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. The Corporation will indemnify and save harmless the Indemnified Party and the heirs and legal representatives of the Indemnified Party to the fullest extent permitted by applicable law: 1.1 from and against all Expenses (as defined below) reasonably sustained or incurred by the Indemnified Party in respect of any civil, criminal, administrative, investigative or other Proceeding (as defined below), whether or not brought by the Corporation, to which the Indemnified Party is made a party by reas...on of being or having been a director or officer of the Corporation except for any Expense attributable to the Indemnified Party's not having acted honestly and in good faith with a view to the best interests of the Corporation and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnified Party's not having had reasonable grounds for believing that his or her conduct was lawful; and 1.2 from and against all Expenses reasonably sustained or incurred by the Indemnified Party as a result of serving as a director or officer of the Corporation in respect of any act, matter, deed or thing whatsoever made, done, committed, permitted or acquiesced in by the Indemnified Party as a director or officer of the Corporation, whether before or after the effective date of this Agreement and whether or not related to a Proceeding brought by the Corporation. Subject to applicable law, this indemnity will apply without reduction regardless of whether the Indemnified Party committed any fault or omitted to do anything that the Indemnified Party ought to have done. This indemnity will not apply to (a) claims initiated by the Indemnified Party against the Corporation or any subsidiary except for claims relating to the enforcement of this Agreement, and (b) claims by the Corporation for the forfeiture and recovery by the Corporation of compensation, including bonuses, received by the Indemnified Party from the Corporation due to the Indemnified Party's violation of applicable securities or other laws. To the extent prior court or other approval is required in connection with any indemnification obligation of the Corporation hereunder, the Corporation will seek and use all reasonable efforts to obtain that approval as soon as reasonably possible in the circumstances. "Expenses" means all costs, charges, damages, awards, settlements, liabilities, fines, penalties, statutory obligations, professional fees and other expenses of whatever nature or kind, provided that any costs, expenses and professional fees included as Expenses hereunder shall be reasonable. "Proceeding" will include a claim, demand, suit, proceeding, complaint, inquiry, hearing, discovery or investigation, of whatever nature or kind, whether anticipated, threatened, pending, commenced, continuing or completed, and any appeal or appeals therefrom. The indemnities in this Agreement also apply to an Indemnified Party in respect of his or her service at the Corporation's request as (a) an officer or director of another corporation or (b) a similar role with another entity, including a partnership, trust, joint venture or other unincorporated entity. The foregoing indemnities will not apply to any Proceeding initiated by the Indemnified Party against (a) the Corporation unless it is brought to establish or enforce any right under this Agreement; or (b) any other person or entity unless the Corporation or other party described in the previous paragraph has joined with the Indemnified Party in or consented to the initiation of that Proceeding. The Corporation will have the burden of establishing the absence of good faith. 2.2 The knowledge and/or actions, or failure to act, of any other director, officer, agent or employee of the Corporation or any other entity will not be imputed to the Indemnified Party for purposes of determining the right to indemnification under this Agreement. 2.3 The Corporation will have the burden of establishing that any Expense it wishes to challenge is not reasonable.View More
Indemnification. The Corporation will will, subject to Section 3, indemnify and save harmless the Indemnified Party and the heirs and legal representatives of the Indemnified Party to the fullest extent permitted by applicable law: 1.1 2.1 from and against all Expenses (as defined below) reasonably Losses sustained or incurred by the Indemnified Party in respect of any civil, criminal, administrative, investigative or other Proceeding (as defined below), whether or not brought by the Corporation, to which the In...demnified Party is made a party involved in by reason of being or having been a director or officer of the Corporation except for any Expense attributable to the Indemnified Party's not having acted honestly or other entity described in Section 3.3, as applicable; and in good faith with a view to the best interests of the Corporation and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnified Party's not having had reasonable