Indemnification; Legal Fees. The Corporation shall indemnify the Employee to the fullest extent permitted by the laws of the Corporation's state of incorporation in effect at that time, or certificate of incorporation and by-laws of the Corporation, whichever affords the greater protection to the Employee. The Employee will be entitled to any insurance policies the Corporation may elect to maintain generally for the benefit of its officers and directors against all costs, charges and expenses incurred in connection with any action, suit or proceeding to which the Employee may be made a party by reason of being a director or officer of the Corporation. The Corporation shall reimburse the Employee for any legal fees and expenses incurred by the Employee (including but not limited to the legal fees and expenses incurred pursuant to Section 16 hereof) in contesting or disputing any termination of the Employee's employment or in seeking to obtain or enforce any right or benefit provided by this Agreement (or in connection with any tax audit or proceeding to the extent attributable to the application of section 4999 of the Internal Revenue Code of 1996, as amended (the "Code"), to any payment or benefit provided hereunder) other than for any such expenses, costs, liabilities or legal fees incurred as a result of the Employee's bad faith. Such payments shall be made within five (5) days after the Employee's request for payment accompanied with such evidence of fees and expenses incurred as the Corporation reasonably may require. Any termination of the Employee's employment or of this Agreement shall have no effect on the continuing operation of this Section 11.
Indemnification; Legal Fees. The Company shall indemnify the Employee to the fullest extent permitted by the laws of the Company’s state of incorporation in effect at that time. If Employee provides services on behalf of Holdings, Holdings shall indemnify Employee to the fullest extent permitted under Delaware law in effect at the time. The Employee shall also be entitled to such limitations on liability as are provided in the certificate of incorporation of the Company as in effect on the date of this Agreement. Additionally, the Employee will be entitled to any insurance policies the Company may elect to maintain generally for the benefit of its officers and directors against all damages, liabilities, costs, charges and expenses incurred in connection with any action, suit or proceeding to which he may be made a party by reason of being a director or officer of the Company or providing services on behalf of Holdings (“D&O Policy”); provided, however, that the scope and amount of insurance coverage under the D&O Policy shall be either the same as or no less favorable than the directors and officers liability insurance provided for the directors and officers of Holdings. To the extent permissible without penalty under the Xxxxxxxx-Xxxxx Act of 2002 and any other applicable law, the Company agrees to advance to the Employee any expenses (including attorneys’ fees) incurred by the Employee in defending any civil, criminal, administrative or investigative action, suit or proceeding, to the extent related to the Employee’s position with the Company (as described in Section 3) or providing services on behalf of Holdings, prior to the final disposition of such action, suit or proceeding; provided, that the Employee must agree in writing to repay such advanced amounts if it is ultimately determined that the Employee was found guilty of a criminal act, the defense of which with respect to which the advancement was made, or not entitled to indemnification from the Company with respect to such action, suit or proceeding under applicable law.
Indemnification; Legal Fees. The Company agrees that you will be entitled to the same indemnification rights as the Company grants to other officers of the Company, as in effect from time to time. The Company will maintain a directors and officers liability policy covering you with coverage comparable or equal to that provided to other officers of the Company. In the event of any dispute over your entitlement to payments or benefits hereunder, the Company shall advance you an amount equal to your monthly legal fees incurred in connection with such dispute until there is a final non-appealable decision by a court that you are not entitled to such payment or benefit.
Indemnification; Legal Fees. During the term of your service and thereafter, the Company shall indemnify you to the full extent permitted by law and the by-laws of the Company for all expenses, costs, liabilities and legal fees which you may incur in the discharge of your duties hereunder . In addition, the Company shall pay any reasonable legal fees which you may incur related to the negotiation and consummation of this Agreement, such payments to be made directly to your counsel in accordance with the Company's normal accounting practices upon receipt of a detailed copy of the xxxx for services rendered from your counsel. Notwithstanding the foregoing, you shall not be entitled to any indemnification with respect to any claim arising directly or indirectly if (i) your acts were committed in bad faith or were the result of active and deliberate dishonesty, (ii) you gained any financial profit or other advantage to which you were not legally entitled; (i) you made profits from the purchase or sale of securities of the Company within the meaning of Section 16 of the Securities Exchange Act of 1934 or similar provisions of any state; or (iv) payment by the Company under this Agreement is not permitted by applicable law.
