Indemnification Contract Clauses (12,390)

Indemnification. The Company will defend, indemnify, and hold harmless the Executive to the maximum extent permitted under the laws of the State of Delaware and the Company's governing documents. In the event of a claim or litigation commenced against the Executive, the Company reserves the right to select and compensate counsel for the Executive, subject to the Executive's approval, which approval will not unreasonably be withheld. The Company will cover the Executive under any directors and officers' insurance... policy carried by it to no less than the same extent that it covers any of its other directors and officers. 5 10. No Conflicting Obligations. The Executive warrants that neither the Executive's employment with the Company nor the Executive's performance of the Executive's obligations hereunder will conflict with, violate, or otherwise be inconsistent with any other contracts or obligations of the Executive. View More

Indemnification. (a) If you are made a party, or threatened to be made a party, or reasonably anticipate being made a party, to any Proceeding by reason of the fact that you are or were a director, officer, member, employee, agent, manager, trustee, consultant or representative of any TPG Entity or are or were serving at the request of any TPG Entity, or in connection with your service for any TPG Entity, as a director, officer, member, employee, agent, manager, trustee, consultant or representative of another P...erson, or if any Claim is made, is threatened to be made, or is reasonably anticipated to be made, that arises out of or relates to your service in any of the foregoing capacities, then you shall promptly be indemnified and held harmless to the fullest extent permitted or authorized in any applicable Governance Document or TPG Arrangement, or if greater, by applicable law, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys' and other professional fees and charges, judgments, interest, expenses of investigation, penalties, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement, in each case to the extent permitted by law) incurred or suffered by you in 11 connection therewith or in connection with seeking to enforce your rights under this Section 15(a), and such indemnification shall continue even if you have ceased to be a director, officer, member, employee, agent, manager, trustee, consultant or representative of any TPG Entity and shall inure to the benefit of your heirs, executors and administrators. You shall be entitled to prompt advancement of any and all costs and expenses (including, without limitation, attorneys' and other professional fees and charges) you reasonably incur in connection with any such Proceeding or Claim, or in connection with seeking to enforce your rights under this Section 15(a), any such advancement to be made within 15 days after you give written notice, supported by reasonable documentation, requesting such advancement to the New TPG Parties. Such notice shall include an undertaking by you to promptly repay the amount advanced if you are ultimately determined not to be entitled to indemnification against such costs and expenses. Nothing in this Agreement shall operate to limit or extinguish any right to indemnification, advancement of expenses, or contribution that you would otherwise have (including, without limitation, by the Reorganization Agreement or any other agreement or under applicable law). (b) A directors' and officers' liability insurance policy (or policies) providing coverage to you that is commensurate with the coverage provided to other current and former senior leaders shall be kept in place during the Term and your employment with TPG and thereafter until the December 31st following the seventh anniversary of your Termination Date. View More

Indemnification. The Executive and the Company shall enter into an indemnification agreement in substantially the form attached hereto as Exhibit B.

Indemnification. (a) Except as provided in Section 10 hereof, Subtenant shall indemnify and hold harmless Sublandlord from and against all claims, losses, costs, damages, expenses and liabilities (including, but not limited to, the costs of legal proceedings and reasonable attorneys' fees and disbursements) (collectively referred to hereinafter as "Claims") which Sublandlord may incur, pay or have asserted against it by reason of any injuries to persons occurring in, on or about the Subleased Premises caused by ...the acts or omissions of Subtenant, its agents, employees, guests or invitees or by reason of any breach, failure or default hereunder on Subtenant's part, including any breach or default which results in a breach of or possible termination or forfeiture of the Lease. (b) Except as provided in Paragraph 10 hereof, Sublandlord shall indemnify and hold harmless Subtenant from and against all Claims which Subtenant may incur, pay or have asserted against it by reason of any injuries to persons occurring in, on or about the Subleased Premises caused by the willful act or negligence of Sublandlord, its agents, employees, contractors or invitees or a default of Sublandlord under the Lease which results in a breach of or possible termination or forfeiture of the Lease. 9 (c) In the event of a conflict between the provisions of this Section 11 and any provision of the Lease, the provisions of this Section 11 shall prevail. The provisions of this Section 11 shall survive the expiration or earlier termination of this Sublease. View More

Indemnification. Consultant will indemnify and hold harmless Company from and against any and all third party claims, suits, actions, demands and proceedings against Company and all losses, costs and liabilities related thereto arising out of or related to (i) an allegation that any item, material and other deliverable delivered by Consultant under this Agreement infringes any intellectual property rights or publicity rights of a third party or (ii) any negligence by Consultant or any other act or omission of Co...nsultant, including without limitation any breach of this Agreement by Consultant. View More

