Indemnification; Insurance Sample Clauses
The Indemnification; Insurance clause requires one or both parties to compensate the other for certain losses, damages, or liabilities that may arise during the course of their agreement, and to maintain adequate insurance coverage to support this obligation. Typically, this clause specifies the types of claims covered, such as third-party lawsuits or property damage, and outlines the minimum insurance limits and types of policies required, like general liability or professional liability insurance. Its core function is to allocate risk between the parties and ensure that financial resources are available to address potential claims, thereby protecting both sides from unforeseen costs and liabilities.
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Indemnification; Insurance. (a) From and after the Effective Time, the Bidder will indemnify and hold harmless each present and former director and officer of the Company and its Subsidiaries (the "Indemnified Parties"), against any costs or expenses (including attorneys' fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, by reason of the fact that such individual is or was a director, officer, employee or agent of the Company or any of its Subsidiaries, or is or was serving at the request of the Company or any of its Subsidiaries as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable law, and the Bidder shall also advance fees and expenses (including attorneys fees) as incurred to the fullest extent permitted under applicable law; provided, that to the extent the Company or any of its Subsidiaries and any Indemnified Party are parties to an existing indemnification agreement, the indemnification provided for pursuant to this Section 4.13(a) shall be provided by the Bidder in accordance with the procedures prescribed in such indemnification agreement.
(b) For six years from the Effective Time, the Bidder shall maintain in effect the Company's and its Subsidiaries' current directors' and officers' liability insurance policies (the "Company Policies") covering those Persons who are currently covered by the Company Policies; provided, however, that in no event shall the Bidder be required to expend in any one year an amount in excess of 150% of the annual premiums currently paid by the Company or its Subsidiaries for such insurance, and provided further, that if the annual premiums of such insurance coverage exceeds such amount, the Bidder shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount; and provided further that the Bidder may meet its obligations under this paragraph by covering the above Persons under the Bidder's insurance policy or policies on the terms described above.
Indemnification; Insurance. (a) The Local Church shall defend, indemnify, and hold the Annual Conference (including its officers, directors, trustees, agents, employees, members and the like) harmless against any and all investigations, actions, claims, demands, lawsuits, loss, costs, damages, judgments, liabilities, settlement or expenses incurred, claimed, obtained, or sustained, including without limitation attorneys’ fees and costs, of any nature whatsoever, whether in law or in equity, including without limitation claims relating to or allegedly relating to employment matters, personal injuries, the Real Property, the Personal Property, contracts, agreements, loans, Subsidiary operations or claims related thereto, or relating to the transactions contemplated in this Disaffiliation Agreement, including the disaffiliation of the Local Church. Annual Conference reserves the right to select counsel to defend and/or bring any such claims. Notwithstanding the Annual Conference’s right to the choice of counsel, Local Church shall solely be responsible for any and all attorneys’ fees, costs, and expenses relating to any and all such actions. The Annual Conference shall promptly notify the Local Church of any claims hereunder, and the Annual Conference shall have the sole right to control and direct all litigation and settle any and all claims hereunder.
(b) For a period of three (3) years after the Disaffiliation Date, Local Church shall procure and maintain a standard commercial liability insurance policy including errors and omissions, sexual misconduct, and employment practices liability coverages with limits of liability not less than $1,000,000 which lists the Annual Conference, its directors, officers, trustees, agents and employees as additional insureds with coverage to the same extent and on the same basis as Local Church. Such coverage shall contain a provision that requires a carrier to provide the Annual Conference with a thirty (30) days written notice prior to events of termination, cancellation or amendment.
Indemnification; Insurance. The Executive shall be entitled to liability and expense indemnification and reimbursement to the fullest extent permitted by the Company’s current By-laws and Certificate of Incorporation, whether or not the same are subsequently amended. During the Term, the Company will use commercially reasonable efforts to maintain in effect directors’ and officers’ liability insurance no less favorable to Executive than that in effect as of the date of this Agreement.
Indemnification; Insurance. In addition to and in no way limiting the provisions set forth in Section 10 above, the City shall be afforded all of the insurance coverage and indemnifications afforded to Mesa to the extent provided under the Mesa Contract, and such insurance coverage and indemnifications shall inure and apply with equal effect to the City under this Agreement including, but not limited to, the Vendor’s obligation to provide the indemnification and insurance. In any event, the Vendor shall indemnify, defend and hold harmless the City and each council member, officer, employee or agent thereof (the City and any such person being herein called an “Indemnified Party”), for, from and against any and all losses, claims, damages, liabilities, costs and expenses (including, but not limited to, reasonable attorneys’ fees, court costs and the costs of appellate proceedings) to which any such Indemnified Party may become subject, under any theory of liability whatsoever (“Claims”), insofar as such Claims (or actions in respect thereof) relate to, arise out of, or are caused by or based upon the negligent acts, intentional misconduct, errors, mistakes or omissions, in connection with the work or services of the Vendor, its officers, employees, agents, or any tier of subcontractor in the performance of this Agreement.
