Grouped Into 316 Collections of Similar Clauses From Business Contracts
This page contains Indemnification clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Indemnification. During the Term and for so long thereafter as liability exists with regard to the Executive's activities during the Term on behalf of the Company or its affiliates, the Company shall indemnify the Executive (other than in connection with the Executive's gross negligence or willful misconduct) in accordance with the Company's customary indemnification policies and procedures which are applicable to the Company's officers and directors.
Indemnification. During the Term and for so long thereafter as liability exists with regard to the Executive's activities during the Term on behalf of the Company or its affiliates, the Company shall indemnify the Executive (other than in connection with the Executive's gross negligence or willful misconduct) in accordance with the Company's customary indemnification policies and procedures which are applicable to the Company's officers and directors. In addition, Executive shall be entitled to receive coverage ...under any applicable directors and officers liability policy as and to the same extent as other senior executives of the Company. View More
Indemnification. The Bank shall use its most diligent and best efforts to obtain and maintain during and after the Term, a Directors and Officers Liability Insurance Policy in the largest amount available or reasonably affordable. In addition, to the fullest extent allowed by law, the Bank shall indemnify Executive for any and all of her actions, or forbearance of any action, as an employee and Director of the Bank, carried out or undertaken in good faith in the course of her duties, even if such is held to be n...egligent. The Bank will indemnify Executive, defend, and bear the cost of defense with regard to any action or threatened action brought by a third party against the Executive (whether or not the Bank is joined or included as a party defendant) and/or the Bank. This indemnification shall include not only the costs of defense, but also any other expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred. This indemnification does not and will not include illegal acts knowingly and willfully carried out by the Executive, but will include all actions carried out by the Executive acting in good faith and in a manner the Executive reasonably believed to be in the best interest of the Bank. Such indemnification shall also apply to any and all subsidiaries of the Bank and organizations with which the Bank requests Executive to serve, and as regards the actions of Executive and her involvement and actions within or regarding those subsidiaries or organizations. The indemnification rights of Executive herein are in addition to any rights of indemnification under applicable law, contract, or the articles of incorporation or bylaws of the Bank.View More
Indemnification. The Bank shall use its most diligent and best efforts to obtain and maintain during and after the Term, a Directors and Officers Liability Insurance Policy in the largest amount available or reasonably affordable. In addition, to the fullest extent allowed by law, the Bank shall indemnify Executive for any and all of her his actions, or forbearance of any action, as an employee and Director of the Bank, carried out or undertaken in good faith in the course of her his duties, even if such is held... to be negligent. The Bank will indemnify Executive, defend, and bear the cost of defense with regard to any action or threatened action brought by a third party against the Executive (whether or not the Bank is joined or included as a party defendant) and/or the Bank. This indemnification shall include not only the costs of defense, but also any other expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred. This indemnification does not and will not include illegal acts knowingly and willfully carried out by the Executive, but will include all actions carried out by the Executive acting in good faith and in a manner the Executive reasonably believed to be in the best interest of the Bank. Such indemnification shall also apply to any and all subsidiaries of the Bank and organizations with which the Bank requests Executive to serve, and as regards the actions of Executive and her his involvement and actions within or regarding those subsidiaries or organizations. The indemnification rights of Executive herein are in addition to any rights of indemnification under applicable law, contract, or the articles of incorporation or bylaws of the Bank. 13 4. Return of Documents. Executive expressly agrees that all manuals, documents, files, reports, studies, instruments or other materials used and/or developed by Executive during the Term are solely the property of the Bank, and that Executive has no right, title or interest therein. Upon termination of this Agreement, Executive or Executive's representative shall promptly deliver possession of all of said property to the Bank in good condition. View More
