INDEMNIFICATION AND LIABILITY COVERAGE Sample Clauses

INDEMNIFICATION AND LIABILITY COVERAGE. For the period of Executive's employment and for five years after the termination of Executive's employment, the Executive shall be entitled to be covered by, and after termination of employment shall remain covered by the indemnification rights and the liability insurance coverage in effect from time to time during Executive's employment or in effect at the time of Executive's termination, as the case may be. The Company will use its best efforts to insure that such indemnification and liability coverage shall at all times be as favorable to Executive in terms of coverage amounts and coverage terms as the coverage which exists at Health International, Inc. on the date that the Company was acquired by the Company, provided that if such insurance coverage is not available at rates reasonably correspondent to the rates charged at the time of the acquisition (adjusted for inflation), the Company shall be obligated only to buy such coverage as is available for such rates and can be commercially obtained.
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INDEMNIFICATION AND LIABILITY COVERAGE. COORS will indemnify, defend, and hold harmless the CLIENT, its agents and employees, officers and directors against all claims, including reasonable attorneys’ fees, and losses occasioned by COORS or its agents, employees, officers or director’s failure to perform in accordance with the terms of this Agreement to the full extent permitted by law. Subject to a specific appropriation by the Assembly for this purpose, the Municipality agrees to indemnify COORS for work properly performed under this agreement. All parties to this agreement recognize and agree the Municipality has no appropriation currently available to it to indemnify COORS under this provision and that enactment of an appropriation in the future to fund a payment under this provision remains in the sole discretion of the Assembly, and the Assembly’s failure to make such an appropriation creates no further liability or obligation of the Clinic or the Municipality to COORS.
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INDEMNIFICATION AND LIABILITY COVERAGE. The Employer agrees to indemnify and defend any employee from actions arising out of the lawful performance of the employee’s official and/or assigned duties in accordance with applicable law.
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INDEMNIFICATION AND LIABILITY COVERAGE. Commented [BB3]: Under the Federal Torts Claims Act, we cannot agree to defend and indemnify a third party and we cannot agree to provide insurance coverage because the FTCA will not cover third party contractors. The Municipality does not have malpractice coverage for the Clinic. I don’t know if APEI would agree to cover the Interim Director from a third party vendor at the Clinic under the Municipality’s general liablity policy—but APEI does not have malpractice coverage. We may need to talk to the US Attorney about this to see if it is workable; or maybe talk to another HRSA clinic in Alaska, such as Xxxxxx, to see if they have been in this situation. As an additional issue, the Municipality cannot agree to contractually defend and indemnify a third party either under Alaska law, which is an issue we deal with in nearly every contract or agreement. We do have a substitute provision we use. COORS will indemnify, defend and hold harmless the CLIENT, its agents and employees, officers and directors against all claims, including reasonable attorneys’ fees, and losses occasioned by COORS or its agents, employees, officers or director’s failure to perform in accordance with the terms of this Agreement to the full extent permitted by law.
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INDEMNIFICATION AND LIABILITY COVERAGE 
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Related to INDEMNIFICATION AND LIABILITY COVERAGE

  • Indemnification and Liability Insurance The Subdivider hereby agrees to hold the City of Avon, its officers, directors, agents and employees harmless and to indemnify them against all claims, expenses and liability as a result of loss or injury arising out of the clearing of land or construction of the Subdivision and public improvements. Prior to the commencement of any construction on the Subdivision site, Subdivider agrees to provide the City with proof of One Million ($1,000,000.00) Dollars liability insurance protecting the City from liability arising out of the development of the Subdivision and public improvements. Subdivider shall not allow this insurance to expire earlier than the effective period of any maintenance bond, and shall provide a copy of the insurance policy to remain, at all times, with the Director of Finance of the City.

  • Indemnification and Liability A. Neither the Contractor, OSC, nor the State shall be liable for any delay or failure in performance beyond its control resulting from acts of war, hostility or sabotage; act of God; electrical, internet or telecommunications outage that is not caused by the obligated party; or government restrictions, or other force majeure. The parties shall use reasonable efforts to eliminate or minimize the effect of such force majeure events upon performance of their respective duties under this Agreement. If such event continues for more than 90 days, either party may terminate all or any agreed upon portion of the Agreement immediately upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures, or OSC’s obligation to pay for Services provided by the Contractor which have been approved by OSC.

