Indemnification and Other Matters. The Company shall indemnify, hold harmless and defend AlixPartners and its affiliates and its and their partners, directors, officers, employees and agents (collectively, the “indemnitees”) from and against all claims, liabilities, losses, expenses and damages arising out of or in connection with the engagement of AlixPartners that is the subject of the Agreement. The Company shall pay damages and expenses as incurred, including reasonable legal fees and disbursements of counsel. In addition, the Company shall pay the costs of AlixPartners’ professional time (AlixPartners’ professional time will be reimbursed at AlixPartners’ rates in effect when such future time is required), relating to or arising out of the engagement, including any legal proceeding in which an indemnitee may be required or agree to participate but in which it is not a party. The indemnitees may, but are not required to, engage a single firm of separate counsel of their choice in connection with any of the matters to which this indemnification agreement relates. In addition to the above indemnification, AlixPartners employees serving as directors or officers of the Company or affiliates will be entitled to the benefit of the most favorable indemnities and advancement of expenses provisions provided by the Company to its directors and officers, whether under the Company’s charter or by-laws, by contract or otherwise. The Company shall use its best efforts to specifically include and cover, as a benefit for their protection, AlixPartners employees and agents serving as directors or officers of the Company or affiliates from time to time with direct coverage as named insureds under the Company’s policy for directors’ and officers’ (“D&O”) insurance. The Company will maintain such D&O insurance coverage for the period through which claims can be made against such persons. The Company disclaims a right to distribution from the D&O insurance coverage with respect to such persons. In the event that the Company is unable to include AlixPartners employees and agents under the Company’s policy or does not have first dollar coverage acceptable to AlixPartners in effect for at least $10 million (e.g., such policy is not reserved based on actions that have been or are expected to be filed against officers and directors alleging prior acts that may give rise to a claim), AlixPartners may, at its option, attempt to purchase a separate D&O policy that will cover AlixPartners employees and agents only. ...
Indemnification and Other Matters. The Company shall indemnify, hold harmless and defend APS and its affiliates and its and their partners, directors, officers, employees and agents (collectively, the “APS Parties”) from and against all claims, liabilities, losses, expenses and damages arising out of or in connection with the engagement of APS that is the subject of the Agreement. The Company shall pay damages and expenses as incurred, including reasonable legal fees and disbursements of counsel. If, in the opinion of counsel, representing both parties in the matter covered by this indemnification creates a potential conflict of interest, the APS Parties may engage separate counsel to represent them at the Company’s expense. In addition to the above indemnification, APS employees serving as directors or officers of the Company or affiliates will receive the benefit of the most favorable indemnification provisions provided by the Company to its directors, officers and any equivalently placed employees, whether under the Company’s charter or by-laws, by contract or otherwise. The Company shall specifically include and cover employees and agents serving as directors or officers of the Company or affiliates from time to time with direct coverage under the Company’s policy for liability insurance covering its directors, officers and any equivalently placed employees (“D&O insurance”). Prior to APS accepting any officer position, the Company shall, at the request of APS, provide APS a copy of its current D&O policy, a certificate(s) of insurance evidencing the policy is in full force and effect, and a copy of the signed board resolutions and any other documents as APS may reasonably request evidencing the appointment and APS Page 5 of 11 Rev. 01May2015 coverage of the indemnitees. The Company will maintain such D&O insurance coverage for the period through which claims can be made against such persons. The Company disclaims a right to distribution from the D&O insurance coverage with respect to such persons. In the event that the Company is unable to include APS employees and agents under the Company’s policy or does not have first dollar coverage acceptable to APS in effect for at least $10 million (e.g., there are outstanding or threatened claims against officers and directors alleging prior acts that may give rise to a claim), APS may, at its option, attempt to purchase a separate D&O insurance policy that will cover APS employees and agents only. The cost of the policy shall be invoiced to th...
