Common use of Service by the Indemnitee Clause in Contracts

Service by the Indemnitee. The Indemnitee agrees to serve or to continue to serve as a director or officer of the General Partner and will discharge his/her duties and responsibilities to the best of his/her ability so long as the Indemnitee is duly elected or appointed in accordance with the provisions of the General Partner’s Certificate of Formation, as amended (the “GP Certificate”), the Amended and Restated Limited Liability Company Agreement of the General Partner dated as of May 22, 2017, as amended (the “GP LLC Agreement”), the Delaware Limited Liability Company Act, as amended and the Delaware Revised Uniform Limited Partnership Act, as amended (the “DRULPA”), or until his/her earlier death, retirement, resignation or removal, or also in the case of a director, until his/her successor shall have been duly elected and qualified. The Indemnitee may at any time and for any reason resign from such position (subject to any other obligation, whether contractual or imposed by operation of law), in which event this Agreement shall continue in full force and effect after such resignation. Additionally, this Agreement shall remain in full force and effect after the death, retirement or removal of the Indemnitee, or also in the case of a director, until his/her successor shall have been duly elected and qualified. Notwithstanding the forgoing, this Agreement may be terminated in accordance with Section 22 hereof. Nothing in this Agreement shall confer upon the Indemnitee the right to be employed by or to serve as a director or officer of the Partnership or to continue in the employ of the General Partner or to serve as a director or officer of the General Partner, or affect the right of the General Partner to terminate, in the General Partner’s sole discretion (with or without cause) and at any time, the Indemnitee’s employment or position as a director or officer, in each case, subject to any contractual rights of the Indemnitee existing otherwise than under this Agreement.

Appears in 10 contracts

Samples: Indemnification Agreement (Oasis Midstream Partners LP), Indemnification Agreement (Oasis Midstream Partners LP), Indemnification Agreement (Oasis Midstream Partners LP)

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Service by the Indemnitee. The Indemnitee agrees to serve or to and/or continue to serve as a director or officer of the General Partner Company and/or another Enterprise, as applicable, faithfully and will discharge his/her his duties and responsibilities to the best of his/her his ability so long as the Indemnitee is duly elected or appointed qualified in accordance with the provisions of the General Partner’s Certificate of FormationIncorporation of the Company (as may be amended from time to time, the “Certificate”), the Bylaws of the Company (as may be amended from time to time, the “Bylaws”), other similar organizational document of another Enterprise, as applicable, the General Corporation Law of the State of Delaware, as amended (the “GP CertificateDGCL), ) and any other applicable law in effect on the Amended date of this Agreement and Restated Limited Liability Company Agreement of the General Partner dated as of May 22, 2017, as amended (the “GP LLC Agreement”), the Delaware Limited Liability Company Act, as amended and the Delaware Revised Uniform Limited Partnership Act, as amended (the “DRULPA”)from time to time, or until his/her his earlier death, retirement, resignation or removal, or also in the case of a director, until his/her successor shall have been duly elected and qualified. The Indemnitee may may, at any time and for any reason reason, resign from such position (subject to any other obligation, whether contractual obligation or other obligation imposed by operation of by law), in which event the Company shall have no obligation under this Agreement shall to continue in full force and effect after such resignation. Additionally, this Agreement shall remain in full force and effect after the death, retirement employment or removal directorship of the Indemnitee, or also in the case of a director, until his/her successor Indemnitee and Indemnitee shall have been duly elected and qualified. Notwithstanding the forgoing, this Agreement may be terminated in accordance with Section 22 hereofno further obligation to serve. Nothing in this Agreement shall confer upon the Indemnitee the right to be employed by or to serve as a director or officer of the Partnership or to continue in the employ of the General Partner Company or to serve another Enterprise or as a director or officer of the General Partner, Company or another Enterprise or affect the right of the General Partner Company or another Enterprise to terminate, terminate the Indemnitee’s employment at any time in the General Partner’s sole discretion (of the Company or applicable Enterprise, with or without cause) and at any time, the Indemnitee’s employment or position as a director or officer, in each case, subject to any contractual contract rights of the Indemnitee created or existing otherwise than under this Agreement.

