Indemnification by Employer. The Employers hereby agree to indemnify all Plan fiduciaries against any and all liabilities resulting from any action or inaction, (including a Plan termination in which the Company fails to apply for a favorable determination from the Internal Revenue Service with respect to the qualification of the Plan upon its termination), in relation to the Plan or Trust (1) including (without limitation) expenses reasonably incurred in the defense of any claim relating to the Plan or its assets, and amounts paid in any settlement relating to the Plan or its assets, but (2) excluding liability resulting from actions or inactions made in bad faith, or resulting from the negligence or willful misconduct of the Trustee. The Company shall have the right, but not the obligation, to conduct the defense of any action to which this Section applies. The Plan fiduciaries are not entitled to indemnity from the Plan assets relating to any such action.
Indemnification by Employer. The Employer shall indemnify and save harmless the Trustee from and against any and all liability to which the Trustee may be subjected by reason of any act or conduct (except willful misconduct or negligence) in its capacity as Trustee, including all expenses reasonably incurred in its defense.
Indemnification by Employer. Employer shall, to the maximum extent --------------------------- permitted by law, indemnify and hold Executive harmless against expenses, including reasonable attorneys' fees, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with a proceeding arising by reason of Executive's employment by Employer or any of its direct or indirect subsidiaries. Employer shall advance to Executive any expenses incurred in defending such proceeding to the maximum extent permitted by law.
Indemnification by Employer. The Employer shall indemnify and save harmless the Trustee, and all affiliates, employees, agents and sub-contractors of the Trustee, from and against any and all liability or expense (including reasonable attorneys’ fees) to which the Trustee, or such other individuals or entities, may be subjected by reason of any act or conduct being taken in the performance of any Plan-related duties, including those described in this Trust Agreement and the Service Agreement, unless such liability or expense results from the Trustee’s, or such other individuals’ or entities’, negligence or willful misconduct.
Indemnification by Employer. Employer shall indemnify Employee to the fullest extent permitted under the laws of the jurisdiction in which Employer has its principal place of business, in connection with any proceeding which may give rise to Employer's obligation to indemnify Employee pursuant to such laws.
Indemnification by Employer. To the extent authorized by law, the Employer shall indemnify, hold harmless and defend the University, its officers, agents and employees against any and all claims and liability for workers’ compensation benefits by students employed by Employer which arise within the course and scope of the students employment for Employer, and against all liability, claims, losses, demands or actions for injury to or death of persons or damage to property arising out of or in consequence of this Agreement provided such liability, claims, losses, demands or actions for injury to or death of persons or damage to property are due to the acts or omissions of the Employer, its officers, agents, or employees in the performance of this Agreement.
Indemnification by Employer. To the extent permitted by applicable law, Employer shall indemnify Executive as provided in its Articles of Incorporation and Bylaws as of the date of this Agreement.
Indemnification by Employer. The Employer shall indemnify and save --------------------------- harmless the Trustee from and against any and all liability to which the Trustee may be subjected by reason of any act or conduct (except willful misconduct or negligence) in its capacity as Trustee, including all expenses reasonably incurred in its defense.
Indemnification by Employer. Employer shall, to the maximum extent permitted by law, indemnify and hold Executive [Wilsxx] harmless against expenses, including reasonable attorney's fees judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of Executive's employment by Employer. Employer shall advance to Executive any expense incurred in defending any such proceeding to the maximum extent permitted by law."
Indemnification by Employer. Pursuant to the terms of Section --------------------------- 545.121 of the OTS Rules and Regulations ("Section 545.121"). Employer agrees to indemnify, defend and hold harmless, Employee, from and against (a) the amount of any judgment for which Employee becomes liable as a result of any Action (as defined in Section 545.121) brought against Employee in his capacity as an officer or director of Employer, and (b) if he attains a favorable judgment in such Action, reasonable costs and expenses, including reasonable attorneys' fees, actually paid or incurred by Employee in defending or settling such Action, or in enforcing his rights under Section 545.121; provided however, that Employer shall have no obligation to indemnify Employee hereunder unless (a) Final Judgment (as defined in Section 545.121) on the merits is in Employee's favor; or (b) in the case of Settlement (as defined in Section 545.121), Final Judgment against him, or Final Judgment in his favor other than on the merits, the disinterested directors of Employer determine that Employee was acting in good faith within the scope of his employment or authority as he could reasonably have perceived it under the circumstances and for a purpose he could reasonably have believed under the circumstances was in the best interests of Employer. If the disinterested directors of Employer reasonably conclude that, in connection with an Action, Employee may be entitled to indemnification, the directors shall authorize Employer to advance to Employee reasonable costs and expenses, including reasonable attorneys' fees, arising from the defense or settlement of such Action, subject to an undertaking by Employee to repay such amounts in the event of a final nonappealable determination that Employee is not entitled to indemnification, and the provisions of this Section 8.
