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 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 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 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.”

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 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 ’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. 9.01. To the fullest extent permitted by law and as consistent with the Company's Charter Documentslaw, the Company SP Corporate shall defend, indemnify, save and hold harmless SPH Services the Company from 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 SP Corporate’s, the IndemniteesCFO Designee’s, the Reporting Manager Designee’s or the SP Corporate Persons’ 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”)) and incurred by reason of SP Corporate’s, except 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 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 duties of the final disposition of such ClaimCompany’s officers, directors, employees, consultants or agents (except for the Designated Officers, SP Corporate or the SP Corporate Persons). 9.02. To the fullest extent permitted by law law, the Company shall defend, indemnify, save and as consistent with hold harmless SP Corporate and the SP Corporate Persons (except for the Designated Officers) from and against any Claim, including any negligent errors or omissions, other than any Claim by the Company’s Charter Documents, and except to the extent any such Claim is occasioned by the fraud, gross negligence, willful misconduct or reckless disregard of duties of SP Corporate, the Company’s obligation to indemnify SPH Services hereunder shall extend to and inure to CFO Designee, the benefit of Reporting Manager Designee or the IndemniteesSP Corporate Persons. 9.03. The Company shall cause each Indemnitee enter into indemnification agreements with the Designated Officers consistent with agreements entered into with other executive officers. 9.04. Promptly after receipt by SP Corporate or the Company of notice of any Claim, it (the “Indemnified Party”) shall notify the other (the “Indemnifying Party”) in writing; provided, however, that the failure of the Indemnified Party to be covered by give timely notice hereunder shall not affect the Company’s D&O insurance policy applicable rights of the Indemnified Party to other officers indemnification hereunder, except to the extent that the Indemnifying Party can demonstrate actual, material prejudice to it as a result of such failure. The Indemnified Party shall reasonably cooperate with appropriate requests of the Indemnifying Party with regard to the defense of any Claim. The Indemnifying Party shall maintain authority and directors control of the defense of any such Claim and the authority to settle or otherwise dispose of any such Claim (provided that the Indemnified Party shall provide a letter have the right to reasonably participate at its own expense in the defense or settlement of indemnity any such Claim). In no event, however, may the Indemnifying Party agree to any settlement of any Claim that would affect any of the Indemnitees upon their requestIndemnified Party’s rights or obligations, or that would constitute an admission of guilt or liability on the part of the Indemnified Party, without the Indemnified Party’s express prior written consent. 9.05. 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 59, 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. 9.06. In additionAt all times during which (a) the CFO Designee is acting as non-employee Chief Financial Officer of the Company, neither SPH Services the Company shall cause him or her, and (b) the Reporting Manager Designee is acting as non-employee Reporting Manager of the Company, the Company shall cause him or her, to be covered by the Company’s D&O insurance policy applicable to other officers and directors. 9.07. Neither SP Corporate nor any of its the Company (including their officers, directors, members, employees, affiliates or and consultants and the Designated Officers) shall be liable to the Company other 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 or the Company, as applicable, is advised of the possibility or likelihood of the same.