Indemnity of Directors and Officers. 3.1 Subject to clause 11, the Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by applicable law if Indemnitee was, is or becomes a party to or is threatened to be made a party to any actual, threatened, pending or completed Proceeding, including a Proceeding brought by or in the right of the Company, by reason of the fact that Indemnitee is or was a director, officer, employee, agent or fiduciary of a Group Company or is or was serving at the request of one of the Group Companies as a director, officer, employee, partner, member, manager, trustee, agent or fiduciary of any other company, corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other entity or enterprise or by reason of anything done or not done by Indemnitee in any such capacity against any and all costs, liabilities, expenses (including attorneys’ retainers, fees and disbursements), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with any such Proceeding (including, but not limited to, the investigation, defense, settlement or appeal thereof), and any local or foreign stamp duties or taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement, that are actually paid or incurred by Indemnitee in connection with any such Proceeding (collectively “Liabilities and Expenses”). 3.2 Subject to clause 11, the Company shall indemnify Indemnitee against all Liabilities and Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in defending any Proceedings referred to in sub-clause 3.1 in which judgment is given in his favor (whether on the merits or otherwise), in which he or she is acquitted or in respect of which relief is granted to him or her by the Court under section 281 of the Companies Act. 3.3 Subject to clause 11, the Company shall indemnify Indemnitee for such portion of the Liabilities and Expenses that Indemnitee becomes legally obligated to pay in connection with any Proceeding referred to in sub-clause 3.1 in respect of which Indemnitee is entitled to indemnification hereunder, even if Indemnitee is not entitled to indemnification hereunder for the total amount thereof.
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Indemnity of Directors and Officers. 3.1 Subject to clause 11The Association shall indemnify, hold harmless and defend any person, his or her heirs, assigns and legal representatives (collectively, the Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by applicable law if Indemnitee was, is "Indemnitee") made or becomes a party to or is threatened to be made a party to any actualaction, threatened, pending suit or completed Proceeding, including a Proceeding brought by or in the right of the Company, proceeding by reason of the fact that Indemnitee he or she is or was a director, officer, employee, agent director or fiduciary of a Group Company or is or was serving at the request of one officer of the Group Companies as a directorAssociation, officeragainst all costs and expenses, employeeincluding without limitation attorneys' fees, partner, member, manager, trustee, agent or fiduciary of any other company, corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other entity or enterprise or by reason of anything done or not done by Indemnitee in any such capacity against any and all costs, liabilities, expenses (including attorneys’ retainers, fees and disbursements), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee the Indemnitee, in connection with the defense of such action, suit or proceeding, or in connection with any appeal thereof or to enforce the indemnity rights contemplated hereby except in relation to matters as to which it shall be adjudged in such Proceeding (includingaction, but not limited tosuit or proceeding that such Indemnitee is guilty of gross negligence or willful misconduct in the performance of his or her duties. The Association shall also reimburse any such Indemnitee for the reasonable costs of settlement of or for any judgment rendered in any such action, suit or proceeding, unless it shall be adjudged in such action, suit or proceeding that such Indemnitee was guilty of gross negligence or willful misconduct. In making such findings and notwithstanding the investigationadjudication in any action, defensesuit or proceeding against an Indemnitee, settlement no director or appeal thereof)officer shall be considered or deemed to be guilty of or liable for gross negligence or willful misconduct in the performance of his or her duties where, acting in good faith, such director of or officer relied upon the books and any local or foreign stamp duties or taxes imposed as a result records of the Association or statements or advice made by or prepared by any managing agent of the Association or any accountant, attorney or other person or firm employed or retained by the Association to render advice or service, unless such director or officer had actual knowledge of the falsity or incorrectness thereof; nor shall a director be deemed receipt guilty of gross negligence or willful misconduct by virtue of the fact that he or she failed or neglected to attend any payments under this Agreement, that are actually paid or meetings of the Board of Directors of the Association. The costs and expenses incurred by any Indemnitee in connection with any such Proceeding (collectively “Liabilities and Expenses”).
3.2 Subject to clause 11, the Company shall indemnify Indemnitee against all Liabilities and Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in defending any Proceedings referred to in sub-clause 3.1 in which judgment is given in his favor (whether on the merits action, suit or otherwise), in which he or she is acquitted or in respect of which relief is granted to him or her proceeding may be paid by the Court under section 281 Association in advance of the Companies Act.
3.3 Subject to clause 11final disposition of such action, the Company shall indemnify Indemnitee for such portion suit or proceeding upon receipt of an undertaking by or on behalf of the Liabilities and Expenses Indemnitee to repay the amount paid by the Association if it shall ultimately be determined that Indemnitee becomes legally obligated to pay in connection with any Proceeding referred to in sub-clause 3.1 in respect of which Indemnitee is entitled to indemnification hereunder, even if the Indemnitee is not entitled to indemnification hereunder for the total amount thereofor reimbursement as provided in this section 5:11 5.8.
