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Successful Defense; Partial Indemnification Sample Clauses

Successful Defense; Partial Indemnification. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 hereof or in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred in connection therewith. For purposes of this Agreement and without limiting the foregoing, if any action, suit or proceeding is disposed of, on the merits or otherwise (including a disposition without prejudice), without (i) the disposition being adverse to Indemnitee, (ii) an adjudication that Indemnitee was liable to the Corporation, (iii) a plea of guilty or nolo contendere by Indemnitee, (iv) an adjudication that Indemnitee did not act in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and (v) with respect to any criminal proceeding, an adjudication that Indemnitee had reasonable cause to believe Indemnitee’s conduct was unlawful, Indemnitee shall be considered for the purposes hereof to have been wholly successful with respect thereto. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the expenses (including attorneys’ fees), judgments, fines or amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any action, suit, proceeding or investigation, or in defense of any claim, issue or matter therein, and any appeal therefrom but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee for the portion of such expenses (including attorneys’ fees), judgments, fines or amounts paid in settlement to which Indemnitee is entitled.
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Successful Defense; Partial Indemnification. (a) To the extent that Indemnitee has been successful on the merits or otherwise in defense of any proceeding or in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against Expenses actually and reasonably incurred in connection therewith. (b) If Indemnitee is entitled under any provision of this Deed to indemnification by the Company for some or a portion of the Expenses, judgments and fines actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any proceeding or investigation, or in defense of any claim, issue or matter therein, and any appeal therefrom but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses, judgments and fines.
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Successful Defense; Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the expenses, liabilities or losses (including attorneys’ fees, judgments, fines or amounts paid in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any action, suit, proceeding or investigation, or in defense of any claim, issue or matter therein, and any appeal therefrom but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee for the portion of such expenses, liabilities or losses (including attorneys’ fees, judgments, fines or amounts paid in settlement) to which Indemnitee is entitled.
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Successful Defense; Partial Indemnification. (a) To the extent that Agent has been successful on the merits or otherwise in defense of any proceeding referred to in Section 2 hereof or in defense of any claim, issue or matter therein, Agent shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred in connection therewith. For purposes of this Agreement and without limiting the foregoing, if any proceeding is disposed of, on the merits or otherwise (including a disposition without prejudice), without: (i) the disposition being adverse to Agent; (ii) an adjudication that Agent was liable to the Corporation; (iii) a plea of guilty or nolo contendere by Agent; (iv) an adjudication that Agent did not act in good faith and in a manner Agent reasonably believed to be in or not opposed to the best interests of the Corporation; and (v) with respect to any criminal proceeding, an adjudication that Agent had reasonable cause to believe Agent’s conduct was unlawful, Agent shall be considered for the purposes hereof to have been wholly successful with respect thereto. (b) If Agent is entitled under any provision of this Agreement to indemnification by the Corporation for a portion of the expenses (including attorneys’ fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Agent becomes legally obligated to pay in connection with any action, suit or proceeding referred to in Section 2 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall indemnify Agent for the portion thereof to which Agent is entitled.
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Successful Defense; Partial Indemnification 
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Related to Successful Defense; Partial Indemnification

  • Partial Indemnification If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

