Indemnification by Executive. Executive shall indemnify Employer for any and all damages, costs and expenses resulting from any material harm to Employer, its business, assets or employees through an act of dishonesty, material conflict of interest, gross misconduct or willful malfeasance by Executive. Executive also shall indemnify Employer for any and all damages, costs and expenses resulting from Executive's acts of omission constituting reckless disregard of Executive's duties to Employer following notice thereof by Employer after it becomes aware of such conduct and Executive's failure to so cure within thirty (30) days.
Indemnification by Executive. Executive agrees to indemnify and hold harmless Investors against any and all losses, liabilities, damages, judgments, fines, fees or expenses, including, without limitation, attorneys' fees (for purposes of this Section 10.5, hereinafter "Losses"), incurred in connection with any failure to withhold amounts relating to the Units acquired herein by the Management Investors. In the event there is a determination within the meaning of Section 1313 of the Internal Revenue Code of 1986, as amended, that Investors properly failed to withhold amounts relating to the Units acquired herein by Executive, Executive shall provide Investors with a Form 4669 or other suitable evidence of payment of taxes (which will include a cancelled check or a copy of the relevant signed tax return) with respect to the receipt of any distributions relating to the Units acquired herein by Executive. To the extent either Investors and/or any of its affiliates is entitled to any tax deduction with respect to the issuance of Units, (i) Investors shall specially allocate such deduction to the Executive and/or (ii) Holdings shall pay, or cause any affiliate to pay, as the case may be, Executive an amount equal to 40% of such deduction, such amount to be grossed up to reflect any additional deduction to Holdings and/or any of its affiliates (as the case may be) provided that if any Cash Deferral Condition exists at the time such payment is required, such payment shall be deferred until no such Cash Deferral Condition exists. Each of Executive and Investors shall notify the other (in a manner described in Section 10.10 of this Agreement) within 20 days of first receiving notice of an audit or other proceeding being conducted by the Internal Revenue Service or any state or local taxing authority relating to the Units acquired herein by the Management Investors, and both Executive and Investors shall assist each other during the course of such audit or other proceeding to the extent that such assistance is reasonably requested.
Indemnification by Executive. Executive agrees to indemnify and hold harmless Dairy Holdings against any and all losses, liabilities, damages, judgments, fines, fees or expenses, including, without limitation, attorneys' fees (for purposes of this Section 10.5, hereinafter "Losses"), incurred in connection with any failure to withhold amounts relating to the Units acquired herein by
Indemnification by Executive. Executive agrees to indemnify and hold harmless the Company against any and all losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and costs), judgments and settlements of amounts paid in connection with any threatened, pending or completed action, suit, claim, proceeding or investigation arising out of or pertaining to: (1) unlawful intentional acts committed by Executive in the conduct of the Company’s business; (2) any willful gross negligence committed by Executive other than in the conduct of the Company’s business; and (3) any tax deductions Executive may claim for expenses incurred or claim to have been incurred in connection with Executive’s duties hereunder.
Indemnification by Executive. Executive agrees to indemnify and hold harmless the Company against any and all taxes due or paid by Parent or its subsidiaries incurred in connection with any failure to withhold amounts relating to the Units acquired herein by the Management Investors. Each of Executive and the Company shall notify the other (in a manner described in Section 7.10 of this Agreement) within 20 days of first receiving notice of an audit or other proceeding being conducted by the Internal Revenue Service or any state or local taxing authority relating to the Units acquired herein by the Management Investors, and both Executive and the Company shall assist each other during the course of such audit or other proceeding to the extent that such assistance is reasonably requested.
Indemnification by Executive. Executive agrees to indemnify and hold harmless Investors against any and all losses, liabilities, damages, judgments, fines, fees or expenses, including, without limitation, attorneys’ fees (for purposes of this Section 7.5, hereinafter “Losses”), incurred in connection with any failure to withhold amounts relating to the Units acquired herein. In the event there is a determination within the meaning of Section 1313 of the Internal Revenue Code of 1986, as amended, that Investors properly failed to withhold amounts relating to the Units acquired herein by Executive, Executive shall provide Investors with a Form 4669 or other suitable evidence of payment of taxes (which will include a cancelled check or a copy of the relevant signed tax return) with respect to the receipt of any distributions relating to the Units acquired herein by Executive.
Indemnification by Executive. Executive shall indemnify and hold the Company harmless from all liability for loss, damage, or injury to persons or property resulting from the negligence or misconduct of Executive.
Indemnification by Executive. Executive agrees to indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall have signed any registration statement covering Registrable Securities held by Executive, to the same extent as the foregoing indemnity from the Company to Executive in SECTION 4.10, but only with respect to statements or omissions, if any, made in any registration statement, preliminary prospectus, or final prospectus (as from time to time amended and supplemented), or any amendment or supplement thereto, or in any application, in reliance upon and in conformity with written information furnished to the Company with respect to Executive by or on behalf of Executive, for inclusion in any such registration statement, preliminary prospectus, or final prospectus, or any amendment or supplement thereto, or in any application, as the case may be. If any action shall be brought against the Company or any other person so indemnified based on any such registration statement, preliminary prospectus, or final prospectus or any amendment or supplement thereto, or in any application, and in respect of which indemnity may be sought against Executive pursuant to this SECTION 4.11, Executive shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to Executive, by the provisions of SECTION 4.10.
Indemnification by Executive. Executive shall indemnify the Company for any and all damages, costs and expenses resulting from any of his acts or omissions that cause harm to the Company, its business or its reputation if and to the extent that Employer is not required to indemnify Executive therefor pursuant to Section 16(a).
Indemnification by Executive. Executive agrees to indemnify and hold harmless the Company and its Subsidiaries and Affiliates against any and all Taxes arising in connection with any failure to withhold Taxes in respect of the grant, transfer or vesting of the Units acquired by the Executive hereunder or pursuant to the Unit Purchase Agreement. Each of Executive, on the one hand, and the Company and its Subsidiaries and Affiliates, on the other hand, shall notify the other (in a manner described in Section 8.11 of this Agreement) within 20 days of first receiving notice of an audit or other proceeding being conducted by the Internal Revenue Service or any state or local taxing authority relating to the Class B Units and Class C Units acquired herein by the Executive or the Class A Units acquired by Executive pursuant to the Unit Purchase Agreement, and each of the Executive, the Company and its Subsidiaries and Affiliates shall assist each other during the course of such audit or other proceeding to the extent that such assistance is reasonably requested.
