Indemnification of Members. No member will be liable, responsible, or accountable in damages or otherwise to the Company or to the members for any action taken or failure to act on behalf of the Company unless the action or omission was an intentional breach of this Agreement or constituted gross negligence, bad faith, or wanton or willful misconduct (collectively “Misconduct”). Except with respect to Misconduct, the Company will, to the fullest extent permitted under the Act, indemnify and hold harmless the members from any loss, damage, liability, or expense incurred or sustained by them by reason of any act performed or any omission for or on behalf of the Company, including any judgment, award, settlement, reasonable attorneys’ fees, and other costs and expenses (which may be advanced by the Company), incurred in connection with the defense of any actual or threatened action, proceeding, or claim.
Indemnification of Members. For the purposes of this Section “necessary and reasonable legal costs” shall be based upon the account rendered by the solicitor retained in the matter, which account shall be based on the agreed tariff of fees as amended from time to time by the Director of Legal Services for the City of Vancouver or such other amount as may be agreed upon by the solicitor and Director of Legal Services in advance of the legal fees being incurred.
(a) The Employer will indemnify for necessary and reasonable legal costs a member who is charged with a criminal offence, or an offence under any provincial statute (other than for minor traffic offences) arising from the performance, or attempted performance, in good faith of the member’s duties as a police officer.
(i) The Employer will indemnify a member for necessary and reasonable costs for up to a two hour consultation by the member with a lawyer as to whether the member should make a statement, and if so, in what form, if the member learns that an allegation has been made that the member misconducted himself or herself in the performance of their duties if the member
(1) reasonably believes that the allegation may result in the initiation against the member of proceedings under the Criminal Code; and
(2) has been asked by the Employer or a person in authority to make a statement to anyone about the facts connected with the allegation.
(ii) No prior arrangement for indemnification need be made by the member with the Employer before obtaining the advice if fees for only up to two hours’ services will be claimed.
(iii) If the member considers the allegation involves a matter that is complex or serious so as to warrant more than two hours’ legal assistance the member may, before consulting the lawyer, seek the Employer’s agreement to indemnify the member for the cost of more than two hours’ services of the lawyer. In such cases the Employer will not unreasonably refuse to agree to indemnify the member for the cost of reasonable and necessary services.
(iv) If it is proven that the member did not act in good faith in the performance of the member’s duties as a police officer, the Union will indemnify the Employer for the amount properly paid by it pursuant to this subsection.
(i) If a member is named defendant in a civil action for damages arising from acts done in the performance, or attempted performance, in good faith of the member’s duties as police officer, the member shall be represented by counsel appointed by the Dire...
Indemnification of Members. The Company shall, to the fullest -------------------------- extent permitted by the Delaware Act, indemnify and hold harmless each Indemnified Person against all claims, liabilities and expenses of whatever nature ("Claims") relating to activities undertaken in connection with the ------ Company, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel, accountants' and experts' and other fees, costs and expenses reasonably incurred in connection with the investigation, defense or disposition (including by settlement) of any action, suit or other proceeding, whether civil or criminal, before any court or administrative body in which such Indemnified Person may be or may have been involved, as a party or otherwise, or with which such Indemnified Person may be or may have been threatened, while acting as such Indemnified Person, provided -------- that no indemnity shall be payable hereunder against any liability incurred by such Indemnified Person by reason of such Indemnified Person's gross negligence, fraud or willful violation of the law or this Agreement or with respect to any matter as to which such Indemnified Person shall have been adjudicated not to have acted in good faith.
Indemnification of Members. The Company shall indemnify and hold harmless the Members and their Affiliates (other than the Company and its subsidiaries), and their respective directors, officers, constituent partners, employees and advisors and other representatives, and the Managers designated by the Members (individually, an “Indemnitee”), as follows (provided that no such indemnification shall be available to a Member and its Affiliates in respect of any claim which is an indemnifiable claim against any of them pursuant to Section 12.2 or 12.3 of the Merger Agreement):
(a) In any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, to which an Indemnitee was or is a party or is threatened to be made a party by reason of the fact that such Indemnitee is or was a Member or an Affiliate of a Member (other than the Company and its subsidiaries) or a director, officer, employee, or constituent partner of a Member or an Affiliate of a Member (other than the Company and its subsidiaries), or a Manager, the Company shall indemnify such Indemnitee against attorneys’ fees, judgments, fines, penalties, settlements, and reasonable expenses actually incurred by such Indemnitee in connection with the defense or settlement of such action, suit or proceeding, if such Indemnitee acted in good faith, and in the case of the exercise of authority by the Indemnitee under the Delaware Act or this Agreement, other than service for another enterprise, in a manner reasonably believed by such Indemnitee to be in the best interests of the Company and, in all other cases, that the Indemnitee’s conduct was at least not opposed to the Company’s best interests, and with respect to any criminal action or proceeding, the Indemnitee did not have reasonable cause to believe that his conduct was unlawful. In no event, however, shall indemnification ever be made in relation to a proceeding in which the Indemnitee has been found liable for fraud or a criminal act or for gross negligence or willful or intentional misconduct, in the Indemnitee’s performance of its duty to the Company or in relation to a proceeding which arises out of a material violation by the Indemnitee of the terms and provisions of this Agreement. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that an Indemnitee did not act in good faith and in ...
