Common use of Indemnity and D&O Insurance Clause in Contracts

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 relating to this Agreement or any of the services provided hereunder, whether such claim is based on warranty, contract, tort (including negligence or strict liability) or otherwise, even if an authorized representative of SPH Services is advised of the possibility or likelihood of the same.

Indemnity and D&O Insurance. To the fullest extent permitted by law and as consistent with the Company's ’s Charter Documents, the Company shall defend, indemnify, save and hold harmless SPH Steel Services and its affiliates and its and their officers, directors, members, managers, employees, agents, consultants, successors or and assigns (collectively, 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 directly caused by the gross negligence or willful misconduct of the Indemnitees. At the written request of SPH Steel 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 Steel 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 Steel Services or any Indemnitee should reasonably determine its interests are or may be adverse to the interests of the Company, SPH Steel Services or such Indemnitee may retain one counsel of its own counsel choosing 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 59, to SPH Steel Services or such Indemnitee for any reasonable and documented legal, accounting or other directly related fees and expenses incurred by SPH Steel 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 none of its officers, directors, members, employees, affiliates or consultants the Indemnitees 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 relating to this Agreement or any of the services provided hereunder, whether such claim is based on warranty, contract, tort (including negligence or strict liability) or otherwise, even if an authorized representative of SPH Steel Services is advised of the possibility or likelihood of the same.

Indemnity and D&O Insurance. To the fullest extent permitted by law and as consistent with the Company's ’s Charter Documents, the Company shall defend, indemnify, save and hold harmless SPH Steel Services and its affiliates and its and their officers, directors, members, managers, employees, agents, consultants, successors or and assigns (collectively, 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 directly caused by the gross negligence or willful misconduct of the Indemnitees. At the written request of SPH Steel 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 Steel 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 policy, if any, applicable to other officers and directors and shall provide a letter of indemnity to any of the Indemnitees upon their request. If SPH Steel Services or any Indemnitee should reasonably determine its interests are or may be adverse to the interests of the Company, SPH Steel Services or such Indemnitee may retain one counsel of its own counsel choosing 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 59, to SPH Steel Services or such Indemnitee for any reasonable and documented legal, accounting or other directly related fees and expenses incurred by SPH Steel 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 none of its officers, directors, members, employees, affiliates or consultants the Indemnitees 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 relating to this Agreement or any of the services provided hereunder, whether such claim is based on warranty, contract, tort (including negligence or strict liability) or otherwise, even if an authorized representative of SPH Steel Services is advised of the possibility or likelihood of the same.

Indemnity and D&O Insurance. To the fullest extent permitted by law and as consistent with the Company's ’s Charter Documents, the Company shall defend, indemnify, save and hold harmless SPH Services SP Corporate and its officers, directors, employees, agents, successors employees or assigns (the “Indemnitees”) agents 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 IndemniteesSP Corporate’s or its officers, directors, employees or agents’ 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 Agreement (a “Claim”), except to the extent occasioned by the gross negligence or willful misconduct of the IndemniteesSP Corporate, or SP Corporate’s officers, directors, employees or agents. At the written request of SPH Services SP Corporate and/or its it 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 SP Corporate hereunder shall extend to and inure to the benefit of the Indemnitees. The Company shall cause each Indemnitee to be covered by the CompanySP Corporate’s D&O insurance policy applicable to other officers officers, directors, members, employees, affiliates and directors and shall provide a letter of indemnity to any of the Indemnitees upon their requestconsultants. If SPH Services or any Indemnitee SP Corporate should reasonably determine its interests are or may be adverse to the interests of the Company, SPH Services or such Indemnitee SP Corporate 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 SP Corporate for any reasonable and documented legal, accounting or other directly related fees and expenses incurred by SPH Services or such Indemnitee SP Corporate in connection with its investigating or defending such claim or alleged claim or action. . In addition, neither SPH Services SP Corporate 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 relating to this Agreement or any of the services provided hereunder, whether such claim is based on warranty, contract, tort (including negligence or strict liability) or otherwise, even if an authorized representative of SPH Services SP Corporate is advised of the possibility or likelihood of the same.

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 SP Corporate and its officers, directors, employees, agents, successors or assigns (the “Indemnitees”) Xxxx X. Xxxxxx 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 the Indemnitees’ SP Corporate’s or Xxxx X. Xxxxxx’x 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 Agreement (a “Claim”), except to the extent occasioned by the gross negligence or willful misconduct of the IndemniteesSP Corporate, Xxxx X. Xxxxxx or SP Corporate’s officers, directors, employees or agents. At the written request of SPH Services SP Corporate and/or its representativesXxxx X. Xxxxxx, 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 SP Corporate hereunder shall extend to and inure to the benefit of the Indemnitees. The Company shall cause each Indemnitee to be covered by the CompanySP Corporate’s D&O insurance policy applicable to other officers officers, directors, members, employees, affiliates and directors and shall provide a letter of indemnity to any of the Indemnitees upon their requestconsultants. If SPH Services or any Indemnitee SP Corporate should reasonably determine its interests are or may be adverse to the interests of the Company, SPH Services or such Indemnitee SP Corporate 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 SP Corporate for any reasonable and documented legal, accounting or other directly related fees and expenses incurred by SPH Services or such Indemnitee SP Corporate in connection with its investigating or defending such claim or alleged claim or action. In addition, at all times during which Xxxx. X. Xxxxxx is acting as non-employee CEO and/or President of the Company, the Company shall cause Xxxx X. Xxxxxx to be covered by a D&O insurance policy issued by a reputable D&O insurance carrier with coverages and terms no less favorable than those contained in the Company’s current D&O insurance policy. In addition, neither SPH Services SP Corporate nor any of its officers, directors, members, employees, affiliates or consultants (including Xxxx X. Xxxxxx) 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 relating to this Agreement or any of the services provided hereunder, whether such claim is based on warranty, contract, tort (including negligence or strict liability) or otherwise, even if an authorized representative of SPH Services SP Corporate is advised of the possibility or likelihood of the same.

