Indemnification of Certain Persons. Subject to the provisions of the By-Laws, the Trust or the appropriate Series out of its assets shall indemnify and hold harmless each and every person who is, or has been, a Trustee and may indemnify and hold harmless each and every person who is, or has been, an officer of the Trust to the fullest extent permitted by law from and against any and all claims, demands, costs, losses, expenses, and damages whatsoever arising out of or related to such Trustee’s performance of his or her duties as a Trustee or officer of the Trust; provided that nothing herein contained shall indemnify, hold harmless or protect any Trustee or officer from or against any liability to the Trust or any Shareholder to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
Indemnification of Certain Persons. 19 Section 9.3.
Indemnification of Certain Persons. (a) Subject to paragraph (c) of this Section 4.6, the Partnership 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 Partnership) by reason of the fact that he was a member of the Partnership Committee (as defined in the Restated Agreement) or is or was an officer of the Partnership, or is or was serving at the request of the Partnership as a director, partner or officer of Another Enterprise (as defined in paragraph (c) of this Section 4.6), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the Partnership, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
Indemnification of Certain Persons. (a) Indemnification at the Discretion of the Partnership. The Partnership shall indemnify any Person who was, is, or is threatened to be, made a named defendant or respondent in a proceeding because the Person is or was a partner, officer, employee, or agent of the Partnership or serving at the request of the Partnership as a manager, officer, employee, or agent of any other entity, as follows:
Indemnification of Certain Persons. For a period of six (6) years following the Closing Date and excluding claims or actions of Purchaser Indemnified Parties arising in connection with this Agreement or the Transactions, in the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including any such claim, action, suit, proceeding or investigation by or in the right of any Acquired Company, in which any of the present or former officers or directors of any Acquired Company (collectively, the “Company Indemnified Persons”) is, or is threatened to be, made a party by reason of the fact that he or she is or was, prior to the Closing Date, a director, officer, employee or agent of any Acquired Company or of another corporation, partnership, joint venture, trust or other enterprise at the request of any Acquired Company, whether such claim arises before or after the Closing Date, the Purchaser Parties shall cause the applicable Acquired Company to indemnify and hold harmless, at least to the same extent and on terms and conditions no less favorable than those provided for in the Organizational Document or Operating Document of the applicable Acquired Company in effect immediately prior to the Closing or pursuant to any other respective governing documents or indemnification agreements in effect on the date hereof, each such Company Indemnified Person against any Losses in connection with any such claim, action, suit, proceeding or investigation. The Purchaser Parties shall cause the Acquired Companies to keep in effect, in their respective Organizational Documents and Operating Documents, a provision that provides for indemnification of the Company Indemnified Persons to the extent required under this Section 6.9(a).
Indemnification of Certain Persons. (a) All rights to indemnification by the Acquired Company existing in favor of those Persons (the “Indemnified Persons”) for their acts and omissions occurring prior to the Closing, as provided in the Acquired Company’s constitution (as in effect as of the date of this Agreement), shall survive the Sale and shall not be amended, repealed or otherwise modified, and shall be observed by the Acquired Company (and Buyer shall cause the Acquired Company to so observe) to the fullest extent available under applicable Laws, and any claim made requesting indemnification pursuant to such indemnification rights shall continue to be subject to this Section 5.2 (Indemnification of 31. [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both not material and the type of information that the registrant customarily and actually treats as private and confidential. Certain Persons) and the indemnification rights provided under this Section 5.2 (Indemnification of Certain Persons) until disposition of such claim.
Indemnification of Certain Persons. For a period of six (6) years following the Closing Date, in the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including any such claim, action, suit, proceeding or investigation by or in the right of the Company, in which any of the present or former officers or directors of the Company (collectively, the “Company Indemnified Persons”) is, or is threatened to be, made a party by reason of the fact that he or she is or was, prior to the Closing Date, a director, officer, employee or agent of the Company or of another corporation, partnership, joint venture, trust or other enterprise at the request of the Company, whether such claim arises before or after the Closing Date, Purchaser shall cause the Company to indemnify and hold harmless, at least to the same extent and on terms and conditions no less favorable than those provided for in the Organizational Document or Operating Document of the Company in effect immediately prior to the Closing, each such Company Indemnified Person against any Losses in connection with any such claim, action, suit, proceeding or investigation. Purchaser shall cause the Company to keep in effect, in its Organizational Documents and Operating Documents, a provision that provides for indemnification of the Company Indemnified Persons to the extent required under this Section 5.8(a).
Indemnification of Certain Persons. Enter into any Contract or commitment to indemnify any director, manager, member, officer or employee;
Indemnification of Certain Persons. After the Stock Purchase Closing, Purchaser shall indemnify, defend and hold harmless the Indemnified Persons against any and all losses, claims, damages, liabilities, costs, expenses, judgments and amounts paid in settlement with the approval of Purchaser (which approval shall not be unreasonably withheld) in connection with any actual or threatened claim, action, suit, proceeding or investigation arising out of or pertaining to any action or omission occurring subsequent to the Stock Purchase Closing (including any which arise out of or relate to the transactions contemplated by this Agreement), to the full extent the Company would be permitted under Pennsylvania Law to indemnify such Indemnified Persons as the Company's own directors and officers. In addition, Purchaser shall pay expenses incurred by an Indemnified Person in advance of the final disposition of any such action or proceeding upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if it shall ultimately be determined that he, she or it is not entitled to be indemnified. Without limiting the foregoing, if any claim, action, suit, proceeding or investigation is brought against any Indemnified Person, Surviving Corporation shall be entitled to assume the defense of any such action or proceeding. Upon assumption by Surviving Corporation of the defense of any such action or proceeding, the Indemnified Person shall have the right to participate in such action or proceeding and to retain the Indemnified Person's own counsel, but neither Surviving Corporation nor Purchaser shall be liable for any legal fees or expenses subsequently incurred by the Indemnified Person in connection with the defense thereof unless (i) Surviving Corporation has agreed to pay such fees and expenses, (ii) the Indemnified Person shall have been advised by counsel that representation of the Indemnified Person by counsel provided by Purchaser is not possible due to conflicts of interest between Purchaser, Surviving Corporation and the Indemnified Person, or (iii) Surviving Corporation shall have failed in a timely manner to assume the defense of the matter; provided, however, that neither Surviving Corporation nor Purchaser shall, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys at any time for all...
Indemnification of Certain Persons