Appears in 3 contracts

Samples: Indemnification Agreement (Wingstop Inc.), Indemnification Agreement (Wingstop Inc.), Indemnification Agreement (ECPM Holdings, LLC)

Service by the Indemnitee. The Indemnitee agrees to serve or to continue to serve as a director or officer of the General Partner and will discharge his/her duties and responsibilities to the best of his/her ability so long as the Indemnitee is duly elected or appointed in accordance with the provisions of the General Partner’s Certificate of Formation, as amended (the “GP Certificate”), the Amended and Restated Limited Liability Company Agreement of the General Partner dated as of May 22, 2017, as amended (the “GP LLC Agreement”), the Delaware Limited Liability Company Act, as amended amended, and the Delaware Revised Uniform Limited Partnership Act, as amended (the “DRULPA”), or until his/her earlier death, retirement, resignation or removal, or also in the case of a director, until his/her successor shall have been duly elected and qualified. The Indemnitee may at any time and for any reason resign from such position (subject to any other obligation, whether contractual or imposed by operation of law), in which event this Agreement shall continue in full force and effect after such resignation. Additionally, this Agreement shall remain in full force and effect after the death, retirement or removal of the Indemnitee, or also in the case of a director, until his/her successor shall have been duly elected and qualified. Notwithstanding the forgoingforegoing, this Agreement may be terminated in accordance with Section 22 20 hereof. Nothing in this Agreement shall confer upon the Indemnitee the right to be employed by or to serve as a director or officer of the Partnership or to continue in the employ of the General Partner or to serve as a director or officer of the General Partner, or affect the right of the General Partner to terminate, in the General Partner’s sole discretion (with or without cause) and at any time, the Indemnitee’s employment or position as a director or officer, in each case, subject to any contractual rights of the Indemnitee existing otherwise than under this Agreement.

Appears in 2 contracts

Samples: Indemnification Agreement (Sprague Resources LP), Indemnification Agreement (Sprague Resources LP)

Service by the Indemnitee. The Indemnitee agrees to serve or to and/or continue to serve as a director or officer of the General Partner Company faithfully and will discharge his/her duties and responsibilities to the best of his/her ability so long as the Indemnitee is duly elected or appointed qualified in accordance with the provisions of the General Partner’s Certificate of FormationIncorporation of Cellu Tissue Holdings, Inc. (as may be amended from time to time, the “Certificate”), the Bylaws of Cellu Tissue Holdings, Inc. (as may be amended from time to time, the “Bylaws”), the General Corporation Law of the State of Delaware, as amended (the “GP CertificateDGCL), ) and any other applicable law in effect on the Amended date of this Agreement and Restated Limited Liability Company Agreement of the General Partner dated as of May 22, 2017, as amended (the “GP LLC Agreement”), the Delaware Limited Liability Company Act, as amended and the Delaware Revised Uniform Limited Partnership Act, as amended (the “DRULPA”)from time to time, or until his/her earlier death, retirement, resignation or removal, or also in the case of a director, until his/her successor shall have been duly elected and qualified. The Indemnitee may may, at any time and for any reason reason, resign from such position (subject to any other obligation, whether contractual obligation or other obligation imposed by operation of by law), in which event the Company shall have no obligation under this Agreement shall to continue in full force and effect after such resignation. Additionally, this Agreement shall remain in full force and effect after the death, retirement employment or removal directorship of the Indemnitee, or also in the case of a director, until his/her successor Indemnitee and Indemnitee shall have been duly elected and qualified. Notwithstanding the forgoing, this Agreement may be terminated in accordance with Section 22 hereofno further obligation to serve. Nothing in this Agreement shall confer upon the Indemnitee the right to be employed by or to serve as a director or officer of the Partnership or to continue in the employ of the General Partner Company or to serve as a director or officer of the General Partner, Company or affect the right of the General Partner Company to terminate, terminate the Indemnitee’s employment at any time in the General Partner’s sole discretion (of the Company, with or without cause) and at any time, the Indemnitee’s employment or position as a director or officer, in each case, subject to any contractual contract rights of the Indemnitee created or existing otherwise than under this Agreement.