grounds for believing that his or her conduct was lawful; and 1.2 2.2 from and against all Expenses reasonably Losses sustained or incurred by the Indemnified Party as a result of serving as a director or officer of the Corporation in respect of any act, matter, deed or thing whatsoever made, done, committed, omitted, permitted or acquiesced in by the Indemnified Party as a director or officer of the Corporation, Corporation or other entity described in Section 3.3, as applicable, whether before or after the effective date of this Agreement and whether or not related to a Proceeding brought by the Corporation. Subject to applicable law, this indemnity will apply without reduction regardless of whether the Indemnified Party committed any fault or omitted to do anything that the Indemnified Party ought to have done. Proceeding. 3.2 This indemnity will not apply to to: (a) claims initiated by the Indemnified Party against the Corporation or any subsidiary other entity described in Section 3.3, as applicable, except for claims relating to the enforcement of this Agreement, Agreement; (b) claims initiated by the Indemnified Party against any other person or entity unless the Corporation or other entity described in Section 3.3, as applicable, has joined with the Indemnified Party in or consented to the initiation of that Proceeding, and (b) (c) claims by the Corporation for the forfeiture and recovery by the Corporation of compensation, including bonuses, bonuses or other compensation received by the Indemnified Party from the Corporation due to the Indemnified Party's violation of applicable securities or other laws. To the extent prior court or other approval is required in connection with any indemnification obligation of the Corporation hereunder, the Corporation will seek and use all reasonable efforts to obtain that approval as soon as reasonably possible in the circumstances. "Expenses" means all costs, charges, damages, awards, settlements, liabilities, fines, penalties, statutory obligations, professional fees and other expenses of whatever nature or kind, provided that any costs, expenses and professional fees included as Expenses hereunder shall be reasonable. "Proceeding" will include a claim, demand, suit, proceeding, complaint, inquiry, hearing, discovery or investigation, of whatever nature or kind, whether anticipated, threatened, pending, commenced, continuing or completed, and any appeal or appeals therefrom. 3.3 The indemnities in this Agreement also apply to an Indemnified Party in respect of to his or her service at the Corporation's request as as: (a) an officer or director of another corporation corporation; or (b) a similar role with another entity, including a partnership, trust, joint venture or other unincorporated entity. The foregoing indemnities will not apply 3.4 In respect of a Proceeding by or on behalf of the Corporation or other entity described in Section 3.3, as applicable, to any Proceeding initiated by procure a judgment in its favour to which the Indemnified Party is made a party because of the Indemnified Party's association with the Corporation or other entity described in Section 3.3, as applicable, the Corporation shall, at the Indemnified Party's request and at the Corporation's cost, promptly make an application for approval of a court of competent jurisdiction to indemnify the Indemnified Party against (a) the Corporation unless it is brought to establish or enforce any right under this Agreement; or (b) any other person or entity unless the Corporation or other party described all Losses in the previous paragraph has joined connection with the Indemnified Party in or consented to the initiation of that such Proceeding. The Corporation will have the burden of establishing the absence of good faith. 2.2 The knowledge and/or actions, or failure to act, of any other director, officer, agent or employee of the Corporation or any other entity will not be imputed to the Indemnified Party for purposes of determining the right to indemnification under this Agreement. 2.3 The Corporation will have the burden of establishing that any Expense it wishes to challenge is not reasonable.View More
Indemnification. The Company has entered or shall enter into an Indemnification Agreement with Employee in a form satisfactory to Employee indemnifying him against personal liability to the fullest extent permissible under applicable corporate law and shall, to the extent it is reasonably economical to do so, maintain Directors and Officers liability insurance for obligations of indemnification.
Indemnification. The Company has entered or shall enter into an Indemnification Agreement with Employee in a form satisfactory to Employee indemnifying him against personal liability to the fullest extent permissible under applicable corporate law and shall, to the extent it is reasonably economical to do so, maintain Side A and Side B Directors and Officers liability insurance for obligations of indemnification.