Indemnification; Insurance. The Executive shall at all times be indemnified and eligible for advancement of expenses on the same basis as is provided for the Company’s other executive officers and in accordance with the provisions of the Company’s charter and by-laws then in effect. The Executive shall also be covered under all of the Company’s policies of liability insurance maintained for the benefit of its directors and officers on the same basis as is provided for its other executive officers.
Indemnification; Insurance a. The Contractor shall indemnify, defend and hold harmless the State and its officers, representatives, agents, servants, employees, successors and assigns from and against any and all (1) Claims arising, directly or indirectly, in connection with the Contract, including the acts of commission or omission (collectively, the "Acts") of the Contractor or Contractor Parties; and (2) liabilities, damages, losses, costs and expenses, including but not limited to, attorneys' and other professionals' fees, arising, directly or indirectly, in connection with Claims, Acts or the Contract. The Contractor shall use counsel reasonably acceptable to the State in carrying out its obligations under this section. The Contractor’s obligations under this section to indemnify, defend and hold harmless against Claims includes Claims concerning confidentiality of any part of or all of the Contractor’s bid, proposal or any Records, any intellectual property rights, other proprietary rights of any person or entity, copyrighted or uncopyrighted compositions, secret processes, patented or unpatented inventions, articles or appliances furnished or used in the Performance.
b. The Contractor shall not be responsible for indemnifying or holding the State harmless from any liability arising due to the negligence of the State or any third party acting under the direct control or supervision of the State.
c. The Contractor shall reimburse the State for any and all damages to the real or personal property of the State caused by the Acts of the Contractor or any Contractor Parties. The State shall give the Contractor reasonable notice of any such Claims.
d. The Contractor’s duties under this section shall remain fully in effect and binding in accordance with the terms and conditions of the Contract, without being lessened or compromised in any way, even where the Contractor is alleged or is found to have merely contributed in part to the Acts giving rise to the Claims and/or where the State is alleged or is found to have contributed to the Acts giving rise to the Claims.
Indemnification; Insurance. (a) The provisions with respect to indemnification, advancement of expenses and exculpation contained in the Parent Certificate of Incorporation and Parent Bylaws shall not be amended, repealed or otherwise modified for a period of six (6) years after the Effective Time in any manner that would adversely affect the rights thereunder of the persons who at any time prior to the Effective Time were entitled to indemnification, advancement of expenses or exculpation under the CPT Certificate of Incorporation, the CPT Bylaws, the Inuvo Articles of Incorporation, or the Inuvo Bylaws (or the applicable organizational documents of CPT’s and Inuvo’s Subsidiaries) in respect of actions or omissions occurring at or prior to the Effective Time, unless otherwise required by applicable Law (and provided that all rights of indemnification, advancement of expenses and exculpation in respect of any claim asserted or made within such six-year period shall continue until the final disposition of such claim).
(b) From and after the Effective Time and until the expiration of any applicable statutes of limitation of the underlying claim to which the indemnification relates, Parent shall indemnify, defend and hold harmless the present and former officers directors of CPT, Inuvo and their respective Subsidiaries (collectively, together with their respective heirs, executors and administrators, the “Indemnified Directors and Officers”) against all losses, claims, damages, expenses (including reasonable attorneys’ fees and including any attorneys’ fees or other fees incurred to enforce the provisions of this Section 6.11(b), Liabilities or amounts that are paid in settlement of, or otherwise, in connection with any claim, action, suit, Proceeding or investigation, whether civil, criminal, administrative or investigative and including all appeals thereof to which any Indemnified Directors and Officers is or may become a party to by virtue of his or her service as a present or former director or officer of CPT, Inuvo or any of their respective Subsidiaries, and arising out of actual or alleged events, actions or omissions occurring or alleged to have occurred at or prior to the Effective Time, in each case to the fullest extent permitted by applicable Law.
(c) Each of Parent, CPT and Inuvo agrees, that all rights to indemnification, exculpation and advancement of expenses now existing in favor of any Indemnified Directors and Officers or any current or former employee of CPT, Inuvo o...
Indemnification; Insurance. (a) For a period of three years from the Effective Time, the Surviving Corporation, shall maintain in its Bylaws the provisions with respect to indemnification set forth in the Company's Bylaws as in effect on the date hereof, which provisions shall not be amended, repealed or otherwise modified for such a period in any manner that would adversely affect the rights thereunder of persons who at the Effective Time were directors, officers, employees or agents of the Company (such persons being third-party beneficiaries of this Section 7.07) with respect to actions and omissions occurring prior to the Effective Time, unless such modification is required by law.