Indemnification. The Company hereby agrees to hold harmless and indemnify Indemnitee if Indemnitee is or was a party to, or is threatened to be made a party to, a Proceeding by reason of 1 Indemnitee's Corporate Status to the fullest extent permitted by the Georgia Business Corporation Code, as amended ("GBCC"), as the same now exists or may hereafter be amended (but only to the extent any such amendment permits the Company to provide broader Indemnification rights than the GBCC permitted the Company to provide ...prior to such amendment), whether the actions or omissions (or alleged actions or omissions) of Indemnitee giving rise to such Indemnification (including the advancing of Expenses) occurs or occurred before or after the Effective Date; provided, however, that, except as provided in Sections 6, 8 and 10 of this Agreement, Indemnitee shall not be entitled to Indemnification or advancement of Expenses in connection with a Proceeding initiated by Indemnitee (other than in a Corporate Status capacity) against the Company or any director or officer of the Company unless the Company has joined in or consented in writing to the initiation of such Proceeding; provided, further, that, notwithstanding any other provisions contained herein, this Agreement and the rights and obligations of the parties hereto are subject to the requirements, limitations and prohibitions set forth in state and federal laws, rules, regulations and orders regarding indemnification and prepayment of expenses, legal or otherwise, and liabilities, including, without limitation, Article 8, Part 5 of the GBCC, Section 18(k) of the Federal Deposit Insurance Act and Part 359 of the Federal Deposit Insurance Corporation's Rules and Regulations and any successor regulations thereto.View More
Indemnification. The Company hereby agrees to hold harmless and indemnify Indemnitee if Indemnitee is or was a party to, or is threatened to be made a party to, a Proceeding by reason of 1 Indemnitee's Corporate Status to the fullest extent permitted by the Georgia Business Corporation Code, as amended ("GBCC"), as the same now exists or may hereafter be amended (but only to the extent any such amendment permits the Company to provide broader Indemnification rights than the GBCC permitted the Company to provide ...prior to such amendment), whether the actions or omissions (or alleged actions or omissions) of Indemnitee giving rise to such Indemnification (including the advancing of Expenses) occurs or occurred before or after the Effective Date; provided, however, that, except as provided in Sections 6, 8 and 10 of this Agreement, Indemnitee shall not be entitled to Indemnification or advancement of Expenses in connection with a Proceeding initiated by Indemnitee (other than in a Corporate Status capacity) against the Company or any director or officer of the Company unless the Company has joined in or consented in writing to the initiation of such Proceeding; provided, further, that, notwithstanding any other provisions contained herein, this Agreement and the rights and obligations of the parties hereto are subject to the requirements, limitations and prohibitions set forth in state and federal laws, rules, regulations and orders regarding indemnification and prepayment of expenses, legal or otherwise, and liabilities, including, without limitation, Article 8, Part 5 of the GBCC, Section 18(k) of the Federal Deposit Insurance Act and Part 359 of the Federal Deposit Insurance Corporation's Rules and Regulations and any successor regulations thereto. Proceeding. View More
Indemnification. During this Agreement and thereafter, the Corporation and the Partnership shall indemnify the Executive to the fullest extent permitted by law against any judgments, fine, amounts paid in settlement and reasonable expenses (including attorneys' fees) in connection with any claim, action or proceeding (whether civil or criminal) against the Executive as a result of the Executive serving as an officer or director of the Corporation or the Partnership, in or with regard to any other entity, employe...e benefit plan or enterprise (other than arising out of the Executive's act of willful misconduct, gross negligence, misappropriation of funds, fraud or breach of this Agreement). This indemnification shall be in addition to, and not in lieu of, any other indemnification the Executive shall be entitled to pursuant to the Corporation's or Partnership's Articles of Incorporation, By-Laws, Agreement of Limited Partnership or otherwise. Following the Executive's termination of employment, the Corporation and the Partnership shall continue to cover the Executive under the then existing director's and officer's insurance, if any, for the period during which the Executive may be subject to potential liability for any claim, action or proceeding (whether civil or criminal) as a result of his service as an officer or director of the Corporation or the Partnership or in any capacity at the request of the Corporation or the Partnership, in or with regard to any other entity, employee benefit plan or enterprise on the same terms such coverage was provided during this Agreement, at the highest level then maintained for any then current or former officer or director.View More