Indemnification. 12.1. By Company. Company will indemnify, defend, and hold harmless Google from and against all liabilities, damages, and costs (including settlement costs) arising out of a third party claim: (a) arising from any Company Content, Sites or Company Brand Features or Approved Client Applications; or (b) arising from Company's breach of this Agreement. 12.2. By Google. (a) Google will indemnify, defend, and hold harmless Company from and against all liabilities, damages, and costs (including settle...ment costs) arising out of a third party claim: (i) that authorized use of Google's technology used to provide the Services or any Google Brand Features infringes or misappropriates any copyright, trade secret, trademark or patent of that third party; or (ii) arising from Google's breach of this Agreement. (b) For purposes of clarity, Google will not have any obligations or liability under this Section 12 (Indemnification) to the extent arising from any (i) use of the Services or Google Brand Features in a modified form or in combination with services or software not furnished by Google, (ii) content, information or data provided to Google by Company, End Users or any other third parties, or (iii) Search Results, Ads, content appearing in Search Results or Ads, or content to which Search Results or Ads link. 12.3. General. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party has full control and authority over the defense, except that any settlement requiring the party seeking indemnification to admit liability or to pay any money will require that party's prior written consent, such consent not to be unreasonably withheld or delayed. The other party may join in the defense with its own counsel at its own expense. THE INDEMNITIES IN SUBSECTIONS 12.1(a) and 12.2(a)(i) ARE THE ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.View More
Indemnification. 12.1. 15.1. By Company. Company will indemnify, defend, and hold harmless Google from and against all liabilities, damages, and costs (including settlement costs) arising out of a third party claim: (a) arising from any Company Content, Sites or Company Brand Features or Approved Client Applications; or Features; (b) arising from Company's breach of this Agreement. 12.2. Agreement; (c) arising from or related to Company's breach of any third party agreements as a result of Company's entering int...o this Agreement or Company's utilization of the Services under the terms of this Agreement; [*]; (f) arising from Click Tracking; (g) arising from Company's use of IS; or (h) arising from accessing the Services, directly or indirectly, from or through any Approved Client Application. 15.2. By Google. (a) Google will indemnify, defend, and hold harmless Company from and against all liabilities, damages, and costs (including settlement costs) arising out of a third party claim: (i) that authorized use of Google's technology used to provide the Services or any Google Brand Features infringes or misappropriates any copyright, trade secret, trademark or patent of that third party; or [*], (ii) arising from Google's breach of this Agreement, or (iii) [*], or (iv) arising from or related to Google's breach of any third party agreements as a result of Google's entering into this Agreement or Google's provision of the Services under the terms of this Agreement. (b) For purposes of clarity, Notwithstanding the foregoing, Google will not have any obligations or liability under this Section 12 15 (Indemnification) to the extent arising from any (i) use of the Services or Google Brand Features in a modified form or in combination with services or software not furnished by Google, Google except for any such modification or combination made by Company as necessary in the ordinary course of the authorized uses of the Services or Google Brand Features, (ii) content, information or data provided to Google by Company, End Users or any other third parties, parties [*], or (iii) Search Results, Ads, content appearing in Search Results or Ads, Results, or content to which Search Results or Ads link. 12.3. 15.3. General. The party seeking indemnification will promptly notify the other party of the claim and cooperate cooperate, at the other party's expense, with the other party in defending the claim. The indemnifying party has full [*] Indicates that certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. control and authority over the defense, except that any settlement requiring the party seeking indemnification to admit liability or to pay any money will require that party's prior written consent, such consent not to be unreasonably withheld or delayed. The other party seeking indemnification may join in the defense with its own counsel at its own expense. THE INDEMNITIES IN SUBSECTIONS 12.1(a) 15.1(a) and 12.2(a)(i) 15.2(a)(i) ARE THE ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS. View More
Indemnification. The Debtor will indemnify and hold and save the Secured Party harmless from and against any and all liability, loss, damage or expense of whatever kind or nature, including attorneys' fees, which the Secured Party may at any time sustain or incur hereunder, including, but not limited to, any claims or demands whatsoever which may be asserted against the Secured Party as a result of any failure on the part of the Debtor to perform, observe or discharge its obligations under any of the Contracts o...r involving any of the Collateral, other than any of the foregoing arising from Secured Party's gross negligence or willful misconduct. Prior to the actual entry and taking possession of any property by the Secured Party, this Security Agreement shall not operate to place responsibility upon the Secured Party for the control, care, management or repair of any property constituting security hereunder.View More
