Indemnification I Clause Samples

Indemnification I. (a) To the maximum extent allowed by law, Seller shall defend, indemnify, and save harmless Indemnitees from and against all Charges that arise in any manner from, in

Indemnification I. WFN indemnifies Board members against claims for damages against a Board member arising out of the performance of their duties provided such claims are not a result of dishonesty, gross negligence, or malicious or willful misconduct on the part of the Board member. ii. WFN will pay legal costs incurred in a court proceeding arising out of claims for damages, provided such claims are not a result of dishonesty, gross negligence, or malicious or willful misconduct on the part of the Board member. 4. Chair and Vice-Chair a) Board members will appoint from among their ranks a Board Chair and Vice-Chair at the beginning of each school year. b) The Council member must not serve as Board Chair or Vice-Chair.

Indemnification I. If Shares are purchased in the Offer pursuant to the terms of the Merger Agreement, Parent and Purchaser hereby jointly and severally agree to indemnify fully, hold harmless and defend the TPG Stockholders and their respective successors and assigns solely in such party's capacity as a stockholder of the Company (collectively, the "Indemnitees") from and against any and all costs and expenses (including, but not limited to, reasonable attorneys' fees and the costs and expenses of investigating, defending and litigating any claims), judgments, fines, losses, claims, damages and liabilities to the extent sustained or incurred by any Indemnitee in connection with any action, suit or proceeding by or on behalf of any stockholder of the Company, other than any Indemnitee (a "Claim") arising out of, relating to or based upon this Agreement or the Merger Agreement or the transactions contemplated hereby or thereby; provided that the Indemnitee acted in good faith in connection with the matters that are the subject of such Claim. Notwithstanding anything contained in this Section 3.5(b), no claim for indemnity under this Section 3.5(b) may be asserted by any Indemnitee arising or resulting from (1) any breach by the Company of any representation, warranty or covenant of the Company in the Merger Agreement or (2) any breach by any party to this Agreement (other than by Parent or Purchaser) of any representation, warranty or covenant in this Agreement.

Indemnification I a. Indemnification of the City by LSC. LSC agrees to indemnify and hold harmless the City and its respective officers, directors, duly authorized agents and employees from any and all claims brought for personal injury, death, property damage and any other losses, damages, charges or expenses, including attorney’s fees, which is in connection with, or by reason of any act, omission or negligence of LSC or its duly authorized agents, or any breach of this Agreement, in connection with LSC's activities pursuant to this Agreement.

Indemnification I. (a) Standard Indemnification Provision. This section shall be applied to the maximum extent allowed by law, but it shall be construed and limited as necessary to comply with NCGS § 22B-1. The Contractor shall defend, indemnify, and hold harmless Indemnitees from and against all Charges that arise in any manner from, in connection with, or out of this contract as a result of acts or omissions of the Contractor or its Derivative Parties. In performing its duties under this subsection, the Contractor shall at its sole expense defend

Indemnification I