Indemnification of Consultant Sample Clauses

Indemnification of Consultant. Client shall indemnify, defend and hold Consultant harmless from and against any and all third party claims, liability, suits, losses, damages and judgments, joint or several, and shall pay all costs and expenses (including counsel's fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising there from, that Consultant incurs as a result of having performed services on behalf of Client.

Indemnification of Consultant. In addition to the specific indemnification contemplated under Section 7.3 below, the Company agrees to indemnify and hold harmless the Consultant from and against any and all losses, claims, damages, liabilities, judgments, charges and expenses (including all legal or other expenses reasonably incurred by the Consultant) in connection with investigating or defending against or providing evidence in any litigation, whether commenced or threatened, in connection with any claim, action or proceeding to which the Consultant becomes subject, whether or not resulting in any liability, caused by, or arising out of any Services by the Consultant under this Agreement; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability is found to have resulted from the Consultant’s negligence, bad faith, fraud or misconduct..

Indemnification of Consultant. The Companies hereby agree to indemnify and hold harmless the Consultant and its present and future officers, directors, affiliates, employees and agents ("INDEMNIFIED Parties") to the fullest extent permitted by law. The Companies further agree to reimburse the Indemnified Parties on a monthly basis for any cost of defending any action or investigation (including attorneys' fees and expenses), subject to an undertaking from such Indemnified Party to repay the Companies if such party is determined not to be entitled to such indemnity.

Indemnification of Consultant. The Company hereby agrees to indemnify and hold harmless the Consultant and its present and future officers, directors, affiliates, employees and agents ("Indemnified Parties") to the fullest extent permitted by law. The Company further agrees to reimburse the Indemnified Parties on a monthly basis for any cost of defending any action or investigation (including attorneys' fees and expenses), subject to an undertaking from such Indemnified Party to repay the Company if such party is determined not to be entitled to such indemnity.

Indemnification of Consultant. A. The Company agrees to indemnify and hold harmless Consultant from and in respect of any and all claims, suits, actions, proceedings (formal or informal), investigations, judgments, deficiencies, damages, settlements, liabilities, and legal and other expenses (including legal fees and expenses of counsel chosen by Consultant) as and when incurred arising out of, in connection with or based upon Consultant's performance of any of its duties under this Agreement. B. Consultant shall give the Company prompt notice of any claim asserted or threatened against Consultant on the basis of which Consultant intends to seek indemnification from the Company as herein permitted; however, the obligations of the Company under this Section 5 shall not be conditioned upon receipt of such notice. C. Expenses incurred by Consultant in connection with any action, suit, proceeding, or appeal thereof, described in Section 5(a) above, shall be paid by the Company in advance of the final disposition of such action, suit or proceeding within 20 day following receipt of a notice from Consultant specifying the amount of such expenses actually incurred by Consultant in connection with such action, suit, or proceeding. D. The indemnification agreement provided for in this Section 5 shall survive the termination of this Agreement. E. Notwithstanding any other provision of this Section 5 to the contrary, the Company shall not be liable to indemnify Consultant in connection with any claim against Consultant (i) if a court of competent jurisdiction has rendered a final decision that indemnification relating to the claim would be unlawful; (ii) if a final decision by a court of competent jurisdiction shall adjudge the conduct of Consultant to have been taken not in good faith or not in a manner reasonably believed to be in or not opposed to the best interests of the Company; and (iii) if the claim is based upon Consultant deriving an unlawful benefit and a court of competent jurisdiction adjudges that such benefit was unlawful in a final decision.

Indemnification of Consultant. Consultant shall be entitled to be indemnified by the Company, to the fullest extent permitted by applicable law and the organizational documents of the Company, against any losses, damages, liabilities, claims, actions, judgments, costs and expenses (including without limitation, attorneys’ fees and expenses) that may be incurred by him in the course of, or in connection with, the performance of his duties hereunder.

Indemnification of Consultant. During the term of this Agreement, Consultant shall be a “Covered Person” as that term is defined in Article Six of the Company’s Bylaws, and Company shall indemnify and hold harmless Consultant to the fullest extent as set forth therein. In addition, Consultant shall be a named insured under the Company’s Directors and Officers insurance policy and shall be insured to the fullest extent set forth therein.

Indemnification of Consultant. The Company and its subsidiaries hereby agree to jointly and severally indemnify and hold harmless the Consultant and its present and future officers, directors, stockholders, members (both managing and otherwise), partners (both general and limited), managers, affiliates, employees, representatives and agents (“Indemnified Parties”) from and against all losses, claims, liabilities, suits, costs, damages and expenses (including attorneys’ fees) arising from their performance of services hereunder, except to the extent caused by fraud or intentional misconduct of the Consultant as finally judicially determined by a court of competent jurisdiction. The Company further agrees to reimburse the Indemnified Parties on a monthly basis for any cost of defending any action or investigation (including attorneys’ fees and expenses), subject to an undertaking from such Indemnified Party to repay the Company if it is finally judicially determined that the Indemnified Party is not entitled to such indemnity. The Consultant does not make any representations or warranties, express or implied, in respect of the services provided hereunder.

Indemnification of Consultant. The Company agrees to indemnify and hold harmless the Consultant and its directors, officers, employees and shareholders (including the Principal) (collectively, the “Indemnified Parties”) against actual or threatened investigations, demands, claims, actions, suits, proceedings, or any losses (other than consequential losses or loss of profit), damages, penalties, liabilities, fines any and/or expenses (including any legal or other expenses reasonably incurred in responding to or defending any action, claim or other proceeding in respect thereof) (collectively, the “Claims”) to which any of Indemnified Parties may become subject, or which may be suffered or incurred by any of the Indemnified Parties, and directly or indirectly arising as a result of the Consultant having been engaged pursuant to this Agreement (and for greater certainty, such indemnification shall include any Claims to which the Principal of the Consultant may become subject, or which he may suffer or incur, as a consequence of holding the office of President and Chief Operating Officer of the Company, and any actions of the Principal as President and Chief Operating Officer shall be deemed to be Services provided by the Consultant pursuant to this Agreement); provided however that this indemnity shall not extend to any Claims which any of the Indemnified Parties may become subject in connection with any acts or omissions of the Consultant in breach of its respective duties, obligations and covenants under this Agreement or resulting from the gross negligence, wilful misconduct, illegality or fraud of the Consultant. The indemnification of the Indemnified Parties shall survive the termination of this Agreement. The Company hereby appoints the Principal as the trustee for the other Indemnified Parties of the covenants of indemnification of the Consultant provided in this Agreement and the Principal accepts such appointment.

Indemnification of Consultant. The Company shall indemnify, save harmless and pay all judgments and claims against Consultant relating to any liability or damage incurred by reason of any act performed or omitted to be performed by Consultant in connection with the Consulting Services. Notwithstanding any provision of this Agreement to the contrary, (a) the Company shall not indemnify or pay the expenses of Consultant in a suit or claim brought by Consultant or any of his affiliates, and (b) the Company shall not indemnify or pay the expenses of Consultant unless Consultant has (i) acted in good faith, (ii) acted in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company, and (iii) in the case of a criminal proceeding, had no reasonable cause to believe that the conduct at issue was unlawful. The Company further agrees to cover Consultant under any insurance policy or policies reasonably acceptable to Consultant providing liability insurance for directors, officers, employees, or agents or fiduciaries of the Company in accordance with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent or fiduciary, as applicable, under such policy or policies.