Rights to Indemnification. Subject to the limitations in Section 7, if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be, made a party to any Proceeding, the Company shall indemnify Indemnitee against all judgments, penalties, fines and amounts paid in settlement and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any such Proceeding unless it is established by clear and convincing evidence that (i) the act or omission of Indemnitee was material to the matter giving rise to the Proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty, (ii) Indemnitee actually received an improper personal benefit in money, property or services or (iii) in the case of any criminal Proceeding, Indemnitee had reasonable cause to believe that his or her conduct was unlawful.
Rights to Indemnification. Subject to the limitations set forth in Sections 11.3 and 11.4, Seller agrees to indemnify and hold harmless Buyer against any loss, liability, claim, damage or expense (including, but not limited to, reasonable attorneys' fees, accountants' fees and disbursements) arising from (a) any claim for brokerage or agent's or finder's commissions or compensation in respect of the transactions contemplated by this Agreement by any Person purporting to act on behalf of Seller, (b) any claim that Buyer is liable for the Excluded Liabilities and (c) Seller's failure or breach of any representation, warranty, covenant, agreement or obligation made or required to be performed by Seller under this Agreement (and specifically excluding any representation, warranty, covenant, agreement or obligation of TCI or the General Partner, as to which Seller shall have no obligations to Buyer). Subject to the limitations set forth in Sections 11.3 and 11.4, Buyer agrees to indemnify and hold harmless Seller against any loss, liability, claim, damage or expense (including, but not limited to, reasonable attorneys' fees, accountants' fees and disbursements) arising from (a) any claim for brokerage or agent's or finder's commissions or compensation in respect of the transactions contemplated by this Agreement by any Person purporting to act on behalf of Buyer, (b) the failure to perform the obligations of the Assumed Liabilities, (c) Buyer's failure or breach of any representation, warranty, covenant, agreement or obligation made or required to be performed by Buyer under this Agreement and (d) if Buyer has the right to terminate this Agreement pursuant to Section 7.5(a) and does not give notice to terminate this Agreement pursuant to Section 10.1 (c)(vii), then after the Closing any claim with respect to any environmental condition disclosed or any report prepared and delivered pursuant to Section 7.5.
Rights to Indemnification. (a) To the full extent permitted by law, the Corporation shall indemnify and hold harmless its Directors, officers, Stockholders, the Affiliates of its Stockholders and the Representatives of each of the foregoing (collectively, the “Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs and expenses (including amounts paid in satisfaction of judgments, compromises and settlements, as fines and penalties and legal or other costs and expenses of investigating or defending against any claim or alleged claim) of any nature whatsoever, known or unknown, liquidated or unliquidated, that are incurred by any Indemnitee and arise out of or in connection with the business of the Corporation or the performance by such Indemnitee of any of his or its responsibilities under Agreement, other than with respect to any actions or claims brought by or in the right of the Corporation or any of its subsidiaries. The rights created by this Exhibit C (but only with respect to actions, events and circumstances occurring during an Indemnitee’ s tenure as a Director or Stockholder or the tenure of the Director or Stockholder of which the Indemnitee is an Affiliate or Representative) shall continue as to an Indemnitee who (or the Director or Stockholder of which the Indemnitee is an Affiliate or Representative) has ceased to be a Director or Stockholder and shall inure to the benefit of such Indemnitee’ s heirs, executors, administrators, legal representatives, successors and assigns.
Rights to Indemnification. Any right to indemnification arising hereunder shall inure to the benefit of the heirs, executors or administrators of any such Member, officer, Director, Alternate, employee, or other agent and shall be in addition to all other rights to which such Member, officer, Director, Alternate, employee, or other agent may be entitled as a matter of law.
Rights to Indemnification. Each party shall defend the other party from any third party claims that any product, service, information, materials or other item provided by such party under this Agreement infringes any presently existing third party patent or copyright; and indemnify such party for any damages awarded in relation to such claim; provided that, however, a party shall have no defense or indemnity obligation under this Section 8.1 to the extent any such infringement results from: (a) the use of any software provided by the party seeking indemnification in combination, operation or use with software or hardware not provided by such indemnifying party; provided that, however, such exclusion shall not apply to the use by the Customer of the Hosted Services System in connection with the hardware and software identified on the applicable Exhibit hereto; (b) the use of any Hosted Services System in a modified state which was not authorized by the indemnifying party; or (c) use of a version of the software included in the Hosted Services System without having implemented all of the updates within a reasonable period after such updates were provided by the indemnifying party and the indemnifying party was advised that such update was intended to address an alleged infringement. Without limiting the foregoing indemnification obligations, if any product, service, information, material or other item of the indemnifying party is, or in the indemnifying party’s opinion is likely to be held to be, an infringing material, then the indemnifying party will, at its option: (a) procure the right to continue using it; (b) replace it with a non-infringing equivalent acceptable to the other; (c) modify it to make it non-infringing in a fashion acceptable to the other; or (d) if none of the foregoing can be accomplished in a commercially reasonable manner, cease using, and require the indemnified party to cease using such item, and if such cessation renders it impractical to continue the contractual relationship contemplated hereby, either party may also terminate this Agreement. The foregoing remedies constitute the indemnified party’s sole and exclusive remedies and the indemnifying party’s entire liability with respect to infringement.