  • Indemnification and D&O Insurance Executive will be provided indemnification to the maximum extent permitted by the Company’s and its subsidiaries’ and affiliates’ Articles of Incorporation or Bylaws, including, if applicable, any directors and officers insurance policies, with such indemnification to be on terms determined by the Board or any of its committees, but on terms no less favorable than provided to any other Company executive officer or director and subject to the terms of any separate written indemnification agreement.

  • Indemnification and Limitation of Liability (a) To the fullest extent that limitations on the liability of Trustees and officers are permitted by the DSTA, the officers and Trustees shall not be responsible or liable in any event for any act or omission of: any agent or employee of the Trust; any Investment Adviser or Principal Underwriter of the Trust; or with respect to each Trustee and officer, the act or omission of any other Trustee or officer, respectively. The Trust, out of the Trust Property, shall indemnify and hold harmless each and every officer and Trustee from and against any and all claims and demands whatsoever arising out of or related to such officer’s or Trustee’s performance of his or her duties as an officer or Trustee of the Trust. This limitation on liability applies to events occurring at the time a Person serves as a Trustee or officer of the Trust whether or not such Person is a Trustee or officer at the time of any proceeding in which liability is asserted. Nothing herein contained shall indemnify, hold harmless or protect any officer or Trustee from or against any liability to the Trust or any Shareholder to which such Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Person’s office.

  • Indemnification Liability a. To the fullest extent permitted by law, Contractor agrees to defend, indemnify, and hold the City, its officers, agents, and employees, harmless from and against any and all liabilities, demands, claims, suits, losses, damages, causes of action, fines or judgments, including costs, attorneys’, witnesses’, and expert witnesses’ fees, and expenses incident thereto, relating to, arising out of, or resulting from: (i) the services provided by Contractor personnel under this Agreement; (ii) any negligent acts, errors, mistakes or omissions by Contractor or Contractor personnel; and (iii) Contractor or Contractor personnel’s failure to comply with or fulfill the obligations established by this Agreement.

  • Indemnification; Liability Insurance The Company and Executive shall enter into the Company’s standard form of indemnification agreement governing his conduct as an officer and director of the Company.

  • Indemnification of the Company Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to the several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, the Registration Statement, or the Prospectus, or any amendment or supplement thereto, or in any Application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of the Underwriter expressly for use in such Preliminary Prospectus, the Registration Statement, or the Prospectus, or any amendment or supplement thereto or in any such Application, which furnished written information, it is expressly agreed, consists solely of the information described in the last sentence of Section 2.3.1. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, or the Prospectus, or any amendment or supplement thereto or any Application, and in respect of which indemnity may be sought against any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the several Underwriters by the provisions of Section 5.1.2.

  • Indemnification, Exculpation and Insurance (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Company to, indemnify and hold harmless each individual who is as of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of its subsidiaries or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company or any of its subsidiaries as a director or officer of another person (the “Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of or pertaining to the fact that the Indemnified Party is or was an officer or director of the Company or any of its subsidiaries or is or was serving at the request of the Company or any of its subsidiaries as a director or officer of another person or in respect of any acts or omissions in their capacities as such directors of officers occurring prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the same extent as such Indemnified Parties are indemnified as of the date of this Agreement by the Company pursuant to the Company Bye-Laws or the governing or organizational documents of any subsidiary of the Company and any indemnification agreements in existence as of the date of this Agreement. In the event of any such claim, action, suit or proceeding, (i) each Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Company or Parent to the same extent as such Indemnified Parties are entitled to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company Bye-Laws, the governing or organizational documents of any subsidiary of the Company and any indemnification agreements in existence as of the date of this Agreement; provided that any person to whom expenses are advanced provides an undertaking, if and only to the extent required by Applicable Law, the Company Bye-laws, and any indemnification agreements in existence as of the date of this Agreement, to repay such advances if it is ultimately determined that such person is not entitled to indemnification and (ii) Parent shall, and shall cause its subsidiaries to, cooperate in the defense of any such matter. In the event that Parent or the Surviving Company or any of their respective successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, Parent and/or the Surviving Company, as applicable, shall cause proper provision to be made so that the successors and assigns of Parent and/or the Surviving Company, as applicable, assume the obligations set forth in this Section 6.4.

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