Indemnification and Procedures. Each party (the “Indemnitor”) will defend the other party (the “Indemnitee”) from and against any Claim brought by a third party arising from or relating to any injuries to persons or tangible property caused by the gross negligence or willful misconduct of its own employees in connection with the performance or receipt of Services. Indemnitor will indemnify and hold Indemnitee harmless against Losses relating to such Claims. Indemnitee must give Indemnitor prompt written notice of, and reasonable assistance in defending, any Claim subject to indemnification; provided, however, that failure to do so will not relieve Indemnitor from its obligations except to the extent Indemnitor is materially prejudiced by such failure. Indemnitor will have sole control of the defense and settlement of the Claim. However, Indemnitor will not have the right to settle, consent to entry of any judgment in or otherwise terminate any Claim without the prior written consent of Indemnitee, which consent will not to be unreasonably withheld or delayed, unless the proposed resolution includes a release of Indemnitee and does not include any obligations for Indemnitee to pay money or to take or refrain from taking any action.
Indemnification and Procedures. 49 13.1. Indemnification.....................................................................49 13.2. Indemnification Procedures..........................................................51 13.3. Claims Limitations; Exclusive Remedies..............................................53 13.4. Tax Indemnification.................................................................54
Indemnification and Procedures. The Company agrees that if the Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the fact that he is or was a director, officer or employee of the Company or is or was serving at the request of the Company as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including services with respect to employee benefits plans, whether or not the basis of such Proceeding is the Executive's alleged action in an official capacity while serving as a director, officer, employee or agent, the Executive shall be indemnified and held harmless by the Company to the fullest extent legally permitted or authorized by the Company's certificate of incorporation or bylaws or resolutions of the Board or, if greater, by the laws of the Company's state of incorporation against all cost, expense, liability and loss (including without limitation, attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if he has ceased to be a director, member, employee or agent of the Company or other entity and shall inure to the benefit of the Executive's heirs, executors and administrators. The Company shall advance the Executive all reasonable costs and expenses incurred by him in connection with a Proceeding within twenty (20) days after receipt by the Company of a written request for such advance. Such request shall include an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses.
Indemnification and Procedures
