTS. The Managing General Partner, the Operator, and their Affiliates shall not have any liability whatsoever to the Partnership or to any Participant for any loss suffered by the Partnership or Participants which arises out of any action or inaction of the Managing General Partner, the Operator, or their Affiliates if:
Indemnification and Exoneration. 4.05 (a)(1). Standards for the Managing General Partner Not Incurring Liability to the Partnership or Participants. The Managing General Partner, the Operator, and their Affiliates shall not have any liability whatsoever to the Partnership, or to any Participant for any loss suffered by the Partnership or the Participants which arises out of any action or inaction of the Managing General Partner, the Operator, or their Affiliates if:
(i) the Managing General Partner, the Operator, and their Affiliates determined in good faith that the course of conduct was in the best interest of the Partnership;
(ii) the Managing General Partner, the Operator, and their Affiliates were acting on behalf of, or performing services for, the Partnership; and
(iii) the course of conduct did not constitute negligence or misconduct of the Managing General Partner, the Operator, or their Affiliates.
Indemnification and Exoneration. Executive shall be entitled to the benefit of the most expansive indemnification and exoneration provisions of each of the Company and the Subsidiaries that are applicable at any time to any director or officer thereof, provided, however, that in no event shall such provisions, as applied to Executive, ever be less expansive or more restrictive in any way than those in effect as of the effective date of the Purchase and Sale Agreement referred to in the second WHEREAS clause hereof.
Indemnification and Exoneration. (a)(1). To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, all Indemnitees shall be indemnified and held harmless by the Partnership from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity on behalf of or for the benefit of the Partnership; provided that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this § 4.05(a) shall be made only out of the assets of the Partnership, it being agreed that the Managing General Partner shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Partnership to enable it to effectuate such indemnification.
Indemnification and Exoneration. 4.05 (a)(1). Standards for the General Partner Not Incurring Liability to the Partnership or Participants. The Indemnitee shall not have any liability whatsoever to the Partnership, or to any Participant for any loss suffered by the Partnership or the Participants which arises out of any action or inaction of the Indemnitee if:
(i) the Indemnitee determined in good faith that the course of conduct was in the best interest of the Partnership;
(ii) the Indemnitee was acting on behalf of, or performing services for, the Partnership; and
(iii) the course of conduct did not constitute negligence or misconduct of the Indemnitee.
Indemnification and Exoneration. (a)(1). Standards for the General Partner Not Incurring Liability to the Partnership or Participants. The Indemnitee shall not have any liability whatsoever to the Partnership, or to any Participant for any loss suffered by the Partnership or the Participants which arises out of any action or inaction of the Indemnitee if:
Indemnification and Exoneration. The Borrower and each of the other Indemnitors jointly and severally agree to exonerate, indemnify and save Travelers harmless from and against every claim, loss, damage, demand, liability, cost, charge, suit, judgment, reasonable attorney's fee, and other reasonable expenses which Travelers incurs in consequence of having executed, or procured the execution of any Bond issued pursuant to this Agreement including without limitation all amounts that are paid by Travelers to or for the benefit of a beneficiary of a Bond (collectively, "Claims"), except Claims incurred as a direct consequence of Travelers' gross negligence or willful misconduct. Expenses include the cost of procuring or attempting to procure release from liability, or in bringing suit to enforce this Agreement against any Indemnitor.
Indemnification and Exoneration a. To the extent it is consistent with the Company’s treatment of other similarly situated employees, the Company shall indemnify Employee for any suit, investigation, or proceeding brought against him by reason of the fact that the Employee is or was a director, officer, employee, or agent of, or is was serving at the request of the Company as a director, officer, employee, or agent of another entity, if Employee’s act or omission was in good faith. Notwithstanding the foregoing, Employee agrees that the Company’s tender of a defense through Company counsel shall satisfy the Company’s obligations pursuant to this section.
b. In the event the Company is obligated to indemnify Employee, and subject to Section 6(a) above, the Company shall advance Employee reasonable attorneys’ fees and costs. Notwithstanding the foregoing, Employee agrees that in the event that it is subsequently determined that Employee is found liable any suit, investigation, or proceeding or otherwise not entitled to indemnification, Employee shall be obligated to reimburse the Company for any reasonable attorneys’ fees and costs advanced.
c. The Employee will not be liable to the Company or any entity for which Employee serves or has served at the request of the Company as a director, officer, employee or agent, for any act or omission in the Employee’s capacity as a director, officer, employee, or agent of the Company or such other entity if the Employee’s act or omission was in good faith.