Indemnification; Legal Fees. Triarc will indemnify the employee, to the maximum extent permitted by applicable law, against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being an officer, director or employee of Triarc or of any subsidiary or affiliate of Triarc. Triarc shall pay directly the fees and expenses of counsel and other experts incurred in connection with the enforcement of this Agreement, as they may be incurred, provided that the Employee shall be required to reimburse Triarc for any amounts so paid unless at least one material matter in dispute is decided in favor of Employee.
Indemnification; Legal Fees. 8 12. Successors; Binding Agreement....................................8 (a) Corporation's Successors...................................8 (b) The Executive's Successors.................................9
Indemnification; Legal Fees. During the term of your service and thereafter, the Company shall indemnify you to the full extent permitted by law and the by-laws of the Company for all expenses, costs, liabilities and legal fees which you may incur in the discharge of your duties hereunder . In addition, the Company shall pay any reasonable legal fees which you may incur related to the negotiation and consummation of this Agreement, such payments to be made directly to your counsel in accordance with the Company's normal accounting practices upon receipt of a detailed copy of the bill for services rendered from yoxx xounsel. Notwithstanding the foregoing, you shall not be entitled to any indemnification with respect to any claim arising directly or indirectly if (i) your acts were committed in bad faith or were the result of active and deliberate dishonesty, (ii) you gained any financial profit or other advantage to which you were not legally entitled; (iii) you made profits from the purchase or sale of securities of the Company within the meaning of Section 16 of the Securities Exchange Act of 1934 or similar provisions of any state; or (iv) payment by the Company under this Agreement is not permitted by applicable law.
Indemnification; Legal Fees. The Company shall indemnify the Executive to the fullest extent permitted by the laws of the Company's state of incorporation in effect at that time, or certificate of incorporation and by-laws of the Company, whichever affords the greater protection to the Executive. The Executive will be entitled to any insurance policies the Company may elect to maintain generally for the benefit of its officers and directors against all costs, charges and expenses incurred in connection with any action, suit or proceeding to which he may be made a party by reason of being a director or officer of the Company.
Indemnification; Legal Fees. The Company agrees that you will be entitled to the same indemnification rights as the Company grants to other officers of the Company, as in effect from time to time. The Company will maintain a directors and officers liability policy covering you with coverage comparable or equal to that provided to other officers of the Company. In the event of any dispute over your entitlement to payments or benefits hereunder, the Company shall advance you an amount equal to your monthly legal fees incurred in connection with such dispute until there is a final non-appealable decision by a court that you are not entitled to such payment or benefit. wxx.xxxxxxxxxxx.xxx | 4000 X Xxxxxxxx Xx | Phoenix | AZ | 85040
Indemnification; Legal Fees. The Corporation shall indemnify the Executive to the full extent permitted by law and the by-laws of the Corporation for all expenses, costs, liabilities and legal fees that the Executive may incur in the discharge of his duties hereunder, including any legal fees and expenses incurred by the Executive in contesting or disputing any termination of the Executive's employment or in seeking to obtain or enforce any right or benefit provided by this Agreement (or in connection with any tax audit or proceeding to the extent attributable to the application of section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), to any payment or benefit provided hereunder) other than for any such expenses, costs, liabilities or legal fees incurred as a result of the Executive's bad faith or gross negligence. Such payments shall be made within five (5) days after the Executive's request for payment accompanied with such evidence of fees and expenses incurred as the Corporation reasonably may require. Any termination of the Executive's employment or of this Agreement shall have no effect on the continuing operation of this Section 11.
