Basis for Indemnification Clause Samples
The "Basis for Indemnification" clause defines the specific circumstances or events under which one party is obligated to compensate the other for losses, damages, or liabilities. Typically, this clause outlines what types of actions, omissions, or breaches trigger indemnification, such as violations of law, contract breaches, or third-party claims. By clearly establishing the grounds for indemnification, the clause helps allocate risk between the parties and ensures that responsibility for certain losses is understood and agreed upon in advance.
Basis for Indemnification. Confidential 2017
(a) Under the circumstances described in Section 17.02, the Company shall indemnify and hold harmless any Person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Company), by reason of the fact that such Person is or was a Member, Manager, employee or agent of the Company; or is or was serving at the request of the Company as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by it in connection with such action, suit or proceeding, if it acted in a manner it reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe its conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in a manner which it reasonably believed to be in or not opposed to the best interests of the Company; and, with respect to any criminal action or proceeding, had reasonable cause to believe that its conduct was unlawful.
(b) Under the circumstances prescribed in Section 17.02, the Company shall indemnify and hold harmless any Person who was or is a party, or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Company to procure a judgment in its favor, by reason of the fact it is or was a Member, Manager, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by it in connection with the defense or settlement of such action or suit, if it acted in good faith and in a manner it reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the Company,...
Basis for Indemnification. All exclusions and indemnities given under this clause 14 (save for those under clause 14.4 and 14.8) shall apply irrespective of cause and notwithstanding the negligence, breach of duty (whether statutory or otherwise) gross negligence or other failure of any nature of the indemnified party or any other entity or party and shall apply irrespective of any claim in tort, under contract or otherwise at law.
Basis for Indemnification. There exists a basis to demand indemnification under Section 11.5 below that materially and adversely affects the value or marketability of the related Mortgage Loan or Servicing Rights.
Basis for Indemnification. This Agreement is extended by the Company to each Indemnitee in consideration of his or her agreement to serve as a director or officer of the Company. The Indemnitee, if a director of the Company, will continue to serve as a member of the Board of Directors of the Company so long as the director is duly elected and qualified to so serve and until the director resigns or is removed from the Company's Board of Directors. The Indemnitee, if an officer of the Company, will continue to serve as an officer of the Company so long as the officer is duly appointed and qualified to so serve and until the officer resigns or is removed from office. No provision hereof shall be deemed to create any right to continued service as a director or officer of the Company on the part of any Indemnitee.
Basis for Indemnification. All exclusions and indemnities given under this clause 14 (save for those under clause 13.2(c) and 13.4) shall apply irrespective of cause and notwithstanding the
Basis for Indemnification. All indemnities given under clause 19 (Indemnity) (save for 19.1 c) (Contractor’s Indemnification) and 19.