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 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 or any document, certificate or agreement delivered pursuant to this Agreement. 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 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 or (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 or any document, certificate or agreement delivered pursuant to this Agreement.
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. For six years after the Effective Time, the Surviving Corporation (or any successor to the Surviving Corporation) shall indemnify, defend and hold harmless the present and former officers, directors, employees and agents of the Company and its subsidiaries (each an "Indemnified Party") against all losses, claims, damages, liabilities, fees, costs and expenses (including reasonable fees and disbursements of counsel in advance of disposition of judgments, fines, losses, claims, liabilities and amounts paid in settlement (provided that any such settlement is effected with the written consent of Parent or the Surviving Corporation, which consent will not be unreasonably withheld or delayed)) based in whole or in part on the fact that such person is or was such a director, officer, employee or agent and arising out of actions or omissions occurring at or prior to the Effective Time (including, without limitation, matters arising out of or pertaining to the Transactions) to the full extent provided under the terms of the Company's Certificate of Incorporation, Bylaws and indemnification agreements, all as in effect at the date hereof, including provisions relating to advancement of expenses incurred in the defense of any action or suit, and subject to applicable law; provided, that, in the event any claim or claims are asserted or made within such six year period, all rights to indemnification or advancement of expenses in respect of such claim or claims shall continue until disposition of any and all such claims; provided, further, that any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under Delaware law, the Company's Certificate of Incorporation or Bylaws or such agreements, as the case may be, shall be made by independent counsel mutually acceptable to Parent and the Indemnified Party; and provided, further, that nothing herein shall impair any existing rights or obligations of any present or former directors or officers of the Company. In the event of any threatened or actual claim, suit, proceeding or investigation as to which an Indemnified Party is entitled to indemnification or advancement of expenses hereunder (whether asserted before, at or after the Effective Time), the Indemnified Party may retain counsel reasonably satisfactory to it after consultation with Parent, but in no event shall the Surviving Corporation be required to reimburse the costs of such counsel hereun...
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 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. F&H LLC’s certificate of formation and operating agreement (at the time of the F&H LLC Merger) shall contain the same provisions relating to indemnification and exculpation of managers and officers of F&H LLC (and, with respect to the period prior to the F&H LLC Merger, directors and officers of the Company) as currently contained in the articles of incorporation and bylaws of the Company (with respect to officers and directors of the Company) for acts and omissions on or prior to the Closing Date. The Purchaser shall not amend, alter, modify, or terminate any provisions in F&H LLC’s certificate of formation or operating agreement or other equivalent governing documents in a manner which would remove, limit or impair such provisions providing for such indemnification and exculpation. The Purchaser shall cause F&H LLC to maintain insurance coverage under a director and officers liability insurance policy for a period of not less than six (6) years from the date hereof (in amounts no less favorable than those of such policy in effect on the date hereof and sufficient in scope to insure against F&H LLC’s obligations in its certificate of formation and operating agreement, including coverage for the period up to and including Closing Date). In lieu of the foregoing, the Purchaser may purchase six-year “tail” coverage covering acts or omissions prior to the Closing on terms no less favorable than those contained in the existing policy. This Section 5.10 is intended for the irrevocable benefit of, and to grant third party rights to, the directors and officers of the Company (and the managers and officers of F&H LLC) existing on or at anytime prior to the Closing (and their respective heirs and personal representatives), and shall be binding upon all successors and assigns of the Purchaser, F&H LLC and the Company. The directors and officers of the Company (and the managers and officers of F&H LLC) as of immediately prior to Closing shall be entitled to enforce the covenants contained in this Section 5.10. In the event that F&H LLC (or any of its successors or assigns) shall consolidate or merge with any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger, or transfers all or substantially all of its properties and Assets to any other Person, then in each case proper provision shall be made so that the continuing or surviving corporation or entity (or its successors or assigns, if applicable), or transfe...
Rights to Indemnification. Each Party shall at all times during the Initial Term, all renewal terms and thereafter (the “Indemnifying Party”) defend, indemnify and hold the other Party and its officers, directors, agents and employees (the “Indemnified Party”) harmless from all losses (including claims for injuries to employees of either Party), expenses, attorneys’ fees, damages, claims and judgments resulting from (i) the Indemnifying Party’s breach of the terms of this Agreement; (ii) the negligent acts or omissions or wrongful acts of the Indemnifying Party, its agents or employees; or (iii) any misrepresentation or breach of any representation or warranty made herein by the Indemnifying Party. In no event shall an Indemnifying Party be liable for loss of profit or any other incidental or consequential damages of the other Indemnified Party