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Samples: Declaration of Covenants, Conditions and Restrictions
Indemnity of Directors and Officers. 3.1 Subject to clause 11, the Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by applicable law if Indemnitee was, is or becomes a party to or is threatened to be made a party to any actual, threatened, pending or completed Proceeding, including a Proceeding brought by or in the right of the Company, by reason of the fact that Indemnitee is or was a director, officer, employee, agent or fiduciary of a Group Company or is or was serving at the request of one of the Group Companies as a director, officer, employee, partner, member, manager, trustee, agent or fiduciary of any other company, corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other entity or enterprise or by reason of anything done or not done by Indemnitee in any such capacity against any and all costs, liabilities, expenses (including attorneys’ retainers, fees and disbursements), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with any such Proceeding (including, but not limited to, the investigation, defense, settlement or appeal thereof), and any local or foreign stamp duties or taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement, that are actually paid or incurred by Indemnitee in connection with any such Proceeding (collectively “Liabilities and Expenses”).
3.2 Subject to clause 11, the Company shall indemnify Indemnitee against all Liabilities and Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in defending any Proceedings referred to in sub-clause 3.1 in which judgment is given in his favor (whether on the merits or otherwise), in which he or she is acquitted or in respect of which relief is granted to him or her by the Court under section 281 of the Companies Act.
3.3 Subject to clause 11, the Company shall indemnify Indemnitee for such portion of the Liabilities and Expenses that Indemnitee becomes legally obligated to pay in connection with any Proceeding referred to in sub-clause 3.1 in respect of which Indemnitee is entitled to indemnification hereunder, even if Indemnitee is not entitled to indemnification hereunder for the total amount thereof.
3.4 Without limiting the scope of the indemnity provided under any other provision of this Agreement, if the Indemnitee has reason to believe that any claim will or might be made against him or her in respect of any negligence, default, breach of duty or breach of trust, he or she may apply to the Court for relief pursuant to section 281 of the Companies Act and, to the extent that the Court relieves him or her, either wholly or partly, from his or her liability in accordance with section 281 of the Companies Act, Indemnitee shall be indemnified against any liability actually and reasonably incurred by him or her in defending any Proceedings in accordance with paragraph 98(2)(b) of the Companies Act.
3.5 The Company specifically agrees that it shall not be necessary, and that it shall not be entitled to require, before or as a condition of providing any indemnification hereunder, that Indemnitee first exercise or assert any other right to indemnification in connection with such Proceedings under any other third party indemnification arrangement.
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Indemnity of Directors and Officers. 3.1 Subject (a) Following the Effective Time, but subject to clause 11the limitations described in Section 5.6(b), Purchaser shall cause the Company to ensure that any individual who, at or prior to the Effective Time, was a director, officer, employee or agent of the Company or any of its Subsidiaries or who, at the request of the Company or its Subsidiaries, served as a director, officer, member, trustee or fiduciary of another corporation, limited liability company, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, with such individual’s heirs, personal representatives, executors or administrators, the Company shall indemnify and hold harmless Indemnitee “Indemnified Persons”) is indemnified as provided in the Governing Documents in effect as of the Effective Time to the fullest extent permitted by applicable law if Indemnitee wasLaw, is or becomes a party but subject to or is threatened the limitations contained in such Governing Documents, and such indemnification obligation shall survive the Closing and shall continue in full force and effect for six (6) years following the Closing and the provisions with respect to be made a party to any actual, threatened, pending or completed Proceeding, including a Proceeding brought by or indemnification and limitations on liability set forth in the right of Governing Documents shall not be amended, repealed or otherwise modified in a manner adverse to the CompanyIndemnified Persons; provided, by reason of that in the fact event any claim or claims are asserted or made within such six (6) year period that Indemnitee is or was a directorcould reasonably involve an Indemnified Person, officer, employee, agent or fiduciary of a Group Company or is or was serving at the request of one of the Group Companies as a director, officer, employee, partner, member, manager, trustee, agent or fiduciary all rights to indemnification in respect of any other company, corporation, partnership, limited liability company, joint venture, trust, employee benefit plan such claim or other entity or enterprise or by reason claims shall continue until final disposition of anything done or not done by Indemnitee in any such capacity against any and all costs, liabilities, expenses (including attorneys’ retainers, such claims and the Company or its Subsidiaries shall advance all costs and fees and disbursements), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with any such Proceeding (including, but not limited toclaim or claims. For the sake of clarity, the investigationrepeal of an indemnification or limitation of liability provision shall be considered adverse to the Indemnified Person. Purchaser shall not settle, defensecompromise or consent to the entry of judgment in any action or investigation or threatened action or investigation that involves an Indemnified Person without the written consent of such Indemnified Person, such consent not to be unreasonably withheld; provided, however, no such consent shall be necessary if such settlement contains an unconditional release of the Indemnified Person from all liabilities and obligations related to such action or appeal thereofinvestigation and does not require an admission of liability by such Indemnified Person.
