Indemnification of the Board Sample Clauses

Indemnification of the Board. 1. The Association agrees to indemnify the Board, including its officers, members, employees, and agents, for any cost and liability incurred as a result of their implementation and enforcement of this Article provided that:
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Indemnification of the Board. 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:
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Indemnification of the Board. The Association agrees to indemnify and hold the Board harmless from any payments, judgments, costs, or expenses incurred as a result of the implementation and enforcement of this provision provided that (1) the Board shall give ten (10) days written notice of any claim made or action filed against the employer by a non-member for which indemnification may be claimed; and (2) 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. The Association reserves the right to designate counsel to represent and defend the Board; provided, however, that the Board reserves the right to employ co-counsel at its own expense. The Board agrees to (1) give full and complete cooperation and assistance to the Association and its counsel at all levels of the proceeding, (2) permit the Association or its affiliates to intervene as a party if it so desires, and/or (3) to not oppose the Association or its affiliates’ application to file briefs amicus curiae in the action.
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Indemnification of the Board. The Company shall indemnify and save harmless each member of the Committee against any and all expenses and liabilities arising out of membership on the Committee related to any shareholder or similar action involving the Agreement, excepting only expenses and liabilities arising out of a member’s own willful misconduct. Expenses against which a member of the Committee shall be indemnified hereunder shall include without limitation, the amount of any settlement or judgment, costs, counsel fees, and related charges reasonably incurred in connection with a claim asserted, or a proceeding brought or settlement thereof. The foregoing right of indemnification shall be in addition to any other rights to which any such member may be entitled.
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Indemnification of the Board. Subject to the conditions set forth below, in connection with any registration of securities pursuant to Sections 14.1 or 14.2 hereof, the Company agrees to indemnify and hold harmless the Board and each person, if any, who controls the Board (and its respective officers, directors and agents), within the meaning of Section 15 of the Securities Act, as follows:
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Indemnification of the Board. ‌ The Minister agrees that the State will provide indemnity for Board members when acting intra xxxxx and in good faith in the discharge of their duties (whether acting individually or collectively). This means that the Minister will protect the Board and its members from legal action if they are acting legally.
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Indemnification of the Board. Within seven (7) days subsequent to the Closing Date, SCSI agrees to indemnify and hold harmless ACCP's resigning directors, Xx. Xxxx X. Mohnssen, Xx. Xxxxxx Xxxxxx, Xxxx X. Xxxxxx, Esq., and Xxxxxx X. Xxxxx, Esq., in addition to Xx. Xxxxx X. Czapran against any and all disputes, claims, controversies, actions, losses, obligations, liabilities, deficiencies, penalties, damages, costs, and expenses, without limitation, whether actual or threatened, arising out of, or in connection with, their duties as directors and/or president and executive director of ACCP and pertaining to the transfer of control of ACCP to SCSI. This shall include, but not be limited to, any and all claims of breach of a duty of loyalty to ACCP. Both SCSI and ACCP shall continue to indemnify the Board against any and all claims of, inter alia, breach of fiduciary duty. In addition, SCSI agrees to only retain and use legal counsel agreeable to the indemnified party or parties for any and all actions taken pursuant to the transactions contemplated in this Agreement and the Additional Agreements.
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Indemnification of the Board. On or before the Closing Date, the Company shall have obtained director and officer liability insurance from a nationally recognized insurance company rated “A” or above, and otherwise in form and substance satisfactory to the Participating Preferred Directors; provided, further, that the Company shall indemnify all directors to the fullest extent permissible under applicable law. Registration Rights. The holders of the Participating Preferred will be granted registration rights, including (a) two long form demand registrations [at any time] [after the Company’s IPO] [at any time after [insert date]], (b) unlimited piggyback rights, and (c) unlimited S-3 or equivalent demand rights. The holders of the Participating Preferred and each of the other Major Stockholders will agree to a market standoff of no more than [180] days. The Company will pay all expenses in connection with the exercise of the above rights. The holders of the Participating Preferred will have priority in all registrations. The Definitive Documentation will also provide for unlimited transferability of registration rights and other customary registration provisions. [A separate registration rights agreement will provide unlimited piggyback registration rights to the other Major Stockholders.] Stockholders’ Agreement. The holders of the Participating Preferred and all stockholders owning [1]%19 or more of the Company Common Stock on a fully-diluted basis (“Major Stockholders”) shall become parties to a Stockholders’ Agreement which shall include, among the other items, the terms set forth below in this Section 4(c). The Stockholders’ Agreement will terminate upon the earlier to occur of (i) the effective date of a Qualified IPO by the Company or (ii) consummation of a Liquidity Event. Co-Sale Rights. The holders of the Participating Preferred will have the right to participate in any sale of stock by the Major Stockholders, on a pro rata basis on the same terms as such sellers have proposed to accept.20
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Indemnification of the Board. The Association shall indemnify and hold the Board harmless against any and all claims, demands, suits and other forms of liability, including liability for reasonable counsel fees and other legal costs and expenses that may arise out of, or by reason of any action taken or not taken by the Board in conformance with this article.
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Related to Indemnification of the Board

  • Indemnification of the Company Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to the several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, the Registration Statement, or the Prospectus, or any amendment or supplement thereto, or in any Application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of the Underwriter expressly for use in such Preliminary Prospectus, the Registration Statement, or the Prospectus, or any amendment or supplement thereto or in any such Application, which furnished written information, it is expressly agreed, consists solely of the information described in the last sentence of Section 2.3.1. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, or the Prospectus, or any amendment or supplement thereto or any Application, and in respect of which indemnity may be sought against any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the several Underwriters by the provisions of Section 5.1.2.

  • Indemnification of the Agent The Company agrees to indemnify and hold harmless the Agent, its officers and employees, and each person, if any, who controls the Agent within the meaning of the Securities Act or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which the Agent or such officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and to reimburse the Agent and each such officer, employee and controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Agent) as such expenses are reasonably incurred by the Agent or such officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Agent expressly for use in the Registration Statement, any such Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Agent to the Company consists of the information described in subsection (b) below. The indemnity agreement set forth in this Section 6(a) shall be in addition to any liabilities that the Company may otherwise have.

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