PRESUMPTIVE INDEMNIFICATION Sample Clauses

PRESUMPTIVE INDEMNIFICATION. If the Insured Organisation is permitted or required to indemnify the Insured Person for any Loss pursuant to the memorandum or articles of association, certificate or articles of incorporation, by-laws or constitution of the Insured Organisation in effect at the inception of coverage hereunder, or any subsequently amended, restated or superseding memorandum or articles of association, certificate or articles of incorporation, by-laws or constitution which broaden the Insured Organisation's ability to indemnify the Insured Person and fails or refuses to indemnify the Insured Person for Loss other than for reason of Financial Impairment, then, notwithstanding any other conditions, provisions or terms of this Policy to the contrary, any payment by the Company of such Loss shall be subject to:
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PRESUMPTIVE INDEMNIFICATION. If the Insured Organisation is permitted or required by law to indemnify, or is not prevented by law from indemnifying, an Insured Person for Loss but fails or refuses, other than for reason of Financial Impairment, to so indemnify an Insured Person then the Company shall pay such Loss on behalf of such Insured Person subject to all the Exclusions of this policy. In such event the applicable Deductible Amount set forth in Item 3 of the Schedule shall be paid by an Insured Organisation to the Company within thirty (30) days of such payment, the Principal Organisation and the Insured Organisation being jointly and severally liable for making the payment. No Deductible Amount shall apply in the event of Financial Impairment.
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PRESUMPTIVE INDEMNIFICATION. If the Organisation:
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PRESUMPTIVE INDEMNIFICATION. If an Organisation is permitted or required by law to indemnify, or is not prevented by law from indemnifying, an Insured Person for Loss but fails or refuses, other than due to Financial Impairment, to so indemnify an Insured Person then the Company shall pay such Loss on behalf of such Insured Person subject otherwise to all the terms and exclusions of this policy. In such event the applicable Deductible Amount set forth in Item 3 of the Schedule shall be paid by an Organisation to the Company. No Deductible shall apply in the event of Financial Impairment. This section does not apply to Loss arising out of an Outside Directorship.
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PRESUMPTIVE INDEMNIFICATION. A. The Company agrees to indemnify the Insured Persons to the fullest extent permitted by law, taking all steps necessary or advisable in furtherance thereof, including the making in good faith of any application for court approval. The Company further agrees to advance Defense Costs actually and reasonably incurred by any Insured Person in defending any threatened, pending or contemplated action, suit or proceeding prior to a final disposition of any such action, suit or proceeding and shall not require any determination or adjudication, interim or final, of the entitlement of the Insured Person to indemnification, where permitted by law to do so. The financial ability of any Insured Person to make repayment shall not be a prerequisite to the making of such an advance, and the right to receive advancement of Defense Costs herein is a contractual right. The agreements contained in this paragraph are binding upon the Company and enforceable by the Insurer or the Insured Persons.
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PRESUMPTIVE INDEMNIFICATION. If with respect to any Claim the Sponsor Company is permitted or required by common or statutory law to indemnify the Insured Persons for any Loss, or to advance Defense Costs on their behalf (“Indemnifiable Loss”), and does not in fact do so other than for reasons of Financial Impairment, then the Retention for Indemnifiable Loss shown in Item 3B(ii) of the Declarations shall apply to such Loss. The resolutions of the board of directors or equivalent body of the Sponsor Company shall be deemed to provide indemnification for Loss to the fullest extent permitted by law. The Sponsor Company agrees to indemnify the Insured Persons to the fullest extent permitted by law, taking all steps necessary or advisable in furtherance thereof, including the making in good faith of any application for court approval.
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PRESUMPTIVE INDEMNIFICATION. The Company agrees to indemnify the Insured Persons to the fullest extent permitted by law, taking all steps necessary or advisable in furtherance thereof, including the making in good faith of any application for court approval, the passing of any resolution by the board of directors or shareholders of the Company, the amendment of any charter, bylaws, operating agreement or similar documents of the Company or the execution of any contract. The Company further agrees to advance Defense Costs actually and reasonably incurred by any Insured Person in defending any threatened, pending or contemplated action, suit or proceeding prior to a final disposition of any such action, suit or proceeding and shall not require any determination or adjudication, interim or final, of the entitlement of the Insured Person to indemnification, where permitted by law to do so. The financial ability of any Insured Person to make repayment shall not be a prerequisite to the making of such an advance, and the right to receive advancement of Defense Costs herein is a contractual right. The agreements contained in this paragraph are binding upon the Company and enforceable by the Insurer or the Insured Persons.
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PRESUMPTIVE INDEMNIFICATION. If the Organization is permitted or required by common or statutory law, but fails to indemnify the Insured for Loss (except by reason of its financial insolvency), any payment by the Underwriter of such Loss shall be subject to the Insuring Agreement C Retention amount set forth in Item 4.(A) of the Declarations. The charter, by-laws, shareholder and board of director's resolutions of the Organization shall be deemed to provide indemnification for such Loss to the fullest extent permitted by law. Part 2 Employment Practices Liability Insurance (To be read in conjunction with the Common Policy Definitions, Exclusions, and Conditions Sections, Parts 6, 7, 8 below)
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Related to PRESUMPTIVE INDEMNIFICATION

