Indemnification of Covered Persons Sample Clauses
The Indemnification of Covered Persons clause obligates one party to protect and compensate certain individuals or entities (the "covered persons") against losses, damages, or legal liabilities arising from their involvement in the agreement. Typically, this clause applies to directors, officers, employees, or agents of a company, ensuring they are shielded from personal financial responsibility for actions taken in good faith within the scope of their duties. Its core function is to allocate risk by transferring potential legal and financial burdens away from covered individuals, thereby encouraging their participation and decision-making without fear of personal liability.
POPULAR SAMPLE Copied 1 times
Indemnification of Covered Persons to the fullest extent possible (i) from applicable insurance policies (including any insurance policies referred to in Section 13.6 (Insurance)), and (ii) from Persons other than the Limited Partners (for example, out of the Fund’s assets or from Portfolio Companies), then (iii) from Remaining Commitments, before finally causing the Fund to make payments pursuant to Section 16.2 (Indemnification of Covered Persons) and before finally requiring the Limited Partners to return distributions to the Fund pursuant to Section 16.3 (Limited Partner Giveback) to the minimum extent necessary to fund such part of any indemnification obligation that remains unfulfilled from other sources. The General Partner shall obtain and maintain prudent insurance policies to mitigate the risk to the Fund of the indemnification obligations of the Fund described in this Article 16 (Exculpation and Indemnification).
Indemnification of Covered Persons. 16.2.1 Each GP Covered Person shall be indemnified and held harmless by the Fund, from and against any and all Damages that it suffers or incurs as a result of acts or omissions conducted by it on behalf of the Fund or its management of the affairs of the Fund. Notwithstanding the foregoing, no GP Covered Person shall be indemnified for or be held harmless from any Damages to the extent such Damages are based upon, arise out of or are otherwise in connection with an Indemnification Exclusion Event. In all cases, no GP Covered Person shall be indemnified or held harmless hereunder without first using best efforts to be indemnified by, held harmless or otherwise reimbursed from other available sources (including Portfolio Companies and insurance coverage of either a Portfolio Company or as provided for pursuant to Section 13.6 (Insurance), to the fullest extent permitted by applicable law). Any indemnification amount paid hereunder shall be reduced by amounts received from such other sources and each GP Covered Person shall refund any indemnification payments to the extent of amounts subsequently received from such other sources.
16.2.2 Each AC Covered Person shall be indemnified and held harmless by the Fund from and against any and all Damages suffered or incurred by any of them as a result of acts or omissions of the Advisory Committee or any member thereof. Notwithstanding the foregoing, no AC Covered Person shall be entitled to indemnification hereunder against any Damages to the extent found by a court to be based upon, arise out of or otherwise are in connection with the bad faith of the relevant Advisory Committee member. For the avoidance of doubt, the actions or omissions of an Advisory Committee member made in the interest of the Limited Partner associated with such Advisory Committee member shall not be deemed bad faith.
16.2.3 Expenses incurred by a Covered Person in defending a claim or proceeding may be paid by the Fund in advance of the final disposition of such claim or proceeding; provided that (i) the Covered Person undertakes to repay such amount if it is ultimately determined that such Person was not entitled to be indemnified, and (ii) no expenses may be advanced to any Covered Person named as a party in any action brought by or on behalf of [ ]% in Interest.
16.2.4 The General Partner shall promptly report the commencement of any Proceeding or any claim for indemnification under this Section 16.2 (Indemnification of Covered Persons), a...
Indemnification of Covered Persons. Every Covered Person shall be indemnified by the Trust to the fullest extent permitted by the Delaware Act, the Bylaws and other applicable law.
Indemnification of Covered Persons. (a) For the purpose of this Section, “Covered Person” includes any Person who is or was a Trustee, Sponsor or officer of the Trust.
(b) The Trust (or, in furtherance on Article IV Section 4(b)(ii), any Fund separately to the extent the matter in question relates to a Fund or is otherwise disproportionate) shall indemnify and hold harmless each Covered Person against all claims, losses, liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person, in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such Covered Person may be or may have been threatened, while in office or thereafter, by reason of any alleged act or omission as a Covered Person or by reason of his or her being or having been such a Covered Person except with respect to any matter as to which such Covered Person shall have been finally adjudicated in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders by reason of willful misconduct or gross negligence of such Covered Person.
(c) Expenses, including counsel fees, so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties) shall be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Section.
Indemnification of Covered Persons shall continue to afford protection to each Covered Person regardless of whether such Covered Person remains in the position or capacity pursuant to which such Covered Person became entitled to indemnification under this Section 16.2 (Indemnification of Covered Persons) and no amendments of this Agreement without the consent of such Covered Person shall reduce or restrict the indemnification under this Section 16.2 (Indemnification of Covered Persons).
Indemnification of Covered Persons. The Advisory Committee shall be entitled to appoint professional advisors, and the General Partner shall cause the reasonable fees and expenses of any such advisors to be paid by the Fund as a Fund Expense.
