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.
(b) In addition to the insurance coverage provided for in Section 9(a), the Company shall defend, hold harmless and indemnify Executive (and his heirs, executors and administrators) to the fullest extent permitted under applicable law, and subject to each of the requirements, limitations and specifications set forth in the Articles of Incorporation, Bylaws and other organizational documents of the Company, against all expenses and liabilities reasonably incurred by him in connection with or arising out of, any action, suit or proceeding in which Executive may be involved by reason of his having been an officer of the Company, such expenses and liabilities to include, but not be limited to, judgments, court costs and attorneys’ fees and the cost of reasonable settlements.
(c) In the event Executive becomes a party, or is threatened to be made a party, to any action, suit or proceeding for which the Company has agreed to provide insurance coverage or indemnification under this Section 9, the Company shall, to the full extent permitted under applicable law, and subject to the each of the requirements, limitations and specifications set forth in the Articles of Incorporation, Bylaws and other organizational documents of the Company, advance all expenses (including the reasonable attorneys’ fees of the attorneys selected by Company and reasonably approved by Executive for the representation of Executive), judgments, fines and amounts paid in settlement (collectively “Expenses”) incurred by Executive in connection with the investigation, defense, settlement, or appeal of any threatened, pending or completed action, suit or proceeding, subject to receipt by the Company of a written undertaking from Executive covenanting: (i) to reimburse the Company for the amount of all of the Expenses actually paid by the Company to or on behalf of Executive in the event it shall be ultimately determined, by the court or the arbitrator, as applicable to the case, that Executive is not entitled to indemnification by the Company for such Expense...
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. In the event that Employee is, or may become, personally liable as a result of any litigation or claim arising out of or associated with or related to 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, by the Employer’s Articles of Incorporation 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. Suchcooperation 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 astelephone, travel, lodging and meal expenses, incurred by Employee at Employer’s request consistent with Employer’s generally applicable policies for employee expenses.
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 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.
b. In addition to the obligation of indemnification, above, you agree to use your best efforts to assist Allovance in the investigation and resolution of any third party claim or assertion in consistent with your representations and warranties. You agree to provide such assistance promptly upon receipt of notice from Allovance of such claim or assertion and at no charge.
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. 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
Indemnification; Cooperation. (a) The Company hereby confirms to and agrees with you with respect to any and all matters arising out of or in connection with your prior employment by the Company or your engagement as a consultant hereunder, that you shall continue to be entitled to receive the benefits of all indemnification provisions contained in the Certificate of Incorporation and By-Laws of the Company, as in effect on the date hereof, notwithstanding any changes therein made after the date hereof, to the fullest extent permitted by applicable law at the time of the assertion of any liability against you. Without limiting the generality of the foregoing, the Company hereby covenants and agrees that you shall be entitled to receive any and all indemnification to which you would have been entitled had you remained an officer or director of the Company after the date hereof, including, without limitation, such indemnification benefits as may hereafter be extended or otherwise made available by the Company to its senior executive officers.
(b) You shall cooperate fully with the Company in the prosecution or defense, as the case may be, of any and all actions, governmental inquiries or other legal proceedings in which your assistance may be requested by the Company. Such cooperation shall include, among other things, making documents in your custody or control available to the Company or its counsel, making yourself available for interviews by the Company or its counsel, and making yourself available to appear as a witness, at deposition, trial or
Indemnification; Cooperation is deleted in its entirety and the following Section 10.2 is substituted in lieu thereof:
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.