Indemnification. The Debtor will indemnify and hold and save the Secured Party harmless from and against any and all liability, loss, damage or expense of whatever kind or nature, including attorneys' fees, which the Secured Party may at any time sustain or incur hereunder, including, but not limited to, any claims or demands whatsoever which may be asserted against the Secured Party as a result of any failure on the part of the Debtor to perform, observe or discharge its obligations under any of the Contracts o...r involving any of the Collateral, other than any of the foregoing arising from Secured Party's gross negligence or willful misconduct. Prior to the actual entry and taking possession of any property by the Secured Party, this Security Agreement shall not operate to place responsibility upon the Secured Party for the control, care, management or repair of any property constituting security hereunder. 8 5. Enforcement and Collection. The Debtor will, at no cost to the Secured Party, diligently enforce and secure the performance and observance of each and every obligation, covenant, condition, and agreement of the other parties under all the Contracts. View More
Indemnification. I hereby agree to indemnify and hold harmless the Company, its officers, directors, stockholders, employees, agents, and attorneys against any and all losses, claims, demands, liabilities, and expenses (including reasonable legal or other expenses incurred by each such person in connection with defending or investigating any such claims or liabilities, whether or not resulting in any liability to such person or whether incurred by the indemnified party in any action or proceeding between the ind...emnitor and indemnified party or between the indemnified party and any third party) to which any such indemnified party may become subject, insofar as such losses, claims, demands, liabilities and expenses (a) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact made by me and contained herein, or (b) arise out of or are based upon any breach by me of any representation, warranty, or agreement made by me contained herein. 11 11. Severability; Remedies. In the event any parts of this Subscription/Registration Rights Agreement are found to be void, the remaining provisions of this Subscription/Registration Rights Agreement are nevertheless binding with the same effect as though the void parts were deleted.View More
Indemnification. I hereby agree to indemnify and hold harmless the Company, Company and its officers, directors, stockholders, employees, agents, and attorneys against any and all losses, claims, demands, liabilities, and expenses (including reasonable legal or other expenses incurred by each such person in connection with defending or investigating any such claims or liabilities, whether or not resulting in any liability to such person or whether incurred by the indemnified party in any action or proceeding bet...ween the indemnitor and indemnified party or between the indemnified party and any third party) to which any such indemnified party may become subject, insofar as such losses, claims, demands, liabilities and expenses (a) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact made by me and contained herein, or (b) arise out of or are based upon any breach by me of any representation, warranty, or agreement made by me contained herein. 11 11. Severability; Remedies. In the event any parts of this Subscription/Registration Rights Agreement are found to be void, the remaining provisions of this Subscription/Registration Rights Agreement are nevertheless binding with the same effect as though the void parts were deleted.View More
Indemnification. To the maximum extent and when permitted by applicable law, the Articles of Incorporation, Bylaws/and or resolutions of the Company in effect from time to time (except as limited below), the Company shall indemnify and defend Employee against liability or loss arising out of Employee ‘s actual or asserted misfeasance in the performance of Employee's duties or out of any actual or asserted Wrongful act against, or by, the Company including but not limited to judgments, fines, settlements and expe...nses incurred in the defense of actions, proceedings and appeals therefrom . The Company shall endeavor to maintain Directors and Officers Liability Insurance to indemnify and insure the Company and Employee from and against the aforesaid liabilities. The provisions of this Section shall apply and inure to the benefit of the estate, executor, administrator, heirs, legatees or devisees of Employee. 5 14. Non-Competition and Non-Solicitation. As a material part of the consideration given for this Agreement, during the term of this Agreement and for a period of six (6) months following the termination of Employee's employment (for any reason or no reason), Employee agrees that he will not, directly or indirectly, engage himself in any activity that ensures economic benefit to him by dealing in any manner whatsoever in products that the company is either currently selling, licensing, developing or has committed financial resources to develop. This section shall not limit Employee from accepting employment from a competitor of the Company, or any other third-party entity, upon the termination of employment with the Company, so long as Employee does not disclose any of the Company's confidential information to the new employer.View More
Indemnification. To the maximum extent and when permitted by applicable law, the Articles of Incorporation, Bylaws/and or resolutions of the Company in effect from time to time (except as limited below), the Company shall indemnify and defend Employee against liability or loss arising out of Employee ‘s 's actual or asserted misfeasance in the performance of Employee's duties or out of any actual or asserted Wrongful act against, or by, the Company including but not limited to judgments, fines, settlements and e...xpenses incurred in the defense of actions, proceedings and appeals therefrom . The Company shall endeavor to maintain Directors and Officers Liability Insurance to indemnify and insure the Company and Employee from and against the aforesaid liabilities. The provisions of this Section shall apply and inure to the benefit of the estate, executor, administrator, heirs, legatees or devisees of Employee. 5 14. Non-Competition and Non-Solicitation. As a material part of the consideration given for this Agreement, during the term of this Agreement Employment Period and for a period of six (6) twelve (12) months following the termination of Employee's employment (for any reason or no reason), Employee agrees that he she will not, directly or indirectly, engage himself herself in any activity that ensures economic benefit to him her by dealing in any manner whatsoever in products that the company Company is either currently selling, licensing, developing or has committed financial resources to develop. The Employee also agrees during the Employment Period, that she will not, directly or indirectly, solicit any of other employees of the Company, or it's partners, suppliers or subsidiaries, for a period of twelve (12) months following. This section shall not limit Employee from accepting employment from a competitor of the Company, or any other third-party third party entity, upon the termination of employment with the Company, so long as Employee does not disclose any of the Company's confidential information to the new employer. View More
