Indemnity of Employee. The Company hereby agrees to hold harmless and indemnify Employee to the fullest extent authorized or permitted by the provisions of the Bylaws and applicable law against any and all expenses (including attorneys’ fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Employee becomes legally obligated to pay because of any claim or claims made against or by him in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational, administrative or investigative (including an action by or in the right of the Company) to which Employee is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Employee is, was or at any time becomes a director, officer, Employee or other agent of Company, or is or was serving or at any time serves at the request of the Company as a director, officer, Employee or other agent of another corporation, partnership, joint venture, trust, Employee benefit plan or other enterprise.
Indemnity of Employee. Employer shall indemnify and hold harmless Employee from and against any and all claims, judgments, fines, penalties, liabilities, losses, costs and expenses (including reasonable attorneys' fees and costs) asserted against or incurred by Employee as a result of acts or omissions of Employee taken or made in the course of performing his duties for Employer or by reason of Employee acting or having acted as a director or officer of Employer, to the maximum extent permitted by law, including Section 607.0850, Florida Statutes (including the advancement of expense provisions thereof); provided, however, that such indemnity shall not apply to acts or omissions of Employee which constitute misconduct, gross negligence or which were intended by Employee to personally benefit Employee, directly or indirectly, at the expense of Employer, unless the matter which benefits Employee was first fully disclosed to the Board of Directors of Employer and approved by said Board. Employer further agrees to maintain Directors and Officers insurance coverage, for a minimum of $10 million, during the Employment Term or any extensions thereof.
Indemnity of Employee. Should Employee serve Corporation as a director or officer during the Term, Corporation shall hold harmless and indemnify Employee as a director or officer to the full extent authorized or permitted by the provisions of the Pennsylvania Business Corporation Law (the “State Statute”), or by any amendment thereof or other statutory provisions authorizing or permitting such indemnification which is adopted after the date hereof.
Indemnity of Employee. Employer agrees to indemnify Employee to the same extent that Employer is indemnifying its directors and officers as provided in Employer’s Articles of Incorporation and Bylaws in connection with any action or proceeding in which Employee was named a party by reason of the fact that Employee was serving as the Chief Executive Officer of Employer for his acts or omissions during the period when Employee was serving as the Chief Executive Officer of Employer until March 2, 2010, provided that Employee acted in good faith and in a manner Employee reasonably believed to be in the best interests of Employer, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Employee’s conduct was unlawful.
Indemnity of Employee. The Corporation shall indemnify and hold Employee harmless for all losses, claims, damages, causes of action and judgments (herein "Losses") sustained by Employee as a direct result of the discharge of his duties required by this Agreement; provided, however, such indemnification shall not cover Losses sustained by Employee as a result of Employee's gross negligence, willful misconduct, fraud or dishonesty.
Indemnity of Employee. Employer shall indemnify and hold harmless Employee from and against any and all claims, judgments, fines, penalties, liabilities, losses, costs and expenses (including reasonable legal fees and costs) asserted against or incurred by Employee as a result of acts or omissions of Employee taken or made in the course of performing his duties for Employer or by reason of Employee acting or having acted as a director or officer of Employer, to the maximum extent permitted by law, (including the advancement of expense provisions thereof); provided, however, that such indemnity shall not apply to acts or omissions of Employee which constitute misconduct, gross negligence or which were intended by Employee to personally benefit Employee, directly or indirectly, at the expense of Employer, unless the matter which benefits Employee was first fully disclosed to the Board of Directors of Employer and approved by said Board.
Indemnity of Employee. The Company agrees to indemnify, defend, and hold Employee, et al. harmless with respect to any actual or potential obligation, claim, demand, deficiency, levy, fine, penalty, interest, assessment, execution, judgment, recovery, dispute, lawsuit, subpoena or grievance (collectively “Disputes”) by any individual or entity arising out or resulting from actions taken by Employee in connection with his employment with the Company which were either authorized by any officer or director of the Company, or were within the course and scope of Employee’s authority within the Company. The Company specifically agrees that it intends this indemnification provision to exceed the scope of that provided by California Labor Code § 2802 and California Corporations Code § 317, and any provisions in the Company’s bylaws or other official records. Employee agrees to cooperate fully and without reservation (except in the event of a conflict of interest between Employee and the Company) in any Disputes initiated or currently in progress against the Company or against Employee as a representative for the Company, even if the Employee is not named as a party. Such cooperation shall include, without limitation, making himself available, upon reasonable notice, to the Company and its counsel to provide information relating to such Disputes and appearing for depositions, trial, settlement negotiations, or other activities in defense of the Disputes as requested by the Company and/or its counsel. The Company shall reimburse Employee for any expenses reasonably incurred which are directly related to fulfilling his duties under this paragraph. In the event that Employee’s services are required under this paragraph, the Company hereby agrees to compensate Employee for his time at a rate of $100 per hour.
Indemnity of Employee. Subject only to the limitations set forth in Section 2, below, the Company shall indemnify the Employee to the full extent not otherwise prohibited by the Statute or other applicable law, including without limitation indemnity:
(a) Against any and all costs and expenses (including travel, legal, expert, and other professional fees and expenses), judgments, damages, fines (including excise taxes with respect to employee benefit plans), penalties, and amounts paid in settlement actually and reasonably incurred by the Employee (collectively, “Expenses”), in connection with any threatened, pending, or completed action, suit or proceeding, or arbitration or other alternative dispute resolution mechanism, whether domestic or foreign, whether civil, criminal, administrative, or investigative, (each a “Proceeding”) to which the Employee is or at any time becomes a party, or is threatened to be made a party, as a result, directly or indirectly, of serving at any time: (i) as a director, officer, employee, or agent of the Company; or (ii) at the request of the Company as a director, officer, employee, trustee, fiduciary, manager, member, or agent of a corporation, partnership, trust, limited liability company, employee benefit plan, or other enterprise or entity, whether domestic or foreign; and
(b) Otherwise to the fullest extent that the Employee may be indemnified by the Company under the Regulations and the Statute, including without limitation the non-exclusivity provisions thereof.
Indemnity of Employee. Employer shall indemnify and hold harmless Employee from and against any and all claims, judgments, fines, penalties, liabilities, losses, costs and expenses (including reasonable attorneys' fees and costs) asserted against or incurred by Employee as a result of acts or omissions of Employee taken or made in the course of performing his duties for Employer or by reason of Employee acting or having acted as a director or officer of Employer, to the maximum extent permitted by law, including Section
Indemnity of Employee. Employer shall indemnify and hold harmless Employee from and against any and all claims, judgments, fines, penalties, liabilities, losses, costs and expenses (including reasonable attorneys' fees and costs) asserted against or incurred by Employee as a result of acts or omissions of Employee taken or made in the course of performing his duties for Employer or by reason of Employee acting or having acted as a director or officer of Employer, to the maximum extent permitted by law, including Section 607.0850, Florida Statutes (including the advancement of expense provisions thereof); provided, however, that