  • SECTION 11 – INDEMNIFICATION 11.1 Employee shall use due care in the performance of his obligations under the Agreement. If an action or proceeding is brought against Employee arising out of the performance of his duties, then:

  • Licensee Indemnification Licensee will indemnify, defend and hold harmless UM, its trustees, officers, agents and employees (collectively, the “Indemnified Parties”), from and against any and all liability, loss, damage, action, claim or expense suffered or incurred by the Indemnified Parties which results from or arises out of third party claims in connection with (individually, a “Liability” and collectively, the “Liabilities”):

  • Employee Indemnification In any claims against Huron Valley Schools, its departments, agencies, commissions, officers, employees, and agents, by any employee of the Contractor or any of its subcontractors, the indemnification obligation will not be limited in any way by the amount or type of damages, compensation, or benefits payable by or for the Contractor or any of its subcontractors under worker's disability compensation acts, disability benefit acts, or other employee benefit acts. This indemnification clause is intended to be comprehensive. Any overlap in provisions, or the fact that greater specificity is provided as to some categories of risk, is not intended to limit the scope of indemnification under any other provisions.

  • Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:

  • Indemnification and Save Harmless Provision The Association agrees to indemnify and hold the Board harmless against any liability which may arise by reason of any action taken by the Board in complying with the provisions of this Article.

  • Waiver and Indemnification Tenant waives all claims against Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) owners, and the beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from (a) any cause in, on or about the Premises, or (b) any negligence, willful misconduct or breach of this Lease of or by Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees (each, an “Act of Tenant”), except to the extent such Claim arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, except to the extent such Claim arises from any negligence, willful misconduct or breach of this Lease of or by any Tenant Party.

  • The Indemnified Person (a) shall give the Indemnifying Party notice of the Claim promptly after becoming aware thereof (including a statement of facts known to the Indemnified Person related to the Claim and an estimate of the amount thereof); (b) prior to taking any material action with respect to a Third Party Claim, shall consult with the Indemnifying Party as to the procedure to be followed in defending, settling, or compromising the Claim; (c) shall not consent to any settlement or compromise of a Third Party Claim without the written consent of the Indemnifying Party; (d) shall permit the Indemnifying Party to assume the defense of a Third Party Claim (including, except as provided below, the compromise or settlement thereof) at the Indemnifying Party’s own cost and expense, provided, however, that the Indemnified Person shall have the right to approve the Indemnifying Party's choice of legal counsel.

  • Union Indemnification In consideration of full and active participation by the member organizations of the Coalition in the WPS program, and in recognition of the potential liability which might result solely from that participation, Kaiser Foundation Hospitals and Kaiser Foundation Health Plan, Inc. agree that they, or one of the subsidiary health plan organizations of Xxxxxx Foundation Health Plan, Inc., will indemnify Coalition unions and their officers and employees, and hold them harmless against any and all suits, claims, demands and liabilities arising from or relating to their participation in WPS with Xxxxxx Permanente.

  • Exculpation and Indemnification (a) No Protected Person shall be liable to the Company or any Manager or any other Member for any action taken or omitted to be taken by it or by other Person with respect to the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false.

  • No Indemnification This indemnity will not apply in respect of an Indemnified Party in the event and to the extent that a Court of competent jurisdiction in a final judgment shall determine that the Indemnified Party was grossly negligent or guilty of willful misconduct.

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