Indemnification of Members. MANAGERS AND THE PRESIDENT.....................7
Indemnification of Members. Except as provided in Section 9.4, every Person who was or is a party, or who is threatened to be made a party, to any pending, completed or impending action, suit or proceeding of any kind, whether civil, criminal, administrative, arbitrative or investigative (whether or not by or in the right of the Company) by reason of (a) being or having been a Member of the Company, (b) being or having been a Member, manager, partner, officer or director of any other entity at the request of the Company, or (c) serving or having served in a representative capacity for the Company in connection with any partnership, joint venture, committee, trust, employee benefit plan or other enterprise, shall be indemnified by the Company against all expenses (including reasonable attorneys’ fees and expenses), judgments, fines, penalties, awards, costs, amounts paid in settlement and liabilities of all kinds, actually incurred by such Person incidental to or resulting from such action, suit or proceeding to the fullest extent permitted under the Act, without limiting any other indemnification rights to which such Person otherwise may be entitled. The Company may, but shall not be required to, purchase insurance on behalf of such Person against liability asserted against or incurred by such Person in its capacity as a Manager or Member of the Company, or arising from such Person’s status as a Manager or Member, whether or not the Company would have authority to indemnify such Person against the same liability under the provisions of this Section 9.2 or the Act.
Indemnification of Members. For the purposes of this Article "necessary and reasonable legal costs" shall be based upon the account rendered by the solicitor retained in the matter, which account shall be based on the tariff of fees as determined and amended from time to time by the Police Board or such other amount as may be agreed upon by the Employer and the Counsel for the member in advance of legal fees being incurred.
Indemnification of Members. (a) The Company shall, to the fullest extent permitted by the Act, as amended from time to time, indemnify each Member, each Member's Affiliates, and the respective directors, officers, employees and agents of each Member and its Affiliates (collectively, "INDEMNIFIED PERSONS") from and against all expenses and liabilities (including counsel fees, judgments, fines, excise taxes, penalties and amounts paid in settlements) reasonably incurred by or imposed upon an Indemnified Person in connection with any threatened, pending or completed action, suit or other proceeding, whether civil, criminal, administrative or investigative, in which such Indemnified Person may become involved by reason of (i) any act performed by such Indemnified Person in connection with the performance of and within the scope of the authority conferred by the Collaboration Agreement or (ii) such Indemnified Person's service as a director, officer, manager or member of the Company or any of its subsidiaries or, if such service was undertaken at the request of the Company, such Indemnified Person's service as a director, officer or trustee of, or in a similar capacity with, another organization.
(b) Indemnification may include payment by the Company of expenses in defending an action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the Indemnified Person to repay such payment if it is ultimately determined that such Indemnified Person is not entitled to indemnification under this Article 7, which undertaking may be accepted without reference to the financial ability of the Indemnified Person to make such repayments.
(c) The Company shall not indemnify any Indemnified Person in connection with a proceeding (or part thereof) initiated by such person unless such Indemnified Person is successful on the merits, the proceeding was authorized by the Members or the proceeding seeks a declaratory judgment regarding such Indemnified Person's own conduct.
(d) The indemnification rights provided in this Article 7 (i) shall not be deemed exclusive of any other rights to which Indemnified Persons may be entitled under any law, agreement or vote of disinterested Members or otherwise and (ii) shall inure to the benefit of the heirs, executors and administrators of Indemnified Persons. The Company may, to the extent authorized from time to time by its Members, grant indemnification rights to employees or agents of the Company or persons othe...
Indemnification of Members. The Company (the “Indemnitor”) shall indemnify and hold harmless the Members, their affiliates and subsidiaries, and all officers, directors, partners, employees, and agents of any of the foregoing (each, an “Indemnitee”) to the full extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities, joint and several, expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved as a party or otherwise, arising from, or in connection with, the performance of any action by such Indemnitee for, on behalf of, or otherwise in connection with, the Company.
Indemnification of Members. To the fullest extent not prohibited by law, the Company shall indemnify and hold harmless each Member from and against any and all losses, claims, demands, costs, damages, liabilities (joint and several), expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits, or proceedings, civil, criminal, administrative or investigative, in which a Member may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to any business of the Company transacted or occurring while a Member was a Member, regardless of whether the Member continues to be a Member of the Company at the time any such liability or expense is paid or incurred, unless such act or failure to act was the result of willful misfeasance, gross negligence or fraud of such Member.
