Indemnity and D&O Insurance. The Company will indemnify and hold Employee harmless for all acts and omissions occurring during his employment to the maximum extent provided under the Company’s certificate of incorporation, by-laws and applicable law (as each may be amended from time to time). During the Term, the Company will purchase and maintain, at its own expense, directors’ and officers’ liability insurance providing coverage for Employee in the same amount as for similarly situated executives of the Company. EXHIBIT B TO EMPLOYMENT AGREEMENT OF XXXXXX XXXXXXX DEFINITIONS
Indemnity and D&O Insurance. To the fullest extent permitted by law and as consistent with the Company's Charter Documents, the Company shall defend, indemnify, save and hold harmless SPH Services and its officers, directors, employees, agents, successors or assigns (the “Indemnitees”) against any claims, liabilities, damages, losses, costs or expenses, including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim of any nature whatsoever resulting from the Indemnitees’ activities or services under this Agreement, including any activities or services rendered prior to the date hereof for the Company by the Indemnitees or any predecessor thereto (a “Claim”), except to the extent occasioned by the gross negligence or willful misconduct of the Indemnitees. At the written request of SPH Services and/or its representatives, the Company will advance to them the legal or other costs and reasonable expenses of investigating or defending against any Claim in advance of the final disposition of such Claim. To the fullest extent permitted by law and as consistent with the Company’s Charter Documents, the Company’s obligation to indemnify SPH Services hereunder shall extend to and inure to the benefit of the Indemnitees. The Company shall cause each Indemnitee to be covered by the Company’s D&O insurance policy applicable to other officers and directors and shall provide a letter of indemnity to any of the Indemnitees upon their request. If SPH Services or any Indemnitee should reasonably determine its interests are or may be adverse to the interests of the Company, SPH Services or such Indemnitee may retain its own counsel in connection with such claim or alleged claim or action, in which case the Company shall be liable, to the extent permitted under this Section 5, to SPH Services or such Indemnitee for any reasonable and documented legal, accounting or other directly related fees and expenses incurred by SPH Services or such Indemnitee in connection with its investigating or defending such claim or alleged claim or action. In addition, neither SPH Services nor any of its officers, directors, members, employees, affiliates or consultants shall be liable to the Company or any third party for any special, consequential or exemplary damages (including lost or anticipated revenues or profits relating to the same) arising from any claim rela...
Indemnity and D&O Insurance. 9.01. To the fullest extent permitted by law, SP Corporate shall defend, indemnify, save and hold harmless the Company from and against any claims, liabilities, damages, losses, costs or expenses, including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim of any nature whatsoever resulting from SP Corporate’s, the Designated Persons’ or the SP Corporate Persons’ activities or services under this Agreement (a “Claim”) and incurred by reason of SP Corporate’s, any Designated Person’s or the SP Corporate Persons’, as applicable, fraud, willful misconduct, gross negligence or reckless disregard of their respective duties; provided, however, that SP Corporate or the Designated Persons shall not be held responsible for (i) any action of the Company in which SP Corporate or any Designated Person, as applicable, advised the Board or the Committee prior to taking such action and the Board (including a majority of the disinterested directors) or the Committee declined to follow such advice and such decision was provided in writing to SP Corporate or (ii) any Claim to the extent such Claim is occasioned by the fraud, gross negligence or willful misconduct of duties of the Company’s officers, directors, employees, consultants or agents (except for the Designated Persons, SP Corporate or the SP Corporate Persons).
Indemnity and D&O Insurance. I will continue to be covered by (a) the terms and conditions of the Indemnity Agreement entered into between Semtech and me on [DATE] (the “Indemnity Agreement”) and (b) the terms of Initialed Employee Company Semtech’s D&O insurance policy for claims against me that arise out of matters or events that occurred prior to the Termination Date. Payment made under this Agreement will not be included in my compensation for purposes of calculating the benefits to which I am entitled under any employee benefit program, notwithstanding anything in it to the contrary.
Indemnity and D&O Insurance. The Company agrees to arrange to allow the Employee to benefit from any director and officer liability insurance coverage policy carried by either of them. In addition, the Company shall provide Employee with an indemnification agreement at least as favorable as those provided to other senior executive officers and directors of Parent.