Indemnification and Other Matters. 1.) The COMPANY agrees to indemnify and hold GAH (which term, for purposes of this paragraph, includes it, its affiliates and its and their respective directors, officers, employees, shareholders, controlling persons, partners, and members) harmless against and from all losses, claims, damages or liabilities, and all actions, claims, proceedings and investigations in respect thereof (collectively, “Losses”), arising out of or in connection with this engagement or the performance by GAH of services on behalf of the company, and to timely reimburse GAH for all reasonable legal and other out-of-pocket expenses as incurred by GAH in connection with investigating, preparing to defend or defending any such Losses (including costs of GAH personnel required to testify or otherwise assist in any litigation calculated at customary per diem or hourly rates), whether or not GAH is named as a party thereto; provided, however, that the COMPANY shall not be liable to the extent such Losses are determined by arbitration as herein provided (not subject to judicial review or appeal) to have resulted primarily and directly from GAH’s gross negligence or willful misconduct. If such indemnification and reimbursement are insufficient or unavailable pursuant to, or as a result of, the foregoing sentence or otherwise, the COMPANY and GAH agree to make contributions to any Losses paid or payable in such proportion as appropriately reflects the relative economic benefits received by, and fault of, the COMPANY and its Shareholders, on the one hand, and GAH, on the other hand, as well as other equitable considerations; provided, however that the COMPANY agrees to make contributions to any Losses paid or payable such that GAH will not be liable for more than the Accomplishment Fee received by GAH pursuant to this Agreement. The COMPANY further agrees that GAH shall have no liability to the COMPANY in excess of the Accomplishment Fee received by GAH pursuant to this Agreement. The foregoing rights to indemnification and contribution shall not limit any other rights that GAH may have at law or otherwise. The COMPANY further agrees that without the written consent of GAH, the COMPANY will not settle or compromise any pending or threatened action, claim, proceeding, or investigation with respect to which indemnification or contribution may be sought hereunder unless such settlement or compromise includes an unconditional release of GAH from all liability resulting from such action, claim,...
Indemnification and Other Matters. The COMPANY and GAHS agree to the provisions of the attached Exhibit B, which relates to indemnification and other matters and which is in its entirety incorporated by reference herein. The COMPANY will cause the definitive merger or purchase agreement relating to a Transaction to include an “entire agreement,” “integration,” or similar clause, which in substance provides that such agreement contains the entire agreement between the parties with respect to the Transaction and that it supersedes all prior agreements, understandings, promises, undertakings, representations, and warranties, whether written or oral, made by the parties to one another and/or by GAHS to the buyer relating to the Transaction.
Indemnification and Other Matters. 14 SECTION 6.1. Assumed Liabilities, Exculpation and Indemnification by Cavco.................. 14 SECTION 6.2. Exculpation and Indemnification by Centex...................................... 15 SECTION 6.3. Specific Indemnification Issues................................................ 16 SECTION 6.4. Notice and Payment of Claims................................................... 17 SECTION 6.5. Defense of Third-Party Claims.................................................. 17 ARTICLE VII........................................................................................... 18 SECTION 7.1. Conditions..................................................................... 18
Indemnification and Other Matters. The Company shall indemnify, hold harmless and defend APS and APS' directors, officers, employees, the CFO and agents (the "Indemnified Parties") from and against all claims, liabilities, losses, expenses and damages (the "Claims") to the extent of the most favorable indemnities provided by the Company to any of its directors or officers, provided, however, (i) that the Company shall not be required to indemnify the Indemnified Parties for any Claims that arise from the gross negligence or willful misconduct of the Indemnified Parties that may be determined to rise to the level of gross negligence or willful misconduct and (ii) that to the extent any matter for which indemnification is called for hereunder arises while the Company is under the protection of the Bankruptcy Code indemnification of APS personnel who are not directors or officers of the Company shall be subject to the approval of the Board of Directors of the Company. The Company shall pay costs as incurred, including reasonable legal fees and disbursements of counsel and the costs of APS' professional time (APS' professional time will be reimbursed at APS' rates in effect when such future time is required), relating to or arising out of the engagement, including any legal proceeding in which APS or other indemnities may be required or agree to participate but in which they are not a party. APS and its directors, officers, employees, Temporary Staff shall engage a single firm of separate counsel of their choice in connection with any of the matters to which this indemnification agreement relates. The Company agrees that it will use its best efforts to specifically include and cover, as a benefit for their protection, APS employees serving as officers of the Company with direct coverage as an insured under the Company's policy for directors' and officers' ("D&O") insurance. The Company further agrees that it will maintain such D&O insurance coverage for the period through which claims can be made against such APS employees. The Company disclaims a right to distribution from the D&O insurance coverage with respect to such persons. In the event that the Company is unable to include APS appointees under the Company's policy or does not have first dollar coverage, acceptable to APS, in effect for at least $10 million, it is agreed that APS may, at its option, attempt to purchase a separate D&O policy that will cover its employees and agents only and that the cost of same shall be invoiced to the Co...
