Indemnification for Employee Reclassification Sample Clauses

Indemnification for Employee Reclassification. Impax shall indemnify, defend, and hold harmless Shire and its Affiliates and their respective directors, officers, employees and contractors (each of the foregoing, a “Shire Party”) from and against any damages, liability, loss and costs, including but not limited to attorneys fees (collectively, “Liability”), that may be paid or payable by any such Shire Party resulting from any claim or other cause of action asserted by any Sales Force member, CSO or any other Third Party (including without limitation federal, state or local Regulatory Authorities) and based on or with respect to: (a) costs, damages and losses that Shire may incur resulting from any claims for benefits that any Sales Force member may make under or with respect to any Shire Benefits Plan; (b) any payment or obligation to make a payment to any Sales Force member relating in any way to any compensation, benefits of any type under any employee benefit plan (as such term is defined Section 3(3) of ERISA), or any other bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements that may be sponsored at any time by Shire, even if it is subsequently determined by any court, the IRS or any other Regulatory Authority that any Sales Force member may be a common law or de facto employee of a Shire Party; (c) the payment or withholding of any contributions, payroll taxes, or any other payroll-related item by or on behalf of Impax, CSO or any Sales Force member with respect to which Impax, CSO or any Sales Force member may be responsible hereunder or pursuant to applicable Law to pay, make, collect, withhold or contribute, even if it is subsequently determined by any court, the IRS or by any other Regulatory Authority that any Sales Force member may be a common law or dc facto employee of a Shire Party; (d) failure of Impax to withhold or pay required taxes or failure to file required forms with regard to compensation paid to Impax by Shire and compensation and benefits paid or extended by Impax or CSO to the Sales Force; or (e) any other liabilities which may arise as a result of a court, tribunal or other Regulatory Authority determination that any Sales Force member is a common law or de facto employee of any Shire Party or any other co-employment relationship is determined.
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Indemnification for Employee Reclassification. 4.8.4.6.1 GENENTECH will indemnify, defend, and hold harmless each INTEGRILIN PARTNER and its Affiliates, and its and their directors, employees and agents (collectively, the "INTEGRILIN PARTNERS Indemnitees") from and against any damages, liability, loss and costs that may be paid or payable by any such INTEGRILIN PARTNERS Indemnitee resulting from or in connection with any claim or other cause of action asserted by any GENENTECH Sales Force Personnel, or by any Third Party (including without limitation federal, state or local governmental authorities) arising out of the execution and/or performance of this Agreement that is based on or with respect to: [*]=Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 21. 4.8.4.6.1.1. costs, damages and losses that the INTEGRILIN PARTNER or its Affiliates may incur resulting from any claims for benefits that any GENENTECH Sales Force Personnel may make under or with respect to the INTEGRILIN PARTNER's Benefit Plan; and 4.8.4.6.1.2. any payment or obligation to make a payment to any GENENTECH Sales Force Personnel relating in any way to any compensation, benefits of any type under any employee benefit plan (as such term is defined in Section 3(3) of ERISA), and any other bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements that may be sponsored at any time by GENENTECH or any of its Affiliates or by the INTEGRILIN PARTNER or any of its Affiliates, even if it is subsequently determined by any court, the IRS or any other governmental agency that any GENENTECH Sales Force Personnel may be a common law employee of the INTEGRILIN PARTNER or any of its Affiliates; and 4.8.4.6.1.3. the payment or withholding of any contributions, payroll taxes, or any other payroll-related item by or on behalf of GENENTECH or any of its Sales Force Personnel with respect to which GENENTECH or any of its Sales Force Personnel may be responsible hereunder or pursuant to applicable law to pay, make, collect, withhold or contribute, even if it is subsequently determined by any court, the IRS or by any other governmental agency that any such GENENTECH Sales Force Personnel may be a common law employee of the INTEGRILIN PARTNER or any ...
Sample 1
Indemnification for Employee Reclassification. Subject to the provisions of Article 7, Kos will indemnify, defend, and hold harmless BPI and its Affiliates, and their respective directors, officers, employees and agents, from and against any damage, liability, loss or cost that may be paid or payable by any such Person resulting from or in connection with any claim or other cause of action asserted by any Sales Representative of Kos or any Third Party (including without limitation, any Governmental Authority) arising out of the execution and/or performance of this Agreement that is based on or relates to: (A) any claim for benefits that any Sales Representative of Kos may make under or with respect to any Benefit Plan; (B) any payment or obligation to make a payment to any Sales Representative of Kos relating in any way to any compensation, benefits of any type under any employee benefit plan (as such term is defined in Section 3(3) of ERISA) (and corresponding employee benefits plans under any other country's laws), and any other bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance, termination benefits, and other similar fringe or employee benefit plans, programs or arrangements that may be sponsored at any time by BPI or any of its Affiliates or by Kos or any of its Affiliates; (C) the payment or withholding of any contributions, payroll taxes, or any other payroll-related item by or on behalf of Kos or any of its Sales Representative with respect to which Kos or any such individuals may be responsible hereunder or pursuant to applicable law to pay, make, collect, withhold or contribute; (D) failure of Kos to withhold or pay required taxes or failure to file required forms with regard to compensation and benefits paid or extended by Kos to any of its Sales Representatives; and (E) the employment, terms and conditions of employment, or termination of employment of any Sales Representative of Kos; provided, however, in each case, that such claims or causes of action as described in subsections (a) through (e) above have not accrued prior to the Closing Date and do not arise out of a relationship between such Sales Representative and BPI prior to the Closing Date; and BPI will indemnify, defend, and hold harmless Kos and its Affiliates, and their respective directors, employees and agents, from and against any damage, liability, loss or cost that may be paid or payable by any such Person resulting from or in connection with any such claim or cause of...
Sample 1