Indemnity and D&O Insurance. The Company will indemnify and hold Employee harmless for all acts and omissions occurring during his employment to the maximum extent provided under the Company’s certificate of incorporation, by-laws and applicable law (as each may be amended from time to time). During the Term, the Company will purchase and maintain, at its own expense, directors’ and officers’ liability insurance providing coverage for Employee in the same amount as for similarly situated executives of the Company. EMPLOYER: SPARK ENERGY, INC. EMPLOYEE: XXXXXXX XXXXX XXXXXXX III By: /s/ Xxxxxx Xxxx By: /s/ W. Xxxxx Xxxxxxx III Name: Xxxxxx Xxxx Name: Xxxxxxx Xxxxx Xxxxxxx III Title: Title: Executive Chairman, Interim President
Indemnity and D&O Insurance. 9.01. To the fullest extent permitted by law, SP Corporate shall defend, indemnify, save and hold harmless the Company from and against any claims, liabilities, damages, losses, costs or expenses, including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim of any nature whatsoever resulting from SP Corporate’s, the CFO Designee’s, the Reporting Manager Designee’s or the SP Corporate Persons’ activities or services under this Agreement (a “Claim”) and incurred by reason of SP Corporate’s, the CFO Designee’s, the Reporting Manager Designee’s or the SP Corporate Persons’, as applicable, fraud, willful misconduct, gross negligence or reckless disregard of their respective duties; provided, however, that SP Corporate, the CFO Designee or the Reporting Manager Designee shall not be held responsible for (i) any action of the Company in which SP Corporate, the CFO Designee or the Reporting Manager Designee, as applicable, advised the Board or the Committee prior to taking such action and the Board (including a majority of the disinterested directors) or the Committee declined to follow such advice and such decision was provided in writing to SP Corporate or (ii) any Claim to the extent such Claim is occasioned by the fraud, gross negligence or willful misconduct of duties of the Company’s officers, directors, employees, consultants or agents (except for the Designated Officers, SP Corporate or the SP Corporate Persons).
Indemnity and D&O Insurance. Notwithstanding the foregoing, nothing in this Agreement will act to remise, release or discharge QLT from obligations which QLT may have to indemnify Mx. X’Xxxxxxxxx pursuant to paragraph 2.1 or any other agreement entered into between QLT and Mx. X’Xxxxxxxxx and any rights he may have to claim coverage under QLT’s past, current or future director and/or officer insurance policies, in either case with respect to existing or future pending or threatened claims that may be brought by third parties
Indemnity and D&O Insurance. The Company hereby agrees to indemnify, defend and hold harmless Employee (and their legal representatives and other successors) to the fullest extent permitted under applicable law against all costs, charges and expenses whatsoever (including all judgments, fines and amounts paid in settlement and all attorneys' fees and disbursements) incurred or sustained by Employee (or their legal representatives or successors) in connection with any action, suit, proceeding or claim to which Employee may be a party, whether personally sued or subject to an action, by reason of his being an officer, employee, agent or otherwise acting on behalf of the Company or any affiliate or subsidiary thereof, assuming Employee acted in good faith, for a purpose which they reasonably believed to be in the interest of the Company. The Employee will have the ability to select their counsel for such matters. The Company shall use its best efforts to maintain Director and Officer insurance, containing commercially reasonable terms and conditions, including but not limited to tail coverage for officers and directors. . EXHIBIT B TO EMPLOYMENT AGREEMENT OF XXXXX XXXXXX DEFINITIONS
Indemnity and D&O Insurance. The Company shall provide coverage for Executive under the Company's Director and Officers liability insurance policy, which the Company shall maintain during the term of Executive's employment hereunder and for a period thereafter of no less than the applicable statutes of limitation. To the fullest extent permitted by applicable law, the Company shall defend, indemnify, and hold Executive and his heirs, executors, administrators, conservators, beneficiaries, and successors harmless from and against any and all claims, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys' fees) (collectively "Claims") suffered or incurred by Executive in any and all threatened, pending or completed actions, suits or proceedings arising by reason of Executive's status, actions or inaction as an employee or agent of the Company or of an affiliate of the Company so long as his conduct was undertaken in good faith. Executive shall have the right to engage independent counsel and the Company shall advance all reasonable legal and attorneys' fees and costs as and when incurred by Executive in defense of any such Claim.
