Indemnification; Cooperation. (a) Throughout all applicable limitation periods, the Company shall continue to provide Executive (including his heirs, personal representatives, executors and administrators), with such coverage as shall be generally available to senior officers of the Employer under the Employer’s then-current directors’ and officers’ liability insurance policy, at the Company’s expense, with respect to periods prior to and including the Agreement Date.
Indemnification; Cooperation. In the event that Employee is named as an individual under investigation or named as a party in any litigation arising out of Employee’s employment with Employer, Employer shall, to the fullest extent permitted or required by Sections 180.0850 to 180.0859, inclusive, of the Wisconsin Business Corporation Law, including any amendments thereto, and by any insurance policies purchased by Employer, indemnify Employee against any and all liabilities, and advance any and all reasonable expenses, incurred by Employee with regard to such proceeding. Employee agrees that he shall also fully cooperate with Employer in any investigation Employer may conduct or which may be conducted by a government agency or entity or in any litigation in which Employee or Company may become involved. Such cooperation shall include Employee’s making himself reasonably available for interviews by Employer or its counsel, depositions and/or court appearances upon Employer’s request. Employer shall attempt to schedule such cooperation at mutually convenient times and places. Employer shall reimburse Employee for reasonable expenses, such as telephone, travel, lodging and meal expenses, incurred by Employee at Employer’s request consistent with Employer’s generally applicable policies for employee expenses.
Indemnification; Cooperation. Employee shall be entitled to indemnification on the terms, subject to the conditions, and to the extent provided for in the Company’s Certificate of Incorporation, as amended and/or restated from time to time, and applicable law. In consideration of such indemnification and the other agreements and consideration contained in this Agreement, Employee agrees that Employee shall cooperate fully with the Company and/or its affiliates, if so requested, with respect to any internal or external investigation or inquiry as well as any issues, claims or litigation (whether or not currently pending) involving the Company and/or its affiliates or any of those entities’ employees, including providing information and assistance and being reasonably available for both pre-trial discovery and trial proceedings at no out-of-pocket cost to Employee. Employee further agrees to participate in any such investigation, inquiry, proceedings or action and to provide truthful and accurate testimony, documents, records and any other information requested at no out-of-pocket cost to Employee. In addition, Employee agrees to meet with attorneys or representatives of the Company, upon reasonable notice, in connection with any such investigation, inquiry, proceedings or action.
Indemnification; Cooperation. The Employer shall be solely responsible for FMLA compliance prior to the effective date of this Agreement and shall hold BASIC Benefits harmless for any action or failure to act in accordance with FMLA prior to such effective date. BASIC Benefits will indemnify, hold harmless, and defend the Employer from and against all liability, claims, actions, damages, losses, and expenses caused by the negligence, errors, omissions, recklessness, or intentional misconduct of BASIC Benefits in fulfillment or performance of the terms, conditions or covenants of this Agreement. BASIC Benefits shall not be responsible for any liability, claim, action, damage, loss, and expense caused by the Employer’s negligence, errors, omissions, recklessness, or intentional misconduct in fulfillment or performance of the terms, conditions, or covenants of this Agreement. If an employee files any type of claim, lawsuit or charge against the Employer and/or BASIC BENEFITS, alleging a violation(s) of law the Employer and BASIC Benefits will cooperate with the other's defense of such claim, lawsuit or charge. The Employer and BASIC Benefits will make available to each other upon request any and all documents that either party has in its possession that relate to any such claim, lawsuit or charge. This provision, however, shall not preclude the raising of cross claims or third party claims between the Employer and BASIC Benefits, if the circumstances justify such proceedings. The parties agree that this provision shall survive the termination of this Agreement.
Indemnification; Cooperation a. You acknowledge that your Account with Allovance and your use of the Platform and Service is based upon the truth of the promises, statements, and representations made by you in this Agreement. By signing this Agreement and using the Platform, you indemnify, hold harmless, and agree to defend Allovance against all damages, losses, judgments, penalties, expenses, costs, and fees (including reasonable attorneys’ fees) incurred by, or awarded or assessed against Allovance in connection with any third party (including domestic or foreign governments or agencies) assertion inconsistent with the promises, statements, representations, and warranties. This obligation extends to Allovance, its officers, directors, employees, contractors, agents, members, parent, subsidiaries, related business entities, successors, assigns, and clients. This obligation survives termination of this Agreement.
Indemnification; Cooperation. Following the termination of Xxxxxxx'x employment, Mattel shall nevertheless indemnify, defend and hold harmless Xxxxxxx, to the extent Mattel was obligated to do so as of the date of this Agreement, against all losses, claims, damages, costs, expenses, liabilities, judgments or amounts of or in connection with any claim, action, suit, proceeding or investigation based in whole or in part on or arising in whole or part out of Xxxxxxx'x actions as a director, officer or employee of Mattel, whether pertaining to any matter existing at the date of Xxxxxxx'x termination or occurring at or after such date, and whether asserted prior to, at, or after the termination of his employment. Xxxxxxx further agrees following the termination of his employment to fully cooperate with Mattel in connection with any future or currently pending obligation, investigation, or other matters including without limitation, by making himself available to testify any action as reasonably requested by Mattel. Mattel shall reimburse Xxxxxxx'x reasonable expenses to the extent Xxxxxxx'x cooperation under this paragraph should require such expenditures.
Indemnification; Cooperation. Executive shall continue to be entitled to indemnification as set forth under Section 20 of the Company Employment Agreement. In addition, during Executive’s term as Chairman Emeritus of the Bank, the Employers shall indemnify him to the fullest extent permitted by law against all expenses and liabilities reasonably incurred by him in connection with or arising out of any action, suit or proceeding in which he may be involved by reason of good faith actions taken by him at the request of the Chairman or Chief Executive Officer of the Bank. Executive will cooperate fully with the Employers in any investigation, negotiation, litigation or other action arising out of transactions in which he was involved or of which he had knowledge during his employment or service with the Employers, in accordance with Section 25 of the Employment Agreements; provided, however, that the $1,000 per day fee set forth in said Section 25 shall not apply until after January 2013.
Indemnification; Cooperation. 4. Section 10.2 is deleted in its entirety and the following Section 10.2 is substituted in lieu thereof:
Indemnification; Cooperation. 9.1 During the term of this Agreement and thereafter throughout all applicable limitations periods, the Company shall provide the CEO (including his heirs, personal representatives, executors and administrators), with such directors’ and officers’ liability insurance coverages as the Company may choose from time to time, at the Company’s expense.
Indemnification; Cooperation. Employee shall be entitled to indemnification on the terms, subject to the conditions, and to the extent provided for in the certificates of incorporation and by-laws, as amended and/or restated from time to time, of the Company and its parent (currently, Gemstar) and applicable law. In consideration of such indemnification and the other agreements and consideration contained in this Agreement, Employee agrees that Employee shall cooperate fully with the Company and/or its affiliates, if so requested, with respect to any internal or external investigation or inquiry as well as any issues, claims or litigation (whether or not
