Third Party Actions Sample Clauses

Third Party Actions. If Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was an Agent of the Company, or by reason of anything done or not done by Indemnitee in any such capacity, the Company shall indemnify Indemnitee against all Expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceeding, provided Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or Proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Company) by reason of the fact that he is or was an agent of the Company, or by reason of anything done or not done by him in any such capacity, the Company shall indemnify the Indemnitee against any and all expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such proceeding, provided the Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and its stockