Indemnity Rights. The Company shall indemnify each Member or Manager who is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of its actions as a Member or Manager or by reason of its acts while serving at the request of the Company as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorneys’ fees, and against judgments, fines, and amounts paid in settlement actually and reasonably incurred by it in connection with such action, suit, or proceeding, provided that the acts of such Manager or Member were not committed with gross negligence or willful misconduct, and, with respect to any criminal action or proceeding, such Manager or Member had no reasonable cause to believe its conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of no contest or its equivalent shall not, in and of itself, create a presumption that the Manager or Member acted with gross negligence or willful misconduct, or with respect to any criminal action or proceeding, had reasonable cause to believe that its conduct was unlawful.
Indemnity Rights. The Parties agree that the terms and provisions of Section 24 of the Employment Agreement shall remain in full force and effect.
Indemnity Rights. All indemnity and contribution rights granted to or owed by third parties to Asset Seller to the extent relating to any Excluded Asset or Excluded Liabilities, and any and all rights or assets to the extent arising from and directly related to the defense, release, compromise, discharge or satisfaction by Asset Seller of such Excluded Liabilities;
Indemnity Rights. The Parties agree that the terms and provisions of Section 9(g) of the Employment Agreement shall remain in full force and effect.
Indemnity Rights. The Company shall indemnify each Member or Interest Holder who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of his or her actions as a Tax Matters Partner, Member or Interest Holder or by reason of his or her acts while serving at the request of the Company as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorneys' fees, and against judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding, provided that the acts of such Member or Interest Holder were not committed with gross negligence or willful mis- conduct, and, with respect to any criminal action or proceeding, such Member or Interest Holder had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of no contest or its equivalent, shall not, in and of itself, create a presumption that the Member or Interest Holder acted with gross negligence or willful misconduct, or with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
Indemnity Rights. This Agreement shall not impair in any way the rights of Executive or the obligations of Xxxxxx Drilling under the terms of that certain Indemnification Agreement between Xxxxxx Drilling and the Executive dated April 6, 2004, and by its execution of this Agreement Xxxxxx Drilling expressly re-affirms all the rights of Executive and obligations of Xxxxxx Drilling under the terms of said Indemnification Agreement. Further, Executive will be given reasonable access to all Xxxxxx Drilling records that are deemed necessary or helpful to Executive or his counsel on any matter to which the Indemnification Agreement applies subject to execution by Executive of a Confidentiality Agreement with terms and conditions reasonably acceptable to Xxxxxx Drilling related to such records.
Indemnity Rights. The Finn, its receiver or trustee, shall indemnify and hold harmless any Interest Holder (the "Indemnified Party") who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (including any action by or in the right of the Firm) by reason of any acts, omissions, or alleged acts or omissions arising out of the Indemnified Party's activities as a Member or Interest Holder on behalf of the Firm or in furtherance of the interests of the Firm, against losses, damages, or expenses for which such Indemnified Party is not otherwise entitled to reimbursement (including attorney's fees, judgments, fines, and amounts paid in settlement) actually and reasonably incurred by him in 9 AR00054941 connection with such action, suit, or proceeding so long as he did not engage in willful misconduct or act fraudulently, in bad faith, or in a grossly negligent manner. Nothing contained herein shall be construed to relieve a Member or Interest Holder from any liability to the Firm or the Interest Holders for fraud, bad faith, willful misconduct, or gross negligence. SECTION VI Members 6.1. ?
Indemnity Rights. The Company shall indemnify each Member, Manager and officer of the Company and their respective Affiliates (each an “Indemnified Party”) who was or is a party or is threatened to be made a party to any threatened, pending, or completed investigation, action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of its actions as a member, manager or officer of the Company or by reason of its acts while serving at the request of the Company as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against out-of-pocket expenses, including attorneys’ fees, and against judgments, fines, and amounts paid in settlement actually and reasonably incurred by it in connection with such action, suit, or proceeding, provided that the acts of such Indemnified Party were not committed with gross negligence or willful misconduct, and, with respect to any criminal action or proceeding, such Indemnified Party had no reasonable cause to believe his conduct was unlawful. The termination of any investigation, action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of no contest or its equivalent, shall not, in and of itself, create a presumption that the Indemnified Party acted with gross negligence or willful misconduct, or with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
Indemnity Rights. 8.1 The Broker agrees to indemnify All Parks and its officers and employees and keep All Parks and its officers and employees indemnified from and against any liability, loss damage claims, costs, charges or expenses including consequential loss or legal expenses resulting or arising (directly or indirectly) from:
8.1.1 Any breach by the Broker of this Agreement; or
8.1.2 Any act or omission of the Broker that is fraudulent, wrongful or negligent.
8.2 The Broker acknowledges All Parks is acting on behalf of the Insurer under a binding agreement and that any rights created by this document, or any obligations put on the Broker are created in favour of and exercisable by both All Parks & the Insurer
Indemnity Rights. This Agreement does not impact, change or amend any indemnification agreements between Mx. Xxxxxxxxx and the Company for the benefit of Mx. Xxxxxxxxx under which Mx. Xxxxxxxxx would otherwise have been able to receive indemnification after termination of employment.