(b) For a period of three years from the Effective Time, the Surviving Corporation shall use its commercially reasonable efforts to maintain in effect directors' and officers' liability insurance covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy with respect to actions and omissions occurring prior to the Effective Time on terms no less favorable than the terms of such current insurance coverage. The Surviving Corporation may provide such coverage through ProAssurance's directors and officers' liability insurance policy, provided such policy provides substantially the same coverage as the terms of the Company's current insurance coverage. Notwithstanding the foregoing, if the directors' and officers' liability insurance referred to in this Section 7.07(b) is unavailable for the Maximum D&O Premium (as defined below), the Surviving Corporation shall obtain as much insurance as can be obtained for a premium not in excess (on an annualized basis) of the Maximum D&O Premium. The Company will give to any director and officer covered by this Section 7.07, 30 days prior written notice of any reduction on coverage or cancellation of the directors' and officers' liability insurance referred to in this Section 7.07(b). For purposes of this Section 7.07(b), the "Maximum D&O Premium" shall be an amount not greater than 150% of the premium paid by the Company (on an annualized basis) for directors' and officers' liability insurance during the period from May 24, 2002 to the Effective Time.
Indemnification; Insurance. 14.1 Each Party (the "Indemnifying Party") shall indemnify, hold harmless and defend any other Party (the "Indemnified Party") against any and all Third Party claims resulting from the Indemnifying Party's breach of a representation, warranty or any obligations under this Agreement.
14.2 All claims for indemnification shall be asserted and resolved as follows:
(a) upon receipt or notification of any claim for which an Indemnifying Party would be liable to an Indemnified Party hereunder, the Indemnified Party shall with reasonable promptness notify the Indemnifying Party of such claim, including a copy of the claim made if the claim was made in writing, specifying the nature of such claim and relevant facts known to the Indemnified Party (the "Claim Notice").
(b) the Indemnifying Party shall have the sole right to defend, control and manage by appropriate proceedings with counsel of the Indemnifying Party's choice, or settle or otherwise resolve such claim.
(c) if the Indemnified Party desires to hire additional counsel of its choice, the Indemnified Party may do so at the Indemnified Party's sole cost and expense. Upon a determination of an Indemnifying Party's liability under this Section, that Indemnifying Party shall reimburse the Indemnified Party for all indemnifiable costs and expenses incurred by the Indemnified Party.
14.3 The Indemnified Party's failure to give reasonably prompt notice to the Indemnifying Party of any actual, threatened or possible claim or demand which may give rise to a right of indemnification hereunder shall not relieve the Indemnifying Party of any liability which the Indemnifying Party may have to the Indemnified Party unless the failure to give such notice materially and adversely prejudiced the Indemnifying Party.
14.4 Each Party represents and warrants that it is covered and will continue to be covered by a comprehensive general liability insurance program that covers all of such Party's activities and obligations hereunder, including adequate products liability coverage in accordance with industry standards. Each Party shall provide the other with written notice at least 15 days prior to any cancellation or material change in such insurance program.
Indemnification; Insurance. The Company shall defend and indemnify the Executive and hold the Executive harmless against any and all third-party claims, losses, damages, expenses, judgments, fines or settlements, including without limitation attorneys’ fees and expenses of litigation (collectively, “Losses”) suffered or incurred by the Executive that directly or indirectly are based upon, arise out of or are in connection with any actual or alleged acts or omissions by the Executive and/or the Company (or its affiliates, employees, officers, directors or agents) in connection with this Agreement, the Executive’s relationship with the Company or its affiliates, the Executive’s services or obligations under this Agreement, or the fact that the Executive is an employee of the Company, to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may hereafter from time to time permit. The foregoing obligations of the Company shall not apply (a) to acts or omissions by the Executive that (i) were not acted in good faith, (ii) the Executive knew or should have known were not in the best interests of the Company, (iii) with respect to any criminal action or proceeding, the Executive had no reasonable cause to believe the Executive’s conduct was lawful, or (iv) were effected without consultation with or under direction of the Company and create a conflict between the Executive’s interests and the interests of the Company ; and (b) to disputes between the Executive and the Company. Upon the receipt by the Company of written notice from the Executive of any indemnified Losses, the Company shall have the obligation to employ counsel of its reasonable choosing to defend the Executive’s interests in any threatened, pending, or completed action or proceeding. While the Executive also shall have the right to employ separate personal counsel, the expenses of such counsel incurred after written notice from the Company of its assumption of the defense of the action or proceeding shall be at the expense of and paid by the Executive unless (1) the Company shall not in fact have employed reasonable counsel to assume the defense within twenty (20) days of receipt of the notice of Losses for which the Executive is entitled to receive indemnification under this Section 4 or (2) the Executive shall have reasonably concluded that there may be a conflict of interest if the Company were to assume the defense of the action or proceeding (excluding an...