Rights of Indemnification. (a) Indemnitee shall be indemnified by the Fund against all liability and against all Expenses actually and reasonably incurred by Indemnitee or on the Indemnitee’s behalf in connection with any Proceeding in which Indemnitee is, or is threatened to be, involved as a party or otherwise by virtue of his or her Corporate Status, whether or not such Proceeding is brought by or in the right of the Fund and irrespective of whether the conduct that is the subject of the Proceeding occurred during or after the service of Indemnitee; provided, that no indemnification shall be provided hereunder to the extent that Indemnitee engaged in conduct for which indemnification may not lawfully be provided to Indemnitee.
(b) Without limiting any other rights of Indemnitee under this Agreement, if Indemnitee is, pursuant to the terms hereof, entitled to indemnification as to one or more but less than all claims, matters or issues in a Proceeding, the Fund shall indemnify Indemnitee against all liability and against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each claim, matter or issue for which Indemnitee is entitled to indemnification under this Agreement.
Rights of Indemnification. The Company during the Term of this Agreement and at any time thererafter shall indemnify the Executive to the fullest extent permitted by the Law of the Commonwealth of Pennsylvania, as amended from time to time, for all amounts (including without limitation, judgments, fines, settlement payments, expenses and attorney’s fees) incurred or paid by the Executive in connection with any action, suit, investigation or proceeding arising out of or relating to the performance by the Executive of services for, or the acting by the Executive as a director, officer or employee of the Company, or any other person or enterprise at the Company’s request.
Rights of Indemnification. The Company shall indemnify the Executive to the fullest extent permitted by the General Corporation Law of the State of Delaware, as amended from time to time, for all amounts (including without limitation, judgments, fines, settlement payments, expenses and attorney’s fees) incurred or paid by the Executive in connection with any action, suit, investigation or proceeding arising out of or relating to the performance by the Executive of services for, or the acting by the Executive as a director, officer or employee of the Company, or any other person or enterprise at the Company’s request.
Rights of Indemnification. (a) It is understood and agreed that Buyer does not assume and shall not be obligated to pay, any liabilities of the Seller under the terms of the Agreement or otherwise, and it shall not be obligated to perform any obligations of the Seller, of any kind or manner except by reason of the contracts, leases and business agreements expressly assigned to and assumed by Buyer hereunder. The Seller hereby agrees to indemnify and hold Buyer and its successors and assigns (collectively, "Indemnified Parties", and individually, an "Indemnified Party") harmless for a period of one (1) year from the Closing Date, from and against:
(i) Any and all damage of deficiency resulting from any misrepresentation, breach of warranty, or non-fulfillment of any agreement on the part of the Seller under this Agreement, or from any misrepresentation in or omission from any certificate or other instrument furnished to any Indemnified Party pursuant to this Agreement or in connection with any of the transactions contemplated hereby; and
(ii) Any and all actions, suits, proceeding, damages, assessments, judgments, costs and expenses, including reasonable attorney's fees incurred by any Indemnified Party as a result of the failure or refusal of Seller to compromise or defend any claim incident to, or otherwise fail to comply with, the foregoing provisions.
(b) If any claim or liability shall be asserted against any Indemnified Party which would give rise to a claim by such Indemnified Party against Seller for indemnification under the provisions of this Section, such Indemnified Party shall promptly notify the Seller in
Rights of Indemnification. 8.1. The Company shall indemnify the Executive to the fullest extent permitted by the General Corporation Law of the State of Delaware, as amended from time to time, for all amounts (including without limitation, judgments, fines, settlement payments, expenses and attorney's fees) incurred or paid by the Executive in connection with any action, suit, investigation or proceeding arising out of or relating to the performance by the Executive of services for, or the acting by the Executive as a director, officer or employee of the Company, or any other person or enterprise at the Company's request.
8.2. The Company shall use its best efforts to obtain and maintain in full force and effect during the Term, directors' and officers' liability insurance policies providing full and adequate protection to the Executive for his capacities, provided that the Board shall have no obligation to purchase such insurance if, in its opinion, coverage is available only on unreasonable terms.