Indemnity and D&O Insurance. To the fullest extent permitted by law and as consistent with the Company's ’s Charter Documents, the Company shall defend, indemnify, save and hold harmless SPH Services SP Corporate and its officers, directors, employees, agents, successors or assigns (the “Indemnitees”) Xxxxxxxxx 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 the Indemnitees’ SP Corporate’s or Xxxxxxxxx’x 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 Agreement (a “Claim”), except to the extent occasioned by the gross negligence or negligence, willful misconduct or fraud of the IndemniteesSP Corporate, Xxxxxxxxx or SP Corporate’s officers, directors, employees or agents. At the written request of SPH Services SP Corporate and/or its representativesXxxxxxxxx, 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 SP Corporate hereunder shall extend to and inure to the benefit of the Indemnitees. The Company shall cause each Indemnitee to be covered by the CompanySP Corporate’s D&O insurance policy applicable to other officers officers, directors, members, employees, affiliates and directors and shall provide a letter of indemnity to any of the Indemnitees upon their requestconsultants. If SPH Services or any Indemnitee SP Corporate should reasonably determine its interests are or may be adverse to the interests of the Company, SPH Services or such Indemnitee SP Corporate 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 SP Corporate for any reasonable and documented legal, accounting or other directly related fees and expenses incurred by SPH Services or such Indemnitee SP Corporate in connection with its investigating or defending such claim or alleged claim or action. In addition, at all times during which Xxxxxxxxx is acting as the Company’s non-employee Chief Executive Officer pursuant to this Agreement, the Company shall cause Xxxxxxxxx to be covered by a D&O insurance policy issued by a reputable D&O insurance carrier with coverages and terms no less favorable than those contained in the Company’s current D&O insurance policy. In addition, neither SPH Services SP Corporate nor any of its officers, directors, members, employees, affiliates or consultants (including Xxxxxxxxx) 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 relating to this Agreement or any of the services provided hereunder, whether such claim is based on warranty, contract, tort (including negligence or strict liability) or otherwise, even if an authorized representative of SPH Services SP Corporate is advised of the possibility or likelihood of the same.

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 SP Corporate, Xxxx X. Xxxxxx and its officers, directors, employees, agents, successors or assigns (the “Indemnitees”) Xxxx X. Xxxxx 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 the Indemnitees’ SP Corporate’s, Xxxx X. Xxxxxx’x or Xxxx X. Xxxxx’x 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 Agreement (a “Claim”), except to the extent occasioned by the gross negligence or willful misconduct of the IndemniteesSP Corporate, Xxxx X. Xxxxxx, Xxxx X. Xxxxx or SP Corporate’s officers, directors, employees or agents. At the written request of SPH Services SP Corporate, Xxxx X. Xxxxxx and/or its representativesXxxx X. Xxxxx, 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 SP Corporate hereunder shall extend to and inure to the benefit of the Indemnitees. The Company shall cause each Indemnitee to be covered by the CompanySP Corporate’s D&O insurance policy applicable to other officers officers, directors, members, employees, affiliates and directors and shall provide a letter of indemnity to any of the Indemnitees upon their requestconsultants. If SPH Services or any Indemnitee SP Corporate should reasonably determine its interests are or may be adverse to the interests of the Company, SPH Services or such Indemnitee SP Corporate 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 SP Corporate for any reasonable and documented legal, accounting or other directly related fees and expenses incurred by SPH Services or such Indemnitee SP Corporate in connection with its investigating or defending such claim or alleged claim or action. In addition, at all times during which Xxxx. X. Xxxxxx is acting as a non-employee Chief Executive Officer and/or President of the Company or Xxxx X. Xxxxx is acting as a non-employee Chief Financial Officer and/or Secretary of the Company, the Company shall cause Xxxx X. Xxxxxx and Xxxx X. Xxxxx to be covered by a D&O insurance policy issued by a reputable D&O insurance carrier with coverages and terms no less favorable than those contained in the Company’s current D&O insurance policy. In addition, neither SPH Services SP Corporate nor any of its officers, directors, members, employees, affiliates or consultants (including Xxxx X. Xxxxxx and Xxxx X. Xxxxx) 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 relating to this Agreement or any of the services provided hereunder, whether such claim is based on warranty, contract, tort (including negligence or strict liability) or otherwise, even if an authorized representative of SPH Services SP Corporate is advised of the possibility or likelihood of the same.”