INDEMNIFICATION; ATTORNEYS' FEES. The Company shall pay or indemnify the Executive to the full extent permitted by law and the by-laws of the Company for all expenses, costs, liabilities and legal fees which the Executive may incur in the discharge of his duties hereunder. The Company also agrees to pay, as incurred, to the fullest extent permitted by law, or indemnify Executive if such payment is not legally permitted, for all legal fees and expenses that the Executive may in good faith incur as a result of any contest (regardless of the outcome) by the Company, the Executive or others of the validity or enforceability of or liability under, or otherwise involving, any provision of this Agreement, together with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code.
INDEMNIFICATION; ATTORNEYS' FEES. Stockholder agrees to defend, protect, indemnify and hold harmless Merger Partner, Public Company, and their
INDEMNIFICATION; ATTORNEYS' FEES. Seller agrees to indemnify Buyer and hold Buyer harmless from any loss, liability, damage, cost, or expense73 (including reasonable attorneys’ fees) to the extent arising out of any claim or suit that may be brought or made against Buyer by reason of any use by Seller of the Licensed Intellectual Property or otherwise in connection with this License Agreement.74 Moreover, upon receipt of notice by 71 This provision is drafted broadly in light of the unusual circumstances of this license. Accordingly, the first sentence of the provision reminds the reader of those circumstances. See XXXXX, supra note 70, at 217-25.
INDEMNIFICATION; ATTORNEYS' FEES. Subject to the limitations of Article 10, each Party agrees to indemnify and hold harmless the other and their respective Affiliates and their respective directors, officers, employees, from losses, damages and liabilities to the extent arising out of or based upon a breach by such Party of this Agreement. In the event of any suits and actions with respect to this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees and other costs and expenses incurred in resolving such dispute.
INDEMNIFICATION; ATTORNEYS' FEES. The ________________________________ Company shall indemnify the Executive to the full extent authorized by law and the Charter and By-Laws of the Company, as applicable, for all expenses, costs, liabilities and legal fees which the Executive may incur in the discharge or course of his duties hereunder. The Executive shall be insured under the Company's Directors' and Officers' Liability Insurance Policy as in effect from time to time. The Executive shall be deemed a third party beneficiary with respect to Section 7.6 of the Merger Agreement and, as such, shall have the right to enforce such provisions as if he were party to the Merger Agreement. In connection with any dispute or proceeding arising under this Agreement where the Executive is ultimately the substantially prevailing party, the Company shall promptly reimburse Executive for all costs, including without limitation the reasonable attorneys' fees of any attorney of the Executive's choosing, incurred by the Executive in any such dispute or proceeding arising under this Agreement. Any termination of the Executive's employment or of this Agreement shall have no effect on the continuing operation of this Section 11.
INDEMNIFICATION; ATTORNEYS' FEES. The Company hereby agrees to indemnify, defend and hold harmless the Guarantor from and against any and all claims, liabilities, payments, costs and expenses incurred by the Guarantor arising out of or related to the Guaranty. Without limiting the foregoing, the Company shall indemnify the Guarantor from and against any amounts paid by Guarantor to Lender pursuant to the Guaranty and the Company shall reimburse Guarantor, on demand, for all attorneys fees and other costs incurred in connection with the Guaranty or this Agreement.
INDEMNIFICATION; ATTORNEYS' FEES. Notwithstanding anything in this Agreement to the contrary, you shall continue to be covered, to the full extent provided by applicable law and as applicable under all relevant provisions, by the indemnification provisions set forth in the Company’s Bylaws and Certificate of Incorporation, each as in effect on the date hereof, and by any directors and officers insurance policies held by the Company. All attorneys fees incurred by you in connection with the subject matter of this Agreement shall be advanced and paid in full by the Company.
INDEMNIFICATION; ATTORNEYS' FEES. Stockholder agrees to defend, protect, indemnify and hold harmless Merger Partner, Public Company, and their respective affiliates, parents, directors, officers, employees, representatives and agents, and each of them, for, from and against any and all Losses (as defined below), including third party claims, arising out of, caused by, relating to, resulting from or in connection with, a breach by Stockholder of the terms of this Agreement. “Loss” means any liability, claim, demand, damage, loss, fine, penalty, cause of action, suit or cost, of any kind or description, including, but not limited to, judgments, liens, expenses (including, but not limited to, court costs and attorneys’ fees) and amounts agreed upon in settlement.
INDEMNIFICATION; ATTORNEYS' FEES. MCCO shall indemnify, defend and hold harmless OPUD and its officers, officials, employees and agents from and against any and all liability, loss, damage, expense, and costs, including without limitation costs and fees of litigation, of every nature and kind arising out of or in connection with the MCCO's performance or work hereunder or its failure to comply with any of its obligations contained in this Agreement, except such loss or damage that is caused by the intentional misconduct of OPUD, its employees, agents or contractors. This indemnification includes any and all costs and expenses for attorneys’ and consultants’ fees in litigation, mediation and arbitration. If suit is brought by either party to this Agreement to enforce any of its terms, the prevailing party shall be entitled to recover their reasonable attorney’s fees and costs.
INDEMNIFICATION; ATTORNEYS' FEES. The AAMCCO shall indemnify, defend and hold harmless OPUD and its officers, officials, employees and agents from and against any and all liability, loss, damage, expense, and costs, including without limitation costs and fees of litigation, of every nature and kind arising out of or in connection with the AAMCCO's performance or work hereunder or its failure to comply with any of its obligations contained in this Agreement, except such loss or damage that is caused by the intentional misconduct of OPUD, its employees, agents or contractors. This indemnification includes any and all costs and expenses for attorneys’ and consultants’ fees in litigation, mediation and arbitration. If suit is brought by either party to this Agreement to enforce any of its terms, the prevailing party shall be entitled to recover their reasonable attorney’s fees and costs.
