Indemnification Arrangement. In the event the Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, to the fullest extent permitted by the TBOC or other applicable law as the same may exist or be hereinafter amended (by statute or judicial decision) (but in the case of any such amendment, with respect to matters occurring before such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), the Company shall, subject to and in accordance with the provisions of Section 6, indemnify and hold harmless the Indemnitee against any and all Expenses of such Proceeding as soon as practicable but in any event no later than (a) in the case of an initial written request for indemnification in connection with a Proceeding, five days after a determination has been made, or is deemed to have been made, that the Indemnitee is entitled to indemnification and (b) in the case of a written request for indemnification made pursuant to Section 5 in connection with a Proceeding for which a determination has been made that the Indemnitee is entitled to indemnification in connection with such Proceeding, five days after such written request.
Indemnification Arrangement. The Company and the Executive acknowledge that they have entered into that certain Indemnification Agreement dated as of March 11, 1996, and they hereby reaffirm and readopt all the terms and conditions of that Indemnification Agreement as if it was completely restated herein.
Indemnification Arrangement. In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable but in any event no later than thirty (30) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claim if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal Claim, had no reasonable cause to believe Indemnitee's conduct was unlawful. If so requested by Indemnitee, the Company shall advance (within ten (10) business days of such request) any and all Expenses to Indemnitee (an "Expense Advance").
Indemnification Arrangement. In 2001, in connection with the transfer of interests in our general partner, Vulcan Energy (as successor in interest to the owner of our former general partner) agreed to indemnify us for (i) any claims relating to securities laws or regulations in connection with the upstream or midstream businesses, based on acts or omissions, or alleged acts or omissions, occurring on or prior to June 8, 2001, or (ii) any claims relating to the operation of the upstream business, whenever arising. In addition, we agreed to indemnify Vulcan Energy for any claims relating to the operation of the midstream business, whenever arising.
Indemnification Arrangement. Capitalized terms used in subsection (a) are defined in subsections (b) and (c)
Indemnification Arrangement. (a) Indemnitors, jointly and severally, hereby irrevocably and unconditionally agree to indemnify and hold harmless Indemnitees, and each of them, to the fullest extent permitted by law, from and against any and all claims, losses, costs, liabilities, damages, demands and expenses, judgments, interest, fines, penalties, amounts paid in settlement, assessments, payments and/or other obligations of Indemnitees, or any of them, under or in respect of any of the Parent Guarantees, including without limitation attorneys’ fees and other costs, expenses and obligations paid or incurred in connection with investigating, defending or preparing to defend any such matter, from and after the date of this Agreement.
Indemnification Arrangement. The Company agrees to enter into a separate indemnification arrangement with Employee to provide indemnification against expenses (including reasonable fees and expenses of counsel) and liabilities (including judgments, fines, excise taxes, penalties and amounts paid in settlement), to the extent permitted by law, incurred by Employee in connection with actual or threatened litigation or in connection with any administrative agency claim, charge or complaint in which Employee is a party or potential party by reason of his employment with the Company. Such agreement to include the advancement of expenses, provided the Employee agrees to repay such expenses if, it is finally adjudicated that Employee is not entitled to such expenses.
Indemnification Arrangement. Indemnitee shall, as a condition precedent to Indemnitee’s right to be indemnified under this Agreement, give the Corporation notice in writing in accordance with section 18 of this Agreement as soon as practicable of any Claim made against Indemnitee for which indemnification will or could be sought under this Agreement, and Indemnitee shall give the Corporation such information and cooperation as it may reasonably require and as shall be within Indemnitee’s power. To the extent the Corporation maintains an insurance policy providing directors’ and officers’ liability insurance, the Indemnitee shall cooperate with the Corporation in accordance with such policy’s terms and guidelines to ensure to the greatest extent possible that Indemnitee’s indemnification falls under the coverage of such policy. Such cooperation shall include deferring and/or mitigating the incurring of Expenses to the greatest extent practicable until such time as the insurance company can be notified and have the opportunity to pay any Expenses on behalf of the Indemnitee in accordance with its policies. If the Indemnitee was, is, or becomes a party to, witness in, or other participant in or is threatened to be made a party to, witness in, or other participant in a Claim by reason of or arising in whole or in part out of an Indemnifiable Event, the Corporation will indemnify the Indemnitee to the fullest extent permitted by law against any and all Expenses, judgments, fines, excise and similar taxes (including any excise taxes imposed regarding an employee benefit plan), penalties, and amounts paid in settlement (including all interest, assessments, and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties, or amounts paid in settlement) of such Claim as soon as practicable but no later than thirty (30) days after written demand is presented to the Corporation. In addition, if requested by the Indemnitee and approved by the Corporation (which approval shall not be unreasonably withheld), the Corporation will advance any and all Expenses to the Indemnitee (an “Expense Advance”) within ten (10) Business Days of Indemnitee’s request, provided that such Expenses are not covered by a directors’ and officers’ insurance policy. The Indemnitee’s request for an Expense Advance must include the Indemnitee’s affirmation of his good-faith belief that he has met the standard of conduct necessary for indemnification under chapter 8 of the BOC. ...