(b) Notwithstanding any other provisions hereof, the obligations of Purchaser contained in this Section 5.6 shall be binding upon the successors and assigns of Purchaser. In the event Purchaser or its successors or assigns, (i) consolidates with or merges into any other Person or (ii) transfers all or substantially all of its properties or assets to any Person, then, in each case, proper provision shall be made so that the successors and assigns of Purchaser honor the indemnification and other obligations set forth in this Section 5.6. Prior to the Closing, Seller shall cause the Company to purchase a director & officer insurance tail policy (the “Tail Policy”), at Seller’s expense, to insure the indemnification obligations referred to in Section 5.6, which policy shall be from a reputable insurance company and any local or foreign stamp duties or taxes imposed as in a result of the actual or deemed receipt of any payments form reasonably acceptable to Purchaser. Purchaser’s obligations under this AgreementSection 5.6 shall be satisfied solely from any insurance proceeds received from the Tail Policy, that are actually paid and neither Purchaser nor the Company or incurred by Indemnitee in connection with its Subsidiaries shall have any such Proceeding (collectively “Liabilities and Expenses”).
3.2 Subject obligation to clause 11provide indemnification pursuant to this Section 5.6 from any other funds, provided Purchaser, the Company shall indemnify Indemnitee against all Liabilities and Expenses actually its Subsidiaries use commercially reasonable efforts to pursue recovery under the Tail Policy for any claims and reasonably incurred by Indemnitee do not commit any act or on Indemnitee’s behalf in defending any Proceedings referred to in sub-clause 3.1 in which judgment is given in his favor (whether on the merits omission or otherwise), in which he or she is acquitted or in respect of which relief is granted to him or her by the Court under section 281 breach of the Companies ActTail Policy that causes the Tail Policy to be canceled or to not remain in full force and effect in accordance with its terms or that causes coverage to be denied or adversely affected.
3.3 Subject (c) The obligations of Purchaser under this Section 5.6 shall survive the Closing and shall not be terminated or modified in any manner that could reasonably be expected to clause 11adversely affect any Indemnified Person to whom this Section 5.6 applies without the consent of such affected Indemnified Person (it being agreed that the Indemnified Persons to whom this Section 5.6 applies shall be third-party beneficiaries of this Section 5.6, each of whom may enforce the Company shall indemnify Indemnitee for such portion provisions of the Liabilities and Expenses that Indemnitee becomes legally obligated to pay in connection with any Proceeding referred to in sub-clause 3.1 in respect of which Indemnitee is entitled to indemnification hereunder, even if Indemnitee is not entitled to indemnification hereunder for the total amount thereofthis Section 5.6).
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Indemnity of Directors and Officers. 3.1 Subject to clause 1110, the Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by applicable law if Indemnitee was, is or becomes a party to or is threatened to be made a party to any actual, threatened, pending or completed Proceeding, including a Proceeding brought by or in the right of the Company, by reason of the fact that Indemnitee is or was a director, officer, employee, agent or fiduciary of a Group the Company or is or was serving at the request of one of the Group Companies Company as a director, officer, employee, partner, member, manager, trustee, agent or fiduciary of any other company, corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other entity or enterprise or by reason of anything done or not done by Indemnitee in any such capacity against any and all costs, liabilities, expenses (including reasonable attorneys’ retainers, ' fees and disbursements), judgments, penalties, fines and amounts paid in settlement (collectively "Liabilities and Expenses") actually and reasonably incurred by Indemnitee in connection with any such Proceeding (including, but not limited to, the investigation, defense, settlement or appeal thereof), and any local or foreign stamp duties or taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement, that are actually paid or incurred by Indemnitee in connection with any such Proceeding (collectively “Liabilities and Expenses”).
3.2 Subject to Notwithstanding any other provision of this Agreement other than clause 1110, the Company Indemnitee shall indemnify Indemnitee be indemnified against all Liabilities and Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s 's behalf in defending any Proceedings referred to in sub-clause 3.1 in which judgment is given in his favor (whether on the merits or otherwise)favour, in which he or she is acquitted or in respect of which relief is granted to him or her by the Court under section 281 of the Companies Act.
3.3 Subject to clause 1110, for the avoidance of doubt, the Company shall indemnify Indemnitee for such portion of the Liabilities and Expenses that Indemnitee becomes legally obligated to pay in connection with any Proceeding referred to in sub-clause 3.1 in respect of which Indemnitee is entitled to indemnification hereunder, even if Indemnitee is not entitled to indemnification hereunder for the total amount thereof.
3.4 Without limiting the scope of the indemnity provided under any other provision of this Agreement, if Indemnitee has reason to believe that any claim will or might be made against him in respect of any negligence, default, breach of duty or breach of trust, he may apply to the Court for relief pursuant to section 281 of the Companies Act and, to the extent that the Court relieves him, either wholly or partly, from his liability in accordance with section 281 of the Companies Act, Indemnitee shall be indemnified against any liability incurred by him in defending any Proceedings in accordance with paragraph 98(2)(b) of the Companies Act.
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