Indemnification and Related Matters. Section 8.01
Indemnification and Related Matters. (a) Except as otherwise required by law, none of the General Partner, the Investment Manager, or any of their respective Affiliated Persons, directors, officers, employees, shareholders, managers, members, assigns, representatives or agents (each, an "Indemnified Person" and, collectively, the "Indemnified Persons") shall be liable, responsible or accountable in damages or otherwise to the Company, any Partner or any other Person for any loss, liability, damage, settlement cost, or other expense (including reasonable attorneys' fees) incurred by reason of any act or omission or any alleged act or omission performed or omitted by such Indemnified Person (other than solely in such Indemnified Person's capacity as a Partner, if applicable) in connection with the establishment, management or operations of the Company or the management of its Assets except that the foregoing exculpation shall not extend to any act or failure to act constituting bad faith, willful misfeasance, gross negligence or reckless disregard of the Indemnified Person's duty to the Company or such Partner, as the case may be (such conduct, "Disabling Conduct").
(b) To the fullest extent permitted by applicable law, each of the Indemnified Persons shall be held harmless and indemnified by the Company (out of the Assets (including, without limitation, the Unfunded Commitments) and not out of the separate assets of any Partner) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and reasonable counsel fees reasonably incurred by such Indemnified Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which such Indemnified Person may be or may have been involved as a party or otherwise (other than as authorized by the Directors, as the plaintiff or complainant) or with which such Indemnified Person may be or may have been threatened, while acting in such Person's capacity as an Indemnified Person, except with respect to any matter as to which such Indemnified Person shall not have acted in good faith in the reasonable belief that such Person's action was in the best interest of the Company or, in the case of any criminal proceeding, as to which such Indemnified Person shall have had reasonable cause to believe that the conduct was unlawful, provided, however, that an Indemnified Person shall...
Indemnification and Related Matters. 27 8.1 Survival.......................................................27 8.2 Indemnification................................................28
Indemnification and Related Matters. 35 9.1 Survival................................................35 9.2 Indemnification.........................................35 ARTICLE X
Indemnification and Related Matters. (a) US Co agrees that all rights to indemnification existing in favor of the present or former directors and officers of Chauvco (as such) or any of the Chauvco Subsidiaries or present or former directors and officers (as such) of Chauvco or any of the Chauvco Subsidiaries serving or who served at Chauvco's or any of the Chauvco Subsidiaries' request as a director or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, as provided in Chauvco's charter or bylaws or similar documents of any of the Chauvco Subsidiaries in effect as of the date hereof with respect to matters occurring prior to the Effective Time, shall survive and shall continue in full force and effect and without modification for a period of not less than the statutes of limitations applicable to such matters.
(b) From and after the Effective Time, US Co shall and shall cause Chauvco to indemnify and hold harmless to the fullest extent permitted under the ABCA, each director and officer of US Co Sub, Chauvco or any Chauvco Subsidiary including, without limitation, officers and directors, serving on or prior to the date hereof against any costs and expenses (including reasonable attorney's fees on a solicitor and his own client basis), judgments, fines, losses, claims and damages and liabilities, and amounts paid in settlement thereof with the consent of the indemnifying party, in connection with any claim, action, suit, proceeding or investigation relating to any of the transactions contemplated hereby or the Arrangement. In the event of any such claim, action, suit, proceeding or investigation, US Co shall cause Chauvco to pay the reasonable fees and expenses of counsel in advance of the final disposition of any such claim, action, suit, proceeding or investigation to the fullest extent permitted by law subject to the limitations imposed by the ABCA. Without limiting the foregoing, in the event any such claim, action, suit, proceeding or investigation is brought against any indemnified parties, (i) the indemnified parties may retain counsel reasonably satisfactory to US Co and, subject to limitations imposed by the ABCA, Chauvco shall (or US Co shall cause Chauvco to) pay all reasonable fees and expenses of such counsel for the indemnified parties promptly as statements therefor are received; and (ii) US Co will use all reasonable efforts to assist in the defense of such matter; provided, however, that neither Chauvco nor US Co shall ...
Indemnification and Related Matters. 40 9.1 Survival; Absence of Other Representations....................40 9.2 Indemnification...............................................41 9.3
Indemnification and Related Matters. (a) ADNAS agrees to indemnify GP, any controlling person of GP and each of their respective partners, shareholders, directors, officers, employees, agents, affiliates and representatives (each, an "Indemnified Party") and hold each of them harmless against any actions, judgments, claims, losses, damages, expenses, liabilities, joint or several, to which any Indemnified Party may become liable, directly or indirectly, arising out of, or relating to, this Letter Agreement or the Engagement, including but not limited to reimbursement for all GP fees, costs, attorney's fees and disbursements and defense or other costs associated with any such actions, judgments or claims, unless and until it were to be finally adjudicated that such liabilities resulted from the gross negligence or willful misconduct of any Indemnified Party. XXXXX further agrees to reimburse each Indemnified Party immediately upon request for all expenses (including reasonable attorneys' fees and expenses) as they are incurred in connection with the investigation of, preparation for, defense of, or providing evidence in, any action, claim, suit proceeding or investigation, directly or indirectly, arising out of, or relating to, this Letter Agreement or GP's services hereunder, whether or not pending or threatened and whether or not any Indemnified Party is a party to such proceeding. XXXXX also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to ADNAS or any person asserting claims on behalf of or in right of ADNAS, directly or indirectly, arising out of, or relating to, this Letter Agreement or GP's services thereunder, unless it is finally judicially determined that such liability resulted from the gross negligence or willful misconduct of such Indemnified Party. Moreover, in no event, regardless of the legal theory advanced, shall any Indemnified Party be liable for any consequential, indirect, incidental or special damages of any nature. In no event shall the Indemnified Parties' liability (whether direct, indirect, contract or otherwise) directly or indirectly relating to or in connection with this Letter Agreement exceed the advisory fees received by GP during the months that any such liability of the Indemnified Parties arose. In the event that an indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against ADNAS or any affiliate of ADNAS in which such Indemni...
Indemnification and Related Matters. 9.1 Survival. Subject to Section 9.2(c), all representations, warranties, covenants and agreements set forth in this Agreement or in any writing delivered in connection with this Agreement will survive the Closing Date and the consummation of the transactions contemplated hereby and will not be affected by any examination made for or on behalf of the Purchaser or Dutch Gold, the Knowledge of any of its officers, directors, stockholders, employees or agents, or the acceptance of any certificate or other writing.
Indemnification and Related Matters. 42 9.1. By the Company........................................................................ 42 9.2. By the Purchaser...................................................................... 43 9.3. Survival of Representations, Warranties and Covenants; Limitation on Indemnification.. 43
Indemnification and Related Matters. 31 Section 9.1 Indemnification by Parent..................................................................31 Section 9.2 Survival...................................................................................32 Section 9.3