Indemnification. During this Agreement and thereafter, the Corporation and the Partnership Company shall indemnify the Executive to the fullest extent permitted by law against any judgments, fine, fines, amounts paid in settlement and reasonable expenses (including attorneys' fees) in connection with any claim, action or proceeding (whether civil or criminal) against the Executive as a result of the Executive serving as an officer or director of the Corporation or the Partnership, Company, in or with regard to a...ny other entity, equity, employee benefit plan or enterprise (other than arising out of the Executive's act of willful misconduct, gross negligence, misappropriation of funds, fraud or breach of this Agreement). This indemnification shall be in addition to, and not in lieu of, any other indemnification the Executive shall be entitled to pursuant to the Corporation's or Partnership's Articles of Incorporation, By-Laws, Agreement of Limited Partnership Company's Charter, Bylaws, or otherwise. Following the Executive's termination of employment, the Corporation and the Partnership Company shall continue to cover the Executive under the then existing director's directors' and officer's officers' insurance, if any, for the period during which the Executive may be subject to potential liability for any claim, action or proceeding (whether civil or criminal) as a result of his the Executive's service as an officer or director of the Corporation or the Partnership Company or in any capacity at the request of the Corporation or the Partnership, Company, in or with regard to any other entity, employee benefit plan or enterprise on the same terms such coverage was provided during this Agreement, at the highest level then maintained for any then current or former officer or director. View More
Indemnification. 17.1 Seller shall indemnify and hold harmless Buyer and its Affiliates and their respective directors, officers, employees and agents, and their respective successors, heirs and assigns from and against all losses, liabilities, damages and expenses, including reasonable attorneys' fees and costs, to the extent resulting from any claims, demands, actions or other proceedings by any third party arising out of (a) the material breach of any representation, warranty or covenant by Seller under this ...Agreement, or (b) the gross negligence or intentional misconduct of Seller or its Affiliates. 9 17.2 Buyer shall indemnify, defend and hold harmless Seller and its Affiliates and their respective directors, officers, employees, and agents and their respective successors, heirs and assigns, from and against any liability, damage, loss or expense (including reasonable attorneys' fees and expenses of litigation) incurred by or imposed upon such indemnitees or any one of them in connection with any claims, suits, actions, demands or judgments by any third party arising out of any theory of product liability (including, but not limited to, actions in the form of contract, tort, warranty, or strict liability) concerning any System made, used, Sold, or performed pursuant to any Patent Rights or license granted under this Agreement, except to the extent arising as a result of Seller's negligent acts or omissions. 17.3 Each Party (the "Indemnifying Party") agrees, at its own expense, to provide attorneys reasonably acceptable to the other Party (the "Indemnified Party") to defend against any actions brought or filed against the Indemnified Party with respect to the subject of indemnity contained herein, whether or not such actions are rightfully brought; provided, however, that any Indemnified Party shall have the right to retain its own counsel, at the expense of the Indemnifying Party, if representation of such Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate because of conflict of interests of such Indemnified Party and any other party represented by such counsel. The Indemnifying Party agrees to keep the Indemnified Party informed of the progress in the defense and disposition of such claim and to consult with the Indemnified Party prior to any proposed settlement. 17.4 This Section 17 shall survive the termination of this Agreement.View More
