Indemnification and Insurance. 10.1 The Company shall indemnify the Employee against, and hold him harmless, from any and all judgments, penalties (including excise and similar taxes), fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right of the Company to which Employee is or may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, to the fullest extent permitted by any applicable law, and such indemnity shall inure to the benefit of the heirs, executors and administrators of the Employee.
10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a proceeding shall be made only upon delivery to the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwise.
10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Emp...
Indemnification and Insurance. 2 A. CONTRACTOR agrees to indemnify, defend with counsel approved in writing by COUNTY, 3 and hold COUNTY, its elected and appointed officials, officers, employees, agents and those special 4 districts and agencies for which COUNTY’s Board of Supervisors acts as the governing Board 5 (“COUNTY INDEMNITEES”) harmless from any claims, demands or liability of any kind or nature, 6 including but not limited to personal injury or property damage, arising from or related to the services, 7 products or other performance provided by CONTRACTOR pursuant to this Contract. If judgment is 8 entered against CONTRACTOR and COUNTY by a court of competent jurisdiction because of the 9 concurrent active negligence of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and 10 COUNTY agree that liability will be apportioned as determined by the court. Neither Party shall 11 request a jury apportionment.
12 B. Prior to the provision of services under this Contract, CONTRACTOR agrees to purchase all 13 required insurance at CONTRACTOR’s expense, including all endorsements required herein, necessary 14 to satisfy COUNTY that the insurance provisions of this Contract have been complied with. 15 CONTRACTOR agrees to keep such insurance coverage, Certificates of Insurance, and endorsements 16 on deposit with COUNTY during the entire term of this Contract. In addition, all subcontractors 17 performing work on behalf of CONTRACTOR pursuant to this Contract shall obtain insurance subject 18 to the same terms and conditions as set forth herein for CONTRACTOR.
19 C. CONTRACTOR shall ensure that all subcontractors performing work on behalf of 20 CONTRACTOR pursuant to this Contract shall be covered under CONTRACTOR’s insurance as an 21 Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for 22 CONTRACTOR. CONTRACTOR shall not allow subcontractors to work if subcontractors have less 23 than the level of coverage required by COUNTY from CONTRACTOR under this Contract. It is the 24 obligation of CONTRACTOR to provide notice of the insurance requirements to every subcontractor 25 and to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of 26 insurance must be maintained by CONTRACTOR through the entirety of this Contract for inspection by 27 COUNTY representative(s) at any reasonable time.
28 D. All SIRs shall be clearly stated on the COI. Any SIR in an amount in excess of fifty thousand 29 dollars ($50,000) shall ...
Indemnification and Insurance. (a) From and after the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, (i) indemnify and hold harmless each individual who at the Effective Time is, or at any time prior to the Effective Time was, a director or officer of the Company, a Subsidiary of the Company, or any other Person in which the Company or any of its Subsidiaries owns any equity interests at the request of the Company (each, together with such Person’s heirs, executors and administrators, an “Indemnitee” and, collectively, the “Indemnitees”) with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise), and expenses (including fees and expenses of legal counsel) in connection with any Action (whether civil, criminal, administrative, or investigative), whenever asserted, based on or arising out of, in whole or in part, (A) the fact that an Indemnitee is or was a director or officer of the Company or such Subsidiary or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director, officer, employee, or agent of the Company or such Subsidiary or taken at the request of the Company or such Subsidiary (including in connection with serving at the request of the Company or such Subsidiary as a director, officer, employee, agent, trustee, or fiduciary of another Person (including any employee benefit plan)), in each case under clause (A) or (B), at, or at any time prior to, the Effective Time (including any Action relating in whole or in part to the Transactions or relating to the enforcement of this provision or any other indemnification or advancement right of any Indemnitee), to the fullest extent permitted under applicable Law; provided that no Indemnitee shall be indemnified against any liability that by virtue of any rule of law attaches to such Indemnitee in respect of any fraud or dishonesty of which such Indemnitee is guilty in relation to the Company, as finally determined by the Supreme Court of Bermuda; and (ii) assume all obligations of the Company and such Subsidiaries to the Indemnitees in respect of indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (and rights for advancement of expenses) as provided in the Company Organizational Documents and the Organizational Documents of such Subsidiaries as in effect on the date of this Agreement or in any agreement in existence as ...