Appears in 2 contracts

Samples: Indemnification Agreement (Cellu Tissue Holdings, Inc.), Indemnification Agreement (Cellu Tissue Holdings, Inc.)

Service by the Indemnitee. The Indemnitee agrees to serve or to and/or continue to serve as a director or officer of the General Partner Company and/or another Enterprise, as applicable, faithfully and will discharge [his/her ] [her] duties and responsibilities to the best of [his/her ] [her] ability so long as the Indemnitee is duly elected or appointed qualified in accordance with the provisions of the General Partner’s Certificate of FormationIncorporation of the Company (as may be amended from time to time, the “Certificate”), the Bylaws of the Company (as may be amended from time to time, the “Bylaws”), other similar organizational document of another Enterprise, as applicable, the General Corporation Law of the State of Delaware, as amended (the “GP CertificateDGCL), ) and any other applicable law in effect on the Amended date of this Agreement and Restated Limited Liability Company Agreement of the General Partner dated as of May 22, 2017, as amended (the “GP LLC Agreement”), the Delaware Limited Liability Company Act, as amended and the Delaware Revised Uniform Limited Partnership Act, as amended (the “DRULPA”)from time to time, or until [his/her ] [her] earlier death, retirement, resignation or removal, or also in the case of a director, until his/her successor shall have been duly elected and qualified. The Indemnitee may may, at any time and for any reason reason, resign from such position (subject to any other obligation, whether contractual obligation or other obligation imposed by operation of by law), in which event the Company shall have no obligation under this Agreement shall to continue in full force and effect after such resignation. Additionally, this Agreement shall remain in full force and effect after the death, retirement employment or removal directorship of the Indemnitee, or also in the case of a director, until his/her successor Indemnitee and Indemnitee shall have been duly elected and qualified. Notwithstanding the forgoing, this Agreement may be terminated in accordance with Section 22 hereofno further obligation to serve. Nothing in this Agreement shall confer upon the Indemnitee the right to be employed by or to serve as a director or officer of the Partnership or to continue in the employ of the General Partner Company or to serve another Enterprise or as a director or officer of the General Partner, Company or another Enterprise or affect the right of the General Partner Company or another Enterprise to terminate, terminate the Indemnitee’s employment at any time in the General Partner’s sole discretion (of the Company or applicable Enterprise, with or without cause) and at any time, the Indemnitee’s employment or position as a director or officer, in each case, subject to any contractual contract rights of the Indemnitee created or existing otherwise than under this Agreement.

Appears in 2 contracts

Samples: Indemnification Agreement (Fleetcor Technologies Inc), Indemnification Agreement (Fleetcor Technologies Inc)

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Service by the Indemnitee. The Indemnitee agrees to serve or to continue to serve as a director or officer of the General Partner and will discharge his/her duties and responsibilities to the best of his/her ability so long as the Indemnitee is duly elected or appointed in accordance with the provisions of the General Partner’s Certificate of Formation, as amended (the “GP Certificate”), the Amended and Restated Limited Liability Company Agreement of the General Partner dated as of May 22, 2017, as amended (the “GP LLC Agreement”), the Delaware Limited Liability Company Act, as amended and the Delaware Revised Uniform Limited Partnership Act, as amended (the “DRULPA”), or until his/her earlier death, retirement, resignation or removal, or also in the case of a director, until his/her successor shall have been duly elected and qualified. The Indemnitee may at any time and for any reason resign from such position (subject to any other obligation, whether contractual or imposed by operation of law), in which event this Agreement shall continue in full force and effect after such resignation. Additionally, this Agreement shall remain in full force and effect after the death, retirement or removal of the Indemnitee, or also in the case of a director, until his/her successor shall have been duly elected and qualified. Notwithstanding the forgoingforegoing, this Agreement may be terminated in accordance with Section 22 23 hereof. Nothing in this Agreement shall confer upon the Indemnitee the right to be employed by or to serve as a director or officer of the Partnership or to continue in the employ of the General Partner or to serve as a director or officer of the General Partner, or affect the right of the General Partner to terminate, in the General Partner’s sole discretion (with or without cause) and at any time, the Indemnitee’s employment or position as a director or officer, in each case, subject to any contractual rights of the Indemnitee existing otherwise than under this Agreement.

Appears in 2 contracts

Samples: Indemnification Agreement (MorningStar Partners, L.P.), Indemnification Agreement (BP Midstream Partners LP)

Service by the Indemnitee. The Indemnitee agrees to serve or to continue to serve as a director or officer of the General Partner and will discharge his/her duties and responsibilities to the best of his/her ability so long as the Indemnitee is duly elected or appointed in accordance with the provisions of the General Partner’s Certificate of Formation, as amended (the “GP Certificate”), the Amended and Restated Limited Liability Company Agreement of the General Partner dated as of May 22, 2017, as amended (the “GP LLC Agreement”), the Delaware Limited Liability Company Act, as amended and the Delaware Revised Uniform Limited Partnership Act, as amended (the “DRULPA”), or until his/her earlier death, retirement, resignation or removal, or also in the case of a director, until his/her successor shall have been duly elected and qualified. The Indemnitee may at any time and for any reason resign from such position (subject to any other obligation, whether contractual or imposed by operation of law), in which event this Agreement shall continue in full force and effect after such resignation. Additionally, this Agreement shall remain in full force and effect after the death, retirement or removal of the Indemnitee, or also in the case of a director, until his/her successor shall have been duly elected and qualified. Notwithstanding the forgoing, this Agreement may be terminated in accordance with Section 22 hereof. Nothing in this Agreement shall confer upon the Indemnitee the right to be employed by or to serve as a director or officer of the Partnership or to continue in the employ of the General Partner or to serve as a director or officer of the General Partner, or affect the right of the General Partner to terminate, in the General Partner’s sole discretion (with or without cause) and at any time, the Indemnitee’s employment or position as a director or officer, in each case, subject to any contractual rights of the Indemnitee existing otherwise than under this Agreement.

Appears in 1 contract

Samples: Indemnification Agreement (Oasis Midstream Partners LP)

Service by the Indemnitee. The Indemnitee agrees to serve or to continue to serve as a director or officer of the General Partner and will discharge his/her duties and responsibilities to the best of his/her ability so long as the Indemnitee is duly elected or appointed in accordance with the provisions of the General Partner’s Certificate of Formation, as amended (the “GP Certificate”), the Amended and Restated Limited Liability Company Agreement of the General Partner dated as of May 22, 2017, as amended (the “GP LLC Agreement”), the Delaware Limited Liability Company Act, as amended and the Delaware Revised Uniform Limited Partnership Act, as amended (the “DRULPA”), or until his/her earlier death, retirement, resignation or removal, or also in the case of a director, until his/her successor shall have been duly elected and qualified. The Indemnitee may at any time and for any reason resign from such position (subject to any other obligation, whether contractual or imposed by operation of law), in which event this Agreement shall continue in full force and effect after such resignation. Additionally, this Agreement shall remain in full force and effect after the death, retirement or removal of the Indemnitee, or also in the case of a director, until his/her successor shall have been duly elected and qualified. Notwithstanding the forgoing, this Agreement may be terminated in accordance with Section 22 ‎22 hereof. Nothing in this Agreement shall confer upon the Indemnitee the right to be employed by or to serve as a director or officer of the Partnership or to continue in the employ of the General Partner or to serve as a director or officer of the General Partner, or affect the right of the General Partner to terminate, in the General Partner’s sole discretion (with or without cause) and at any time, the Indemnitee’s employment or position as a director or officer, in each case, subject to any contractual rights of the Indemnitee existing otherwise than under this Agreement.

Appears in 1 contract

Samples: Indemnification Agreement (Oasis Midstream Partners LP)

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