Indemnification Arrangement Sample Clauses
Indemnification Arrangement. In the event the Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, to the fullest extent permitted by the TBOC or other applicable law as the same may exist or be hereinafter amended (by statute or judicial decision) (but in the case of any such amendment, with respect to matters occurring before such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), the Company shall, subject to and in accordance with the provisions of Section 6, indemnify and hold harmless the Indemnitee against any and all Expenses of such Proceeding as soon as practicable but in any event no later than (a) in the case of an initial written request for indemnification in connection with a Proceeding, five days after a determination has been made, or is deemed to have been made, that the Indemnitee is entitled to indemnification and (b) in the case of a written request for indemnification made pursuant to Section 5 in connection with a Proceeding for which a determination has been made that the Indemnitee is entitled to indemnification in connection with such Proceeding, five days after such written request.
Indemnification Arrangement. The Company and the Executive acknowledge that they have entered into that certain Indemnification Agreement dated as of March 11, 1996, and they hereby reaffirm and readopt all the terms and conditions of that Indemnification Agreement as if it was completely restated herein.
Indemnification Arrangement. In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claim if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal Claim, had no reasonable cause to believe Indemnitee's conduct was unlawful. If so requested by Indemnitee, the Company shall advance (within ten (10) business days of such request) any and all Expenses to Indemnitee (an "Expense Advance").
Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent authorized by the Bylaws as in effect on the date hereof notwithstanding that such Bylaws may subsequently be amended, repealed or otherwise changed in any respect, as soon as practicable but in any event no later than thirty days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claim. Notwithstanding anything in this Agreement to the contrary, prior to a Change in Control, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Claim. If so requested by Indemnitee, the Company shall advance (within two business days of such request) any and all Expenses to Indemnitee (an "Expense Advance"). The Indemnitee shall qualify for such Expense Advance upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to repay the amounts paid (without interest) by the Company pursuant to this Section 2, if and only to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. No other form of undertaking shall be required other than the execution of this Agreement.
(b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted...
Indemnification Arrangement. The Company agrees to enter into a separate indemnification arrangement with Employee to provide indemnification against expenses (including reasonable fees and expenses of counsel) and liabilities (including judgments, fines, excise taxes, penalties and amounts paid in settlement), to the extent permitted by law, incurred by Employee in connection with actual or threatened litigation or in connection with any administrative agency claim, charge or complaint in which Employee is a party or potential party by reason of his employment with the Company. Such agreement to include the advancement of expenses, provided the Employee agrees to repay such expenses if, it is finally adjudicated that Employee is not entitled to such expenses.
Indemnification Arrangement. (a) Indemnitors, jointly and severally, hereby irrevocably and unconditionally agree to indemnify and hold harmless Indemnitees, and each of them, to the fullest extent permitted by law, from and against any and all claims, losses, costs, liabilities, damages, demands and expenses, judgments, interest, fines, penalties, amounts paid in settlement, assessments, payments and/or other obligations of Indemnitees, or any of them, under or in respect of any of the Parent Guarantees, including without limitation attorneys’ fees and other costs, expenses and obligations paid or incurred in connection with investigating, defending or preparing to defend any such matter, from and after the date of this Agreement.
(b) Upon default hereunder, Indemnitors, jointly and severally, irrevocably and unconditionally, further agree to pay all attorneys’ fees incurred or paid in the enforcement of this Agreement.
(c) Subject to Section 2(a) above, this Agreement shall be unlimited as to amount and duration.
Indemnification Arrangement. In 2001, in connection with the transfer of interests in our general partner, Vulcan Energy (as successor in interest to the owner of our former general partner) agreed to indemnify us for (i) any claims relating to securities laws or regulations in connection with the upstream or midstream businesses, based on acts or omissions, or alleged acts or omissions, occurring on or prior to June 8, 2001, or (ii) any claims relating to the operation of the upstream business, whenever arising. In addition, we agreed to indemnify Vulcan Energy for any claims relating to the operation of the midstream business, whenever arising.
Indemnification Arrangement. Capitalized terms used in subsection (a) are defined in subsections (b) and (c)