Agreement to Indemnify Contract Clauses (62)

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Proceedings Other Than By or In the Right of the Company. Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with suc...h Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). (b) Proceedings By or In the Right of the Company. Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses. (c) Conclusive Presumption Regarding Standard of Care. In making any determination required to be made under Delaware law with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee submitted a request therefor in accordance with Section 5 of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. View More

Agreement to Indemnify. The Company agrees to indemnify and hold harmless each Participant and its Affiliates, and their respective directors, officers, members, managers, employees, and agents, from and against any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable and documented attorney fees and disbursements and other documented out-of-pocket expenses reasonably incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending ...or threatened and the costs of enforcement thereof) (collectively, "Losses") to which such Person may become subject as a result of any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under this Subscription, and will reimburse any such Person for all such amounts as they are incurred by such Person solely to the extent such amounts have been finally judicially determined not to have resulted from such Person's fraud or willful misconduct. View More

Agreement to Indemnify. Subject always to the provisions of this Agreement, the Articles and the Companies Law, the Company hereby agrees to hold harmless and indemnify the Indemnitee against all Expenses and Liabilities properly incurred or paid by the Indemnitee by reason of the Indemnitee's Corporate Status to the fullest extent permitted by Article 77 of the Companies Law, as amended, and any other applicable law. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Subj...ect to the exceptions contained in Section 4, Section 6 and Section 8 below, if the Indemnitee was or is a party or is threatened to be made a party to or participant in any Proceeding (other than an action by or in the right of the Company) by reason of the Indemnitee's Corporate Status, the Indemnitee shall be indemnified and held harmless by the Company against all Expenses and Liabilities properly incurred or paid by the Indemnitee or on the Indemnitee's behalf in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). 2 Exhibit 10.1 (b) Subject to the exceptions contained in Section 4, Section 6 and Section 8 below, if the Indemnitee was or is, or is threatened to be made, a party to or participant in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the Indemnitee's Corporate Status, the Indemnitee shall be indemnified and held harmless by the Company against all Indemnifiable Expenses. (c) In addition to, and without regard to any limitations on, the indemnification provided for in Sections 3(a) and (b) but subject to the exceptions contained in Section 4, Section 6 and Section 8 below, the Indemnitee shall be indemnified and held harmless by the Company against all Indemnifiable Amounts if, by reason of the Indemnitee's Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company) provided that in no circumstances shall the Company be obligated to make any payment to the Indemnitee that it is advised by its legal advisers would be unlawful under the laws of Jersey or is otherwise not permitted pursuant to the Articles. View More