Indemnification. 17.1 Seller The Licensor shall indemnify and hold harmless Buyer the Licensee and its Affiliates the Parent and their respective Affiliates, directors, officers, employees and agents, and their respective successors, heirs and assigns assigns, from and against all losses, liabilities, damages and expenses, including reasonable attorneys' fees and costs, to the extent resulting from any claims, demands, actions or other proceedings by any third party arising out of (a) the material breach of any ...representation, warranty or covenant by Seller the Licensor under this Agreement, Agreement or (b) the gross negligence or intentional misconduct of Seller the Licensor or any of its Affiliates. 9 17.2 Buyer 9.2 Indemnification by the Licensee. The Licensee shall indemnify, defend and hold harmless Seller the Licensor and its Affiliates Affiliates, members, managers, officers, employees and their respective directors, officers, employees, and agents agents, and their respective successors, heirs and assigns, from and against any liability, damage, loss or expense (including all losses, liabilities, damages and expenses, including reasonable attorneys' fees and expenses of litigation) incurred by or imposed upon such indemnitees or any one of them in connection with costs, to the extent resulting from any claims, suits, actions, demands demands, actions or judgments other proceedings by any third party arising out of any theory of product liability (including, but not limited to, actions in the form of contract, tort, warranty, or strict liability) concerning any System Product or Process made, used, Sold, or performed pursuant to any Patent Rights or the license granted under this Agreement, except to the extent arising as a result of Seller's negligent acts or omissions. 17.3 Agreement. 9.3 Indemnification Procedure. Each Party party (the "Indemnifying Party") agrees, at its own expense, to provide attorneys reasonably acceptable to the other Party party (the "Indemnified Party") to defend against any actions brought or filed against the Indemnified Party with respect to the subject of indemnity contained herein, whether or not such actions are rightfully brought; provided, however, that any Indemnified Party shall have the right to retain its own counsel, at the expense of the Indemnifying Party, if representation of such Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate because of conflict of interests of such Indemnified Party and any other party represented by such counsel. The Indemnifying Party agrees to keep the Indemnified Party informed of the progress in the defense and disposition of such claim and to consult with the Indemnified Party prior to any proposed settlement. 17.4 9.4 Survival. This Section 17 9 shall survive the expiration or termination of this Agreement. View More
Indemnification. The Company shall maintain, for the benefit of Executive, director and officer liability insurance in form at least as comprehensive as, and in an amount that is at least equal to, that maintained by the Company for its Directors. In addition, Executive shall be indemnified by the Company against liability as an officer of the Company and any subsidiary or affiliate of the Company to the maximum extent permitted by applicable law and the Bylaws of the Company. The Executive's rights under this S...ection 12 shall continue so long as he may be subject to such liability, whether or not this Agreement may have terminated prior thereto.View More
Indemnification. The Company and the Parent shall maintain, for the benefit of the Executive, director and officer liability insurance in form at least as comprehensive as, and in an amount that is at least equal to, that maintained by the Company and the Parent for its Directors. any other officer or director. In addition, the Executive shall be indemnified by the Company and the Parent against liability as an officer and director of the Company and the Parent and any subsidiary or affiliate of the Company and ...the Parent to the maximum extent permitted by applicable law and the Bylaws of the Company. law. The Executive's rights under this Section 12 14 shall continue so long as he may be subject to such liability, whether or not this Agreement may have terminated prior thereto. View More
Indemnification. The Company agrees to indemnify the Director for his activities as a director of the Company to the fullest extent permitted by law, and to cover the Director under any directors and officers liability insurance obtained by the Company. Further, the Company and the Director agree to enter into an indemnification agreement substantially in the form of agreement entered into by the Company and its other Board members.
Indemnification. The Company agrees to indemnify the Director for his activities as a director of the Company to the fullest extent permitted by law, and to cover the Director under any directors and officers liability insurance obtained by the Company. Further, the Company and the Director agree to enter into an indemnification agreement substantially in the form of agreement entered into by the Company and its other Board members.