Indemnification. The Executive shall be indemnified and held harmless by the Company during the Employment Period and following any termination of his employment for any reason whatsoever in the same manner as would any other key management employee of the Company with respect to acts or omissions occurring on or prior to the termination of employment of the Executive. In addition, during the Employment Period and for a period of three (3) years following the termination of Executive's employment for any reason ...whatsoever, the Executive shall be covered by a Company-held directors' and officers' liability insurance policy covering acts or omissions occurring on or prior to the termination of employment of the Executive. The Executive shall also remain entitled to the protections of the indemnification agreement he has entered into with the Company dated as of October 14, 2015 ("Indemnification Agreement").View More
Indemnification. The Executive shall be indemnified and held harmless by the Company during the Employment Period and following any termination of his employment for any reason whatsoever in the same manner as would any other key management employee of the Company with respect to acts or omissions occurring on or prior to the termination of employment of the Executive. In addition, during the Employment Period and for a period of three (3) years following the termination of Executive's employment for any reason ...whatsoever, the Executive shall be covered by a Company-held directors' and officers' liability insurance policy covering acts or omissions occurring on or prior to the termination of employment of the Executive. The Executive shall also remain entitled to the protections of the indemnification agreement he has entered into with the Company dated as of October 14, 2015 January 5, 2016 ("Indemnification Agreement"). View More
Indemnification. Company shall indemnify and defend the Executive against all claims arising out of Executive's activities as an officer or employee of Company or its affiliates to the fullest extent permitted by law and under Company's organizational documents, except that the Company shall not indemnify and defend the Executive against any such claims brought against the Executive by the Company or any of its affiliates. During employment and for six years following the end of employment, Executive shall be en...titled to be covered by a policy of directors' and officers' liability insurance on commercially reasonable terms sufficient to cover the risk to Executive that would reasonably be expected to result from his activities as aforesaid and a copy of the policy shall be provided to Executive upon his request from time to time. At the request of the Company, Executive shall during and after employment render reasonable assistance to the Company in connection with any litigation or other proceeding involving the Company or any of its affiliates, unless precluded from so doing by law. The Company shall provide reasonable compensation to Executive for such assistance rendered after employment ceases.View More
Indemnification. Company shall indemnify and defend the Executive against all claims arising out of Executive's activities as an officer or employee of Company or its affiliates to the fullest extent permitted by law and under Company's organizational documents, except that the Company shall not indemnify and defend the Executive against any such claims brought against the Executive by the Company Company, Enstar, or any of its their affiliates. During Executive's employment and for six (6) years following the e...nd of Executive's employment, Executive shall be entitled to be covered by a policy of directors' and officers' liability insurance on commercially reasonable terms sufficient to cover the risk to Executive that would reasonably be expected to result from his activities as an officer or employee of the Company or its affiliates as aforesaid and a copy of the policy shall be provided to Executive upon his request from time to time. At the request of the Company, Executive shall shall, during and after Executive's employment with the Company, render reasonable assistance to the Company in connection with any litigation or other proceeding involving the Company or any of its affiliates, unless precluded from so doing by law. The Company shall provide reasonable compensation to Executive for such assistance rendered after Executive's employment ceases. ceases and will reimburse Executive for reasonable attorneys' fees incurred as a result of Executive's requested assistance pursuant to this Section. View More
Indemnification. As a condition to the effectiveness of this Agreement, the Company and Employee shall enter into a mutually acceptable indemnification agreement.
Indemnification. As a condition to the effectiveness of this Agreement, the Company and Employee shall enter into a mutually acceptable indemnification agreement. agreement (the "Indemnification Agreement").
Indemnification. Employer hereby agrees to indemnify the Executive and provide directors and officers liability insurance coverage to the Executive, in each case, on terms and conditions no less favorable than those provided to members of the Board.
Indemnification. Employer hereby agrees to indemnify the Executive and provide directors and officers liability insurance Directors & Officers Liability Insurance ("D&O Insurance") coverage to the Executive, in each case, on terms and conditions no less favorable than those provided to members of the Board. Board and other executive officers.