Indemnification and Insurance. Each party shall indemnify, defend and hold harmless the other party and its and its affiliates’ directors, officers, employees, and agents (each, including the applicable party, an “Indemnitee”) from and against any and all costs, damages, liabilities, or expenses (including reasonable attorneys’ fees and court costs) or other losses incurred by the Indemnitee, or brought by a third party against an Indemnitee, arising from the indemnifying party’s negligence, intentional misconduct, breach of this Agreement, or failure to comply with applicable laws, rules, and regulations. The Indemnitee shall give the indemnifying party prompt notice of any claim for which indemnification is sought hereunder. The indemnifying party shall have the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed). If the indemnifying party so assumes the defense of any claim, the Indemnitee may participate in such defense with legal counsel of the Indemnitee’s selection and at the expense of Indemnitee. If the indemnifying party, prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, the Indemnitee may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, the indemnifying party, with all reasonable costs and expenses of such defense to be paid by the indemnifying party. No compromise or settlement of any such claims shall be made without the prior consent in writing of the Indemnitee (which consent shall not be unreasonably withheld or delayed). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, RESULTING FROM A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER A PARTY WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. Without limiting the foregoing, a party’s liability to t...
Indemnification and Insurance. (a) From and after the Effective Time, the Surviving Corporation will fulfill and honor in all respects the obligations of Individual which exist prior to the date hereof to indemnify Individual's present and former directors and officers and their heirs, executors and assigns. The Certificate of Incorporation and By-laws of the Surviving Corporation will contain the provisions with respect to indemnification and elimination of liability for monetary damages set forth in the Certificate of Incorporation and By-laws of Individual, which provisions will not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who, at the Effective Time, were directors, officers, employees or agents of Individual, unless such modification is required by law.
(b) After the Effective Time the Surviving Corporation will, to the fullest extent permitted under applicable law or under the Surviving Corporation's Certificate of Incorporation or By-laws, indemnify and hold harmless, each present or former director or officer of Individual or any of its subsidiaries and his or her heirs, executors and assigns (collectively, the "Indemnified Parties") against any costs or expenses (including attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent arising out of or pertaining to any action or omission in his or her capacity as a director, officer, employee or agent of Individual occurring prior to the Effective Time (including without limitation actions or omissions relating to the Merger) for a period of six years after the date hereof. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) any counsel retained by the Indemnified Parties for any period after the Effective Time will be reasonably satisfactory to the Surviving Corporation, (ii) after the Effective Time, the Surviving Corporation will pay the reasonable fees and expenses of such counsel, promptly after statements therefor are received and (iii) the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that the Surviving -------- ------- Corporation will not be liable for any settlement effected without i...
Indemnification and Insurance. 5.11.1 The Company shall indemnify and hold harmless, and after the Effective Time the Surviving Corporation shall indemnify and hold harmless, each present and former employee, agent, director or officer of the Company and its subsidiaries (the "Indemnified Parties") from and against any and all claims arising out of or in connection with activities, including without limitation, the transactions contemplated by this Agreement, in such capacity, or on behalf of, or at the request of the Company, its subsidiaries or affiliates, to the fullest extent permitted under Delaware law (subject to applicable limitations thereunder) and in addition, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time; provided, however, that if any claim or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification.
5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from the Effective Time the current policies of directors, and officers, liability insurance maintained by the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitution) with respect to all matters, including the transactions contemplated hereby, occurring prior to and including the Effective Time; provided that, in the event that any Claim or Claims are asserted or made within such six-year period, such insurance shall be continued in respect of any such Claim o...
Indemnification and Insurance. A. INDEMNIFICATION
1. Consultant shall indemnify, defend, and hold harmless University and its Regents, officers, employees, agents, and representatives (collectively, “Indemnitee”), against all liability, demands, claims, costs, damages, injury including death, settlements, and expenses (including without limitation, interest and penalties) incurred by Indemnitee (“Losses”) arising out of the performance of services or Consultants other obligations under this Agreement, but only in proportion to and to the extent such Losses are caused by or result from (1) the negligent acts or omissions of Consultant, its officers, agents, employees, subcontractors, subconsultants, or any person or entity for whom Consultant is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor of any of the provisions of this Agreement; or (3) willful misconduct by Indemnitor.
2. The indemnification obligations under this Article V shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct.
3. Consultant shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use by Indemnitee of any documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance of this Agreement.