Indemnification. Consultant hereby agrees to indemnify, defend, and hold harmless Company, its affiliates, officers, directors, agents and employees, successors and assigns, from, against, and with respect to any and all third-party claims of any kind based on any negligence, willful misconduct, or violation of law or regulation on the part of Consultant or any of Consultant's Agents in connection with Consultant's performance of the Services or meeting his/her/its obligations hereunder. The Company agrees to in...demnify, defend, and hold harmless Consultant per the Company's articles and by-laws. View More

Indemnification. The Indemnitee shall be entitled to the rights of indemnification provided in this paragraph 2 and under applicable law, the Charter, the Bylaws, any other agreement, a vote of stockholders or resolution of the Board of Directors or otherwise if, by reason of such Indemnitee's Corporate Status, such Indemnitee is, or is threatened to be made, a party to any threatened, pending, or completed Proceeding, including a Proceeding by or in the right of the Company. Unless prohibited by paragraph 13 he...reof and subject to the other provisions of this Agreement, the Indemnitee shall be indemnified hereunder, to the maximum extent permitted by Maryland law in effect from time to time, against judgments, penalties, fines, liabilities, and settlements and reasonable Expenses actually incurred by or on behalf of such Indemnitee in connection with such Proceeding or any claim, issue or matter therein; provided, however, that if such Proceeding was initiated by or in the right of the Company, indemnification may not be made in respect of such Proceeding if the Indemnitee shall have been finally adjudged to be liable to the Company. For purposes of this paragraph 2, excise taxes assessed on the Indemnitee with respect to an employee benefit plan pursuant to applicable law shall be deemed fines. View More

Indemnification. The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from and against any expenses, including reasonable attorney's fees, judgments, fines, settlements and other legally permissible amounts ("Losses"), incurred in connection with any proceeding arising out of, or related to, your performance of your Duties, other than any such Losses incurred as a result of your negligence or willful misconduct. The Company shall advance to you any expenses, inc...luding reasonable attorneys' fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted by applicable law. Such costs and expenses incurred by you in defense of any such proceeding shall be paid by the Company in advance of the final disposition of such proceeding promptly upon receipt by the Company of (a) written request for payment; (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought; and (c) an undertaking adequate under applicable law made by or on your behalf to repay the amounts so advanced if it shall ultimately be determined pursuant to any non-appealable judgment or settlement that you are not entitled to be indemnified by the Company. View More

Indemnification. (a) Holdings shall indemnify, defend and hold harmless Diversus and each shareholder, director, officer, employee and agent thereof (each a "Diversus Indemnified Person"), from and against all claims, losses, damages, liabilities and expense (including, without limitation, settlement costs and any reasonable legal fees and expenses or other expenses for investigating and defending any actions or threatened actions) incurred by such Diversus Indemnified Person as a result of any threatened, pendi...ng or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, relating to or arising out of the Services provided by Diversus hereunder, except to the extent the act or failure to act giving rise to the claim for indemnification is determined by a court to have resulted from the gross negligence, willful misconduct or fraud of Diversus or from a breach of this Agreement by Diversus. (b) Diversus shall indemnify, defend and hold harmless Holdings and each director, officer, employee and agent thereof (each a "Holdings Indemnified Person"), from and against all claims, losses, damages, liabilities and expense (including, without limitation, settlement costs and any reasonable legal fees and expenses or other expenses for investigation and defending any actions or threatened actions) incurred by such Holdings Indemnified Person as a result of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, relating to or arising out of the Services provided by Diversus hereunder, except to the extent the act or failure to act giving rise to the claim for indemnification is determined by a court to have resulted from the gross negligence, willful misconduct, or fraud on the part of Holdings or a breach of this Agreement by Holdings. 4 8. Designated Personnel. Initially, Daniel Payne shall be responsible for providing the Services (the "Designated Diversus Personnel"). The Designated Diversus Personnel may assign other employees or agents of Diversus acceptable to Holdings with certain tasks and responsibilities in connection with providing the Services. View More

Indemnification. The Company will indemnify you and hold you harmless to the fullest extent permitted by law against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including advancement of reasonable attorney's fees), losses, and damages resulting from your good faith performance of your duties and obligations with the Company (but exclusive of any claims made by you or on your behalf). The Company will cover you under directors' and officers' liability in...surance both during and, while potential liability exists, after employment in the same amount and to the same extent as the Company covers its other officers and directors. These obligations will survive the termination of your employment with the Company. View More