  • LEGAL INDEMNIFICATION 28.01 Subject to the other provisions of this Article and in accordance with the Police Services Act, a member charged with and finally acquitted of a criminal or statutory offence, because of acts done in the attempted performance in good faith of the members duties as a police officer, shall be indemnified for the necessary and reasonable legal costs incurred in the defense of such charge. 28.02 Notwithstanding Clause 28.01, the Board may authorize payment necessary and reasonable legal costs of a member pleading or being found guilty of an offence described in Clause 28.01, where the court, instead of convicting the accused, grants the member an absolute discharge, provided that the Board accepts the recommendation of the Chief of Police, or an officer designated by the Chief of Police to make such a recommendation, that the member's actions as a police officer in the course of performing police duties were motivated by an intent to do lawful duty, that such actions do not constitute any of the actions described in Clause 28.03 hereof, and that such indemnification will not in the opinion of the Board reduce respect for law enforcement in Halton Region. 28.03 Notwithstanding clause 28.01, the Board may refuse payment otherwise authorized under clause 28.01 where the actions of the officer from which the charges arose amounted to a gross dereliction of duty or deliberate abuse of the member's powers as a police officer. 28.04 Where a member is a defendant in a civil action for the damages because of acts done in the attempted performance in good faith of the member's duties as a police officer the member shall be indemnified for the necessary and reasonable legal costs incurred in the defense of such an action in the following circumstances only: (a) Where the Chief of Police is not joined in the action as a party and the Chief of Police does not defend the action on behalf of the Chief and of the member as joint tortfeasers at the Board's sole expense. (b) Where the Chief of Police is joined as a party or elects to defend the action, but the solicitor retained on behalf of the Chief of Police and the member is of the view that it would be improper for the solicitor to act for both the Chief of Police and the member in that action. 28.05 A member whose conduct is called into question in the course of an inquiry under the Coroners Act because of acts done in the attempted performance in good faith of the member's duties as a police officer shall be indemnified for the necessary and reasonable legal costs incurred in representing the member's interests in any such inquest in the following circumstances only: (a) Where the Chief of Police and/or the Board does not provide counsel to represent the member at the inquest at the Board's expense; OR: (b) Where the counsel provided by the Chief of Police or the Board to represent either or both of them along with the member is of the opinion that it would be improper for the counsel to act for both the Chief of Police or the Board and the member in that action. 28.06 A member who is subject to a complaint pursuant to Part V of the Police Services Act because of acts done in the attempted performance in good faith of the member's duties as a police officer may be indemnified for the necessary and reasonable legal costs incurred in respect of that hearing only where the Chief of Police has decided to hold a hearing into the matter pursuant to section 64(7) of the Police Services Act or the Ontario Civilian Commission on Police Services holds an oral hearing pursuant to section 70 of the Police Services Act and the officer is found not guilty of misconduct or unsatisfactory work performance under the Act. 28.07 Where a member intends to apply to the Board for indemnification hereunder, the member shall, within thirty days of being charged or receiving notice of other legal proceedings covered herein, or receiving notice that the member will not be represented by counsel retained by the Chief of Police and/or the Board, apply in writing to the Chief of Police or to the Officer designated by the Chief of Police to deal with such applications for approval to retain counsel and approval of the counsel to be so retained. In the event of any dispute concerning the counsel to be retained, the matter shall be resolved by an officer designated by the Chief of Police and a member of the Association Executive designated for that purpose. 28.08 Where the Chief of Police, pursuant to Board policy, elects to provide legal counsel to defend a member in any legal proceeding covered by this provision, the cost of such counsel is the Board's responsibility irrespective of the outcome of the proceedings and neither the member nor the Board may rely upon the other provisions of this policy. 28.09 For greater certainty, members shall not be indemnified for legal costs arising from: (a) grievances or complaints under the collective agreement between the Board and the Association or under the Police Services Act; and (b) the actions or omissions of members acting in their capacity as private citizens. 28.10 For the purposes of this provision, a member shall not be deemed to be "finally acquitted" if as a result of charges laid the member is subsequently found guilty or, or pleads guilty to, other charges arising out of the same incident or incidents, but nothing in this clause will disentitle the member to consideration under clause 28.02 hereof. 28.11 For the purposes of this provision, "necessary and reasonable legal costs" shall be based on the account rendered by the solicitor performing the work, subject initially to the approval of the Regional Solicitor and, in the case of dispute between the solicitor doing the work and the Regional Solicitor, Assessment on a solicitor and client basis by the Assessment Officer. (a) Subject to the other provisions in this Article, when an investigation is commenced pursuant to Part VII of the Police Services Act by the Special Investigations Unit ("SIU"), and it appears to the Chief of Police that a member requires the assistance of legal counsel to respond to inquiries from SIU Investigators, the Chief of Police may grant the member permission to retain legal counsel to provide the member with legal advice and representation at the expense of the Board on such terms as the Chief of Police deems appropriate. (b) Where the Chief of Police grants a member permission to retain legal counsel under the circumstances set out in Article 28.12 (a), the member shall be indemnified by the Board for all necessary and reasonable legal costs incurred until the completion of the SIU investigation, or the member is charged with a criminal or statutory offence, at which time Article 28.01 of this Agreement shall apply. (c) As soon as is practical, the Chief of Police shall bring his actions under this Article to the attention of the Board for its information.

  • Mutual Indemnification Each Party shall defend indemnify and hold harmless the other Party, including Affiliates and each of their respective officers, directors, shareholders, employees, representatives, agents, successors and assigns from and against all Claims of Third Parties, and all associated Losses, to the extent arising out of (a) a Party’s gross negligence or willful misconduct in performing any of its obligations under this Agreement, or (b) a material breach by a Party of any of its representations, warranties, covenants or agreements under this Agreement.

  • Defense and Indemnification 12.1 Consultant agrees to indemnify, defend (with attorneys approved by City), and hold harmless the City, and its officers, officials, agents and employees (the “Indemnified Parties”) from any and all claims, demands, costs or liability that arise out of, or pertain to, or relate to the Consultant, its employees, agents, and subcontractors performance of services under this Agreement. Consultant’s duty to indemnify under this section shall not include liability for damages for death or bodily injury to persons, injury to property, or other loss, damage or expense arising from the sole negligence or willful misconduct by the City or its elected officials, officers, agents, and employees. Consultant's indemnification obligations shall not be limited by the insurance provisions of this Agreement. The Parties expressly agree that any payment, attorney's fees, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense, or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 12.2 This indemnity is in addition to any other rights or remedies which City may have under the law or this Agreement. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, City may, at its sole discretion, reserve, retain or apply any monies due to Consultant under this Agreement for the purpose of resolving such claims; provided however, that City may release such funds if Consultant provides City with reasonable assurances of protection of the City's interest. The City shall, in its sole discretion determine whether such assurances are reasonable. 12.3 Consultant agrees that its duty to defend arises upon an allegation of liability based upon the performance of services under this Agreement by Consultant, its officers, agents, representatives, employees, sub-consultants, or anyone for whom Consultant is liable and that an adjudication of Consultant’s liability is not a condition precedent to Consultant's duty to defend.

Most Referenced Clauses

Most Referenced Definitions