Rights of Indemnification. The Company shall defend and indemnify the Executive to the fullest extent permitted by the General Corporation Law of the State of Delaware, as amended from time to time, for all amounts (including without limitation, judgments, fines, settlement payments, expenses and attorney’s fees) (“Expenses”) incurred or paid by the Executive in connection with any action, suit, investigation or proceeding arising out of or relating to the performance by the Executive of services for, or the acting by the Executive as a director, officer or employee of the Company, or any other person or enterprise at the Company’s request (a “ Proceeding”). Expenses incurred by the Executive in connection with any indemnification-eligible Proceeding shall be paid by the Company in advance upon request of Executive that the Company pay such Expenses, (a) after receipt by the Company of a written request from Executive for such advance, together with documentation reasonably acceptable to the Board of Directors, and (b) subject to an undertaking by Executive to pay back any advanced amounts for which it is determined that the Executive was not entitled to indemnification as described below.
Rights of Indemnification. (a) Subject to the provisions of the Employer's Certificate of Incorporation and Bylaws, each as amended from time to time, the Employer shall indemnify the Employee to the fullest extent permitted by The Companies Act of the Commonwealth of the Bahamas, as amended from time to time, for all amounts (including without limitation, judgments, fines, settlement payments, expenses and attorney's fees) incurred or paid by the Employee in connection with any action, suit, investigation or proceeding arising out of or relating to the performance by the Employee of services for, or the acting by the Employee as a director, officer or employee of the Employer, or any other person or enterprise at the Employer's request. Upon request of the Employee, all costs and expenses of indemnification required hereunder shall be paid in advance.
(b) The Employer shall use its best efforts to obtain and maintain in full force and effect during the Term directors' and officers' liability insurance policies providing full and adequate protection to the Employee for is capacities, provided that the Board of Directors of the Employer shall have no obligation to purchase such insurance if, in its opinion, coverage is available only on unreasonable terms.
Rights of Indemnification. Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if, by reason of his Corporate Status, he is involved, or is threatened to be involved, as a party or otherwise, in connection with any Proceeding. Pursuant to this Section 3, Indemnitee shall be indemnified and held harmless from and against any and all losses, claims, damages, liabilities, joint or several, judgments, fines, penalties, interest, settlements or other amounts and all Expenses incurred by him or on his behalf arising from any and all Proceedings in which Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, in connection with any act or omission performed, or omitted to be performed by such Indemnitee in good faith on behalf of or with respect to the Company or by reason of Indemnitee’s Corporate Status; provided, however, that Indemnitee shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 3, Indemnitee acted in bad faith or engaged in fraud, willful misconduct, or in the case of a criminal matter, acted with knowledge that Indemnitee’s conduct was unlawful.
Rights of Indemnification. Independent Contractor agrees to indemnify, defend and hold harmless Alliance for Strong Families and Communities, Inc., and Alliance for Strong Families and Communities, Inc.’s officers, directors, employees, agents, volunteers and others acting at the direction and control of Alliance for Strong Families and Communities, Inc. pursuant to the terms of the Agreement, from and against all claims, actions, liability, damages, judgments, settlements or otherwise, and all related costs and expenses (including reasonable attorney’s fees and court costs), (collectively “damages”), Alliance for Strong Families and Communities, Inc. becomes legally obligated to pay on account of or related to Independent Contractor’s breach of the Agreement; termination without cause; or, the negligent, reckless, grossly negligent, willful, wanton, intentional or other wrongful actions or inactions of Independent Contractor or anyone acting at the direction and control of Independent Contractor, with respect to performance of the Services. For the purposes of this section, the term “Independent Contractor” shall include Independent Contractor’s employees, agents, and representatives, and anyone employed by any of them, or anyone for whose actions any of them may be liable. The foregoing provision and all other liabilities of the Independent Contractor hereunder, shall survive the termination of this Agreement.
Rights of Indemnification. The Company shall indemnify the Executive to the fullest extent permitted by the General Corporation Law of the State of Delaware, as amended from time to time, for all amounts (including without limitation, judgments, fines, settlement payments, expenses and attorney’s fees) incurred or paid by the Executive in connection with any action, suit, investigation or proceeding arising out of or relating to the performance by the Executive of services for, or the acting by the Executive as a director, officer or employee of the Company, or any other person or enterprise at the Company’s request. The Company shall have the Executive named as a covered person under its director and officer liability insurance policies as may be in effect from time to time.