Rights to Indemnification. Subject to Sections 7 and 10 hereof, the Company shall indemnify Indemnitee if Indemnitee is, or is threatened to be, made a party to or otherwise involved in any Proceeding, from and against any and all Judgments and Expenses incurred by Indemnitee in connection with such Proceeding and any Judgments resulting from such a Proceeding (including, without limitation, any tax also or otherwise payable by the Company or any Subsidiary for which Indemnitee becomes liable and which Indemnitee has paid and any tax payable by Indemnitee as a result of the receipt of indemnification pursuant to this Agreement); provided, however, that with respect to any Proceeding that is a Proceeding by or in the right of the Company to procure a Judgment in its favor, indemnification shall be provided for any claim, issue or matter as to which Indemnitee has been adjudged to be liable to the Company only to the extent that a court of competent jurisdiction shall ultimately determine in a final Judgment, not subject to appeal, that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. For the avoidance of doubt, Expenses incurred by Indemnitee in connection with Indemnitee or any Person associated with Indemnitee soliciting proxies with respect to the election of a director of the Company or any other matter submitted for a vote of the stockholders of the Company shall not be considered Expenses subject to indemnification or advancement pursuant to this Agreement (except to the extent such Expenses are incurred at the Company’s request); provided, however, that (i) Expenses incurred by Indemnitee in connection with a Proceeding to which Indemnitee is made a party or otherwise involved or threatened to be made a party or otherwise involved and that arises out of or relates to any such proxy solicitation shall be Expenses subject to indemnification and advancement pursuant to this Agreement except as otherwise provided by Sections 7 or 10 hereof and (ii) nothing in this sentence is intended to limit the Company’s expenditure of funds in connection with the solicitation of proxies on behalf of the Board or the reimbursement by the Company as permitted by law of costs or Expenses in connection with any other solicitation of proxies that is determined to have been for the benefit of the Company.
Rights to Indemnification. The Corporation shall indemnify Indemnitee and Indemnitee's executors, administrators or assigns, to the fullest extent permitted by Delaware law in effect on the date hereof and as amended from time to time, if Indemnitee is or was a party or is threatened to be made a party to (or is or was a witness or other participant in) any Proceeding by reason of the fact that Indemnitee served as a Director of the Corporation or any Affiliate thereof or because of any actual or alleged breach of duty, neglect, error, misstatement, misleading statement, omission or other act done or not done, or suffered or wrongfully attempted by Indemnitee in Indemnitee's capacity as a Director of the Corporation or any Affiliate thereof. The payments that the Corporation will be obligated to make hereunder shall include (without limitation) damages, judgments, settlements, fines, penalties and Expenses, actually and reasonably incurred by Indemnitee in connection with such Proceeding 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 Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful; provided, however, that the Corporation shall not be obligated to pay fines or other obligations or fees imposed by law or otherwise that it is prohibited by applicable law from paying as indemnity or for any other reason.
Rights to Indemnification. Notwithstanding anything to the contrary herein, following the Termination Date, the Executive shall continue to enjoy rights of indemnification from the Company against third-party claims consistent with the indemnification protections available from time to time to active officers and directors of the Company as if he continued to be an active officer of the Company, and as set forth in Sections 6.3 and 20 of the Employment Agreement. For the avoidance of doubt and without limiting any other exclusions from such policy, such rights to indemnification shall not protect the Executive against damages or losses incurred by him in connection with any claims arising from his acts of gross negligence, willful misconduct, fraud, or concealment.
Rights to Indemnification. The indemnification and advancement of expenses provided by or granted pursuant to this Article shall continue as to a person who has ceased to be a Director, Officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of that person.
Rights to Indemnification. Any amendment or modification of these Bylaws that has the effect of limiting a person's rights to indemnification with respect to any act or failure to act occurring prior to the date of adoption of such amendment or modification shall not be effective as to that person unless he consents in writing to be bound by the amendment or modification. The indemnification and advancement of expenses provided by or granted pursuant to these Bylaws shall inure to the benefit of the heirs, executors and administrators of such person.