Indemnification. Tenant shall pay, and shall protect, indemnify and save harmless Landlord, its officers, directors, employees, agents and representatives from and against, all liabilities, losses, damages, costs, expenses (including reasonable attorneys' fees and expenses), causes of action, suits, claims, demands or judgments of any nature arising from or relating to the actions or inactions of Tenant, its agents, employees, contractors or invitees as follows: (a) injury to or death of any person, or damage to... or loss of property, on the Premises or on adjoining sidewalks, streets or ways, or otherwise connected with the use, condition or occupancy of the Premises, (b) any breach by Tenant of any of its obligations under this Lease, (c) any contest referred to in Section 8, (d) any damage or injury to Landlord or any other property or any person on the Premises, (e) any damage or injury to the Premises or Landlord by reason of any act or thing done by Tenant (or any of the foregoing related parties) or any condition on the Premises, (f) any other action or inaction of Tenant relating to the Premises, or (g) any other matters which arise during the Term in respect of the Premises, in the case of any of the foregoing, except if such matter arises due to the negligence or willful misconduct of Landlord, its agents, employees, contractors or invitees. The provisions of this Section 27 shall survive the expiration or sooner termination of this Lease.View More
Indemnification. Tenant shall pay, and shall protect, indemnify and save harmless Landlord, its officers, directors, employees, agents and representatives from and against, all liabilities, losses, damages, costs, expenses (including reasonable attorneys' fees and expenses), causes of action, suits, claims, demands or judgments of any nature arising from or relating to the actions or inactions of Tenant, its agents, employees, contractors or invitees as follows: (a) injury to or death of any person, or damage to... or loss of property, on the Premises or on adjoining sidewalks, streets or ways, or otherwise connected with the use, condition or occupancy of the Premises, (b) any breach by Tenant of any of its obligations under this Lease, (c) any contest referred to in Section 8, (d) any damage or injury to Landlord or any other property or any person on the Premises, (e) any damage or injury to the Premises or Landlord by reason of any act or thing done by Tenant (or any of the foregoing related parties) or any condition on the Premises, (f) any other action or inaction of Tenant relating to the Premises, or (g) any other matters which arise during the Term in respect of the Premises, in the case of any of the foregoing, except if such matter arises due to the negligence or willful misconduct of Landlord, its agents, employees, contractors or invitees. The provisions of this Section 27 shall survive the expiration or sooner termination of this Lease. 13 28. Landlord's Liability. Notwithstanding anything in this Lease to the contrary, Tenant hereby agrees that the liability of Landlord hereunder in the event of a claim against Landlord shall extend only to Landlord's interest in the Premises. Except to such extent, no recourse whatsoever shall be had under this Lease against (a) Landlord, or any incorporator or any stockholder, officer, director, employee or agent of Landlord or any predecessor or successor corporation, (b) any legal representative, heir, successor or assign of any thereof, or (c) any assets of Landlord other than its interest in the Premises. Tenant shall not sue to recover damages for a default by Landlord hereunder until after first providing Landlord with at least thirty (30) days prior written notice of the basis thereof and the opportunity to cure same within such thirty (30) day period. View More
Indemnification. The Marins agree that in the event either of the Marins assigned or transferred any interest in the Cancelled Debt, then the Marins shall be responsible for any damages arising against the Company relating to such assignment or transfer including reasonable expenses in defending a third party action related to such assignment or transfer.
Indemnification. The Marins agree that in the event either of the Marins assigned or transferred any interest in the Cancelled Debt, Owed Amounts, then the Marins shall be responsible for any damages arising against the Company relating to such assignment or transfer including reasonable expenses in defending a third party action related to alleged ownership as a result of such assignment or transfer.
Indemnification. The Parties recognize that in the Consulting Period, Ching may represent the Company in certain business transactions related to the Company's operations and may be exposed to claims by third parties arising directly or indirectly from such business transactions. The Company hereby agrees to indemnify, defend, and hold Ching harmless from and against any claim, demand, cause of action, lawsuit, damages or judgment asserted, filed, or obtained against Ching, including costs and attorney's fees, a...rising directly or indirectly from any business transaction in which Ching, acting within the scope of this Agreement, represents the Company. Such right to indemnification shall survive the termination of this Agreement.View More
Indemnification. The Parties recognize that in the Consulting Period, Ching Yamada may represent the Company in certain business transactions related to the Company's real 6 property operations and may be exposed to claims by third parties arising directly or indirectly from such business transactions. The Company hereby agrees to indemnify, defend, and hold Ching Yamada harmless from and against any claim, demand, cause of action, lawsuit, damages or judgment asserted, filed, or obtained against Ching, Yamada, ...including costs and attorney's fees, arising directly or indirectly from any business transaction in which Ching, Yamada, acting within the scope of this Agreement, represents the Company. Such right to indemnification shall survive the termination of this Agreement. View More