Indemnification and Other Matters. (a) In the event that I am made a party or threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “Proceeding”), by reason of the fact that I was a director or officer of the Company, or any affiliate of the Company, or was serving at the request of the Company as a director, officer, member, employee, or agent of another corporation or a partnership, joint venture, trust, or other enterprise, I will be indemnified and held harmless by the Company to the maximum extent permitted under applicable law and the Company’s bylaws from and against any liabilities, costs, claims, and expenses, including all costs and expenses incurred in defense of any Proceeding (including attorneys’ fees).
Indemnification and Other Matters. (A) The Company agrees to indemnify AST for, and to hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on the part of AST for anything done or omitted by AST in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises, provided that AST shall have provided the Company with notice of any such claim promptly after such claim became known to AST, and provided further that the Company shall have the right to assume the defense of any such claim upon receipt of written notice thereof from AST. If the Company assumes the defense of any such claim, AST shall be entitled to participate in (but not control) the defense of any such claim at its own expense. The Company shall not indemnify AST with respect to any claim or action settled without its consent, which consent shall not be unreasonably withheld.
Indemnification and Other Matters. The Company shall indemnify, hold harmless and defend AlixPartners and its affiliates and its and their partners, directors, officers, owners, employees and agents (collectively, the “indemnitees”) from and against all claims, liabilities, losses, expenses and damages arising out of or in connection with the engagement of AlixPartners that is the subject of the Agreement. The Company shall pay damages and expenses as incurred, including reasonable legal fees and disbursements of counsel and the costs of AlixPartners’ professional time (AlixPartners’ professional time will be reimbursed at AlixPartners’ rates in effect when such future time is required), relating to or arising out of the engagement, including any legal proceeding in which an indemnitee may be required or agree to participate but in which it is not a party. The indemnitees may, but are not required to, engage a single firm of separate counsel of their choice in connection with any of the matters to which this indemnification agreement relates. In addition to the above indemnification, AlixPartners employees serving as directors or officers of the Company or affiliates will be entitled to the benefit of the most favorable indemnities and advancement of expenses provisions provided by the Company to its directors and officers, whether under the Company’s charter or by-laws, by contract or otherwise. AlixPartners is not responsible for any third-party products or services. The Company’s sole and exclusive rights and remedies with respect to any third party products or services are against the third-party vendor and not against AlixPartners, whether or not AlixPartners is instrumental in procuring the third-party product or service. AlixPartners shall not be liable to the Company except for actual damages resulting from bad faith, self-dealing, intentional misconduct or gross negligence.
Indemnification and Other Matters. The Partnership Representative shall be subject to the same standard of care as that of the Class A Member under Section 4.3 above (or otherwise at law), and shall be entitled to indemnification in accordance with Section 10 below.