Related to Indemnification for Employee Reclassification

  • Indemnification of Executive To the fullest extent permitted under applicable law, in the event a Change of Control and a Termination of Employment of Executive as a Retired Early Employee occurs, Arrow and the Bank shall indemnify the Executive for all legal fees and expenses subsequently incurred by the Executive in seeking to obtain or enforce any right or benefit provided under this Agreement related to such events, provided, however, that such right to indemnification will not apply if and to the extent that a court of competent jurisdiction shall determine that any such fees and expenses have been incurred as a result of the Executive's bad faith. Indemnification payments payable hereunder by Arrow and the Bank shall be made not later than thirty (30) days after a request for payment has been received from the Executive with such evidence of indemnifiable fees and expenses as Arrow or the Bank may reasonably request, provided, however, that such indemnification and reimbursement payments shall not be made later than the last day of the calendar year following the calendar year in which the expenses were incurred.

  • Indemnification of Employer The Association, on behalf of itself and the OEA and NEA, agrees to indemnify the Board for any cost or liability incurred as a result of the implementation and enforcement of this provision provided that: A. The Board shall give a ten (10) day written notice of any claim made or action filed against the employer by a non-member for which indemnification may be claimed; B. The Association shall reserve the right to designate counsel to represent and defend the employer; C. The Board agrees to (a) give full and complete cooperation and assistance to the Association and its counsel at all levels of the proceeding, (b) permit the Association or its affiliates to intervene as a party if it so desires, and/or (c) to not oppose the Association or its affiliates’ application to file briefs amicus curiae in action; D. The Board acted in good faith compliance with the Fair Share Fee provision of this Agreement; however, there shall be no indemnification of the Board if the Board intentionally or willfully fails to apply (except due to court order) or misapplies such Fair Share Fee provision herein.

  • SALARY DETERMINATION FOR EMPLOYEES IN ADULT EDUCATION [Not applicable in School District No. 62 (Sooke)]

  • Application for Employment Employee understands and agrees that, as a condition of this Agreement, Employee shall not be entitled to any employment with the Company, and Employee hereby waives any right, or alleged right, of employment or re-employment with the Company. Employee further agrees not to apply for employment with the Company and not otherwise pursue an independent contractor or vendor relationship with the Company.

  • Indemnification for Expenses of A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions of this Agreement except for Section ‎27, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which Indemnitee was successful. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

  • INDEMNIFICATION FOR EXPENSES OF A WITNESS Notwithstanding any other provision of this Agreement except for Section 27, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or deponent in any Proceeding to which Indemnitee was or is not a party or threatened to be made a party, Indemnitee shall, to the fullest extent permitted by applicable law, be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

  • Indemnification for Expenses as a Witness Notwithstanding any other provision of this Agreement except for Section 26 hereof, to the extent that Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.

  • No Liability for Election of Recommended Directors No Stockholder, nor any Affiliate of any Stockholder, shall have any liability as a result of designating a person for election as a director for any act or omission by such designated person in his or her capacity as a director of the Company, nor shall any Stockholder have any liability as a result of voting for any such designee in accordance with the provisions of this Agreement.

  • Indemnification by the Corporation The Corporation shall, notwithstanding any termination of this Annex A, indemnify and hold harmless each Holder and their agents, counsel, brokers, investment advisors and employees of each of them and each underwriter of the Registrable Securities and their officers, directors, Affiliates, partners and any broker or dealer through whom such shares may be sold and each Person, if any, who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Holder or any such underwriter to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of preparation and attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Corporation by such Holder expressly for use therein, which information was reasonably relied on by the Corporation for use therein or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in any Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto. The Corporation shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the Corporation is aware in connection with the transactions contemplated by this Annex A.

  • Legal Fees Associated with Indemnification With respect to any indemnification provisions in this Agreement providing that a party to this Agreement is required to indemnify another party to this Agreement for attorney’s fees and expenses, such fees and expenses are intended to include attorney’s fees and expenses relating to the enforcement of such indemnity.

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