4. Nothing in this Agreement, including the provisions of this Article V, shall constitute a waiver or limitation of any rights which Indemnitee may ha...
Indemnification and Insurance. 2.1 The Company shall, to the maximum extent permitted by Applicable Law, indemnify, defend and hold harmless the LLCP Representative, any LLCP representatives participating in the Operating Committee, LLCP and the employees, partners, principals, agents, attorneys, accountants, representatives and Affiliates of LLCP (including LLCP Inc.) (individually, an "LLCP Party" and, collectively, the "LLCP Parties"), from and against all costs, expenses, liabilities, claims, judgments, damages and losses, including all attorneys' fees and the cost of preparation and investigation, incurred in connection with any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (collectively, "Liabilities and Costs"), arising out of or in any way related to the fact that any LLCP Party is or was a director, officer, employee, consultant or other agent of the Company or any subsidiary of the Company, is or was serving on the Operating Committee, is or was serving as an observer of the Board, or is or was serving at the request of the Company as a director, officer, employee, trustee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise.
2.2 Upon request by any LLCP Party, the Company shall advance (within five (5) Business Days of such request) any and all expenses, including any and all attorneys' fees and the cost of any investigation and preparation incurred in connection with any matter for which such LLCP Party is or may be entitled to indemnification hereunder; provided, however, that if and to the extent that a court of competent jurisdiction finally determines that such LLCP Party is not permitted to be indemnified with respect to such matter under Applicable Law, the Company shall be entitled to be reimbursed for any expenses so advanced. The Company shall also indemnify each LLCP Party from and against any and all Liabilities and Costs incurred in connection with any claim or action brought to enforce such LLCP Party's rights under this Section 2, or under Applicable Law or the Company's charter or bylaws now or hereafter in effect relating to indemnification, or for recovery under directors' and officers' liability insurance policies maintained by the Company, regardless of whether such LLCP Party is ultimately determined to be entitled to such indemnification or insurance recovery, as the case may be. If, for any reason, the foregoing indemnifi...
Indemnification and Insurance. 6 A. CONTRACTOR agrees to indemnify and hold COUNTY, its elected and appointed officials, 7 officers, directors, employees, agents and those special districts and agencies for which COUNTY’s 8 Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless from any 9 claims, liabilities, obligations, judgments, causes of actions, costs and expenses (including reasonable 10 attorneys’ fees) (together, “claims”) which are asserted against COUNTY arising out of or resulting from 11 CONTRACTOR’s performance under this Agreement, where such claims are caused by the negligence, 12 recklessness, or willful misconduct of CONTRACTOR, its officers, employees or agents, except that 13 CONTRACTOR shall not be obligated to indemnify COUNTY or COUNTY INDEMNITEES to the 14 extent that the claims arose from COUNTY’s failure to use the CONTRACTOR’S system in accordance 15 with the Documentation or applicable standards of good clinical practice. CONTRACTOR shall defend 16 against and negotiate for settlement and compromise of the same only upon approval of counsel proposed 17 by CONTRACTOR, which approval shall not unreasonably be withheld or delayed, and provided that 18 any settlement or compromise shall provide for a full release of COUNTY. Notwithstanding the 19 foregoing, CONTRACTOR’S obligation under Subparagraph X, below, shall apply to all third party 20 intellectual property infringement claims, liabilities obligations, judgments, causes of actions, costs and 22 the use of the System by COUNTY regardless of CONTRACTOR’S, or its officers’, employees’ or 23 agents’, negligence or misconduct. If judgment is entered against CONTRACTOR and COUNTY by a 24 court of competent jurisdiction because of the concurrent active negligence, recklessness, or willful 25 misconduct of COUNTY or COUNTY INDEMNITEES, CONTRACTOR and COUNTY agree that 26 liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
27 B. COUNTY agrees to indemnify, defend and hold CONTRACTOR, its officers, employees, 28 agents, directors, members, shareholders and/or affiliates harmless from any claims, liabilities, 29 obligations, judgments, causes of actions, costs and expenses (including reasonable attorney’s fees) 30 (together “claims”) which are asserted against CONTRACTOR arising out of the use of the System by 31 COUNTY (except for claims that fall within the scope of Subparagraph X. below) or resulting from 32 COUNTY’s performance unde...
Indemnification and Insurance. 30 SECTION 6.06
