Indemnification – General Provisions Clause Samples
Indemnification – General Provisions. The rights to indemnification provided by Section 2(a) to the Officer shall include, but shall not be limited to, the rights provided to the Officer by this Section 2(b) and the other Sections of this Agreement. Without diminishing in any way the scope of indemnification rights provided to the Officer by Section 2(a), the Company agrees that it shall indemnify the Officer and hold the Officer harmless from and against all Judgments and all Expenses incurred by the Officer in connection with any Proceeding by reason of or relating to his Corporate Status, provided the Officer has met the standard of conduct (the “Applicable Standard of Conduct”) set forth in the following sentence. The Applicable Standard of Conduct shall mean that there is not a Judgment or other final adjudication adverse to the Officer which has established that: (i) his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated; or (ii) he personally gained in fact a financial profit or other advantage to which he was not legally entitled.
Indemnification – General Provisions. Subcontractor shall indemnify, defend, and hold harmless Contractor and the Owner from and against any and all suits, actions, legal, or administrative proceedings, claims, demands, damages, liabilities, interest, attorneys' fees, costs, expenses, and losses of any kind or nature in connection with, arising from or incidental to the performance of this Subcontract, including any breach of any duty, obligation, or representation, whether arising before or after completion of the Services and in any manner directly or indirectly caused, occasioned, or contributed, in whole or in part, or claimed to be caused, occasioned, or contributed, in whole or in part, by reason of any act, omission, fault, or negligence of Subcontractor, its lower tier subcontractors, or anyone acting under its direction or control or on its behalf.