Basic Indemnification Arrangement. The Company will indemnify and hold harmless Indemnitee, to the fullest extent permitted by the laws of Delaware in effect on the date hereof or as such laws may be amended from time to time to increase the scope of such permitted indemnification, against all Indemnifiable Losses relating to, resulting from, or arising out of any Claim; provided, however, that the foregoing indemnification shall not apply to claims, liabilities or expenses arising from the gross negligence or willful misconduct of the Indemnitee. The failure by Indemnitee to notify the Company of such Claim will not relieve the Company from any liability hereunder unless, and only to the extent that, the Company did not otherwise learn of the Claim and such failure results in forfeiture by the Company of substantial defenses, rights or insurance coverage. If so requested by Indemnitee, the Company will advance within two business days of such request any and all Expenses to Indemnitee paid or incurred by Indemnitee in connection with any Claim asserted or brought by Indemnitee for (a) indemnification or advance payment of Expenses by the Company under this Agreement or any other agreement or under any provisions of the Certificate of Incorporation now or hereafter in effect relating to Claims for Indemnifiable Losses or (b) recovery under any directors' and officers' liability insurance policies maintained by the Company, upon receipt by the Company of an undertaking by or on behalf of the Indemnitee to repay such amount, if it shall be ultimately determined that Indemnitee is not entitled to be indemnified.
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Basic Indemnification Arrangement. The Company will indemnify and hold harmless Indemnitee, to the fullest extent permitted by the laws of Delaware in effect on the date hereof or as such laws may be amended from time to time hereafter be amended to increase the scope of such permitted indemnification, against all Indemnifiable Losses relating to, resulting from, or arising out out, of any Claim; providedClaim as soon as practicable but in any event no later than 60 calendar days after Indemnitee has made a written demand therefor. Unless otherwise required by the General Corporation Law of Delaware, howeverthe Certificate of Incorporation or the Bylaws, that the foregoing indemnification shall not apply to claims, liabilities or expenses arising from the gross negligence or willful misconduct of the Indemnitee. The failure by Indemnitee to notify the Company of such Claim Claim, or to request in writing Indemnification in respect thereof, will not relieve the Company from any liability hereunder unless, and only to the extent that, the Company did not otherwise learn of the Claim and such failure results in forfeiture by the Company of substantial defenses, rights or insurance coverage. Except as provided in Section 18, however, Indemnitee will not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee unless the Board authorized the initiation of such Claim. If so requested by IndemniteeIndemnitee by submission of a written request and undertaking substantially in the form of EXHIBIT 1 hereto, the Company will advance within two business 20 calendar days of such written request any and all Expenses to Indemnitee paid or incurred by that Indemnitee in connection with determines reasonably likely to be payable; PROVIDED, HOWEVER, that Indemnitee will return, without interest, any Claim asserted or brought by Indemnitee for (a) indemnification or such advance payment of Expenses by that remains unspent at the Company under this Agreement or any other agreement or under any provisions final conclusion of the Certificate of Incorporation now or hereafter in effect relating Claim to Claims for Indemnifiable Losses or (b) recovery under any directors' and officers' liability insurance policies maintained by which the Company, upon receipt by the Company of an undertaking by or on behalf of the Indemnitee to repay such amount, if it shall be ultimately determined that Indemnitee is not entitled to be indemnifiedadvance related.
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Sources: Indemnification Agreement (Washington Group International Inc)
Basic Indemnification Arrangement. The Company will indemnify and hold harmless Indemnitee, to the fullest extent permitted by the laws of Delaware in effect on the date hereof or as such laws may be amended from time to time hereafter be amended to increase the scope of such permitted indemnification, against all Indemnifiable Losses relating to, resulting from, or arising out out, of any Claim; providedClaim as soon as practicable but in any event no later than 30 days after Indemnitee has made a written demand therefor. Unless otherwise required by the General Corporation Law of Delaware, howeverthe Certificate of Incorporation or the By-Laws, that the foregoing indemnification shall not apply to claims, liabilities or expenses arising from the gross negligence or willful misconduct of the Indemnitee. The failure by Indemnitee to notify the Company of such Claim Claim, or to request in writing Indemnification in respect thereof, will not relieve the Company from any liability hereunder unless, and only to the extent that, the Company did not otherwise learn of the Claim and such failure results in forfeiture by the Company of substantial defenses, rights or insurance coverage. Except as provided in Section 17, however, Indemnitee will not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Claim. If so requested by IndemniteeIndemnitee by submission of a written request and undertaking substantially in the form of Exhibit 1 hereto, the Company will advance within two business days of such written request any and all Expenses to Indemnitee paid or incurred by that Indemnitee in connection with determines reasonably likely to be payable; provided, however, that Indemnitee will return, without interest, any Claim asserted or brought by Indemnitee for (a) indemnification or such advance payment of Expenses by that remains unspent at the Company under this Agreement or any other agreement or under any provisions final conclusion of the Certificate of Incorporation now or hereafter in effect relating Claim to Claims for Indemnifiable Losses or (b) recovery under any directors' and officers' liability insurance policies maintained by which the Company, upon receipt by the Company of an undertaking by or on behalf of the Indemnitee to repay such amount, if it shall be ultimately determined that Indemnitee is not entitled to be indemnifiedadvance related.
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