Indemnification of Covered Persons. Except as set forth in Section 11.7, the Fund shall defend, indemnify, save harmless, and pay all judgments and claims against the Covered Persons relating to any Liabilities incurred by reason of any act performed or omitted to be performed by any of them in connection with the business of the Fund, including reasonable attorneys’ fees incurred by any of them in connection with the defense of any Proceeding, which attorneys’ fees shall be paid as incurred; provided, however, that there shall be no indemnification of a Person pursuant to this Section 11.4 from any liability arising out of any negligent act or omission of such Person or one that constitutes a breach of the implied contractual covenant to the Fund, its Members, or the Manager of good faith and fair dealing.
Indemnification of Covered Persons. (a) Parent and Merger Sub agree that all rights to indemnification existing as of the date of this Agreement for acts or omissions occurring on or prior to the Effective Time in favor of the current or former managers, directors, officers or other employees of the Company and each of its Subsidiaries currently indemnified by the Company or any of its Subsidiaries (collectively, the “Covered Persons”) as provided by statute or in their respective constitutional documents or the indemnity agreements listed on Schedule 4.17 will survive the transactions contemplated by the terms of this Agreement and will continue in full force and effect in accordance with their terms for a period of not less than six years from the Effective Time, and Parent will, and will cause the Surviving Entity to, honor the foregoing indemnification obligations of the Company and its Subsidiaries for acts or omissions by such Covered Persons occurring on or prior to the Effective Time.
(b) At or prior to the Effective Time, the Company will purchase a prepaid directors’ and officers’ liability insurance “run-off policy” with a claims period of six years from the Closing Date, and on terms and conditions no less favorable to the Covered Persons than those in effect under the Company’s existing directors’ and officers’ liability insurance policy in effect on the date hereof, for the benefit of the Covered Persons with respect to their acts and omissions as managers, directors, officers and employees of the Company or its Subsidiaries occurring prior to the Effective Time.
(c) The provisions of this Section 4.17 are (i) intended to be for the benefit of, and will be specifically enforceable by, each Covered Person, and each such Person’s heirs, legatees, representatives, successors and assigns, it being expressly agreed that such Persons will be third party beneficiaries of this Section 4.17, and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise.
(d) The obligations of Parent and the Surviving Entity pursuant to this Section 4.17 (A) will be subject to the limitations imposed by applicable law, (B) do not release any Indemnifying Securityholder or any affiliate of such Indemnifying Securityholder who is also an officer, manager or director of the Company or any of its Subsidiaries from his, her or its indemnification obligations as an Indemnifying Securityholder under Article 7 here...
Indemnification of Covered Persons. To the extent permitted by law, the Company shall indemnify, defend and hold harmless the Member and such officers, employees and agents of the Company as the Member identifies in writing as being entitled to indemnification under this provision (each a “Covered Person”) from and against any and all debts, losses, claims, damages, costs, demands, fines, judgments, contracts (implied and expressed, written and unwritten), penalties, obligations, payments, liabilities of every type and nature (whether known or unknown, fixed or contingent), including, without limitation, those arising out of any lawsuit, action or proceeding, together with any reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees, out-of-pocket expenses and other reasonable costs and expenses incurred in investigating, preparing or defending any pending or threatened lawsuit, action or proceeding) incurred in connection with the foregoing (collectively “Damages”) suffered or sustained by such Covered Person by reason of any act, omission or alleged act or omission by such Covered Person arising out of such Covered Person’s activities taken primarily on behalf of the Company, or at the request or with the approval of the Company, or primarily in furtherance of the interests of the Company; provided, however, that the acts, omissions or alleged acts or omissions upon which such actual or threatened actions, proceedings or claims are based did not constitute willful misconduct or gross negligence.
Indemnification of Covered Persons. To the fullest extent permitted by law, the Partnership shall indemnify, defend and hold harmless each Covered Person from and against any and all debts, losses, claims, damages, costs, demands, fines, judgments, contracts (implied and expressed, written and unwritten), penalties, obligations, payments, liabilities of every type and nature (whether known or unknown, fixed or contingent), including those arising out of any lawsuit, action or proceeding (whether brought by a party to this Agreement or by any third party), together with any reasonable costs and expenses (including reasonable attorneys’ fees, out-of-pocket expenses and other reasonable costs and expenses incurred in investigating, preparing or defending any pending or threatened lawsuit, action or proceeding) incurred in connection with the foregoing (collectively “Damages”) suffered or sustained by him/her/it by reason of any act, omission or alleged act or omission by him/her/it arising out of his/her/its activities taken primarily on behalf of the Partnership, or at the request or with the approval of the Partnership, or primarily in furtherance of the interests of the Partnership; provided, however, that the acts, omissions or alleged acts or omissions upon which such actual or threatened actions, proceedings or claims are based were performed or omitted in good faith and were not fraudulent, in bad faith, a result of wanton and willful misconduct or gross negligence, by such Covered Person, a breach of duties, obligations or responsibilities of a Partner pursuant to Section 5.4.1 or a breach of any other provision of this Agreement. Expenses (including reasonable attorneys’ fees, out-of-pocket expenses and other reasonable costs and expenses incurred in investigating, preparing or defending any pending or threatened lawsuit, action or proceeding) incurred by a Covered Person in defending any such lawsuit, action or proceeding shall be paid by the Partnership in advance of the final disposition of such lawsuit, action or proceeding upon receipt of an undertaking, by or on behalf of such Covered Person, to repay such amount if it shall ultimately be determined that such Covered Person is not entitled to be indemnified by the Partnership as authorized by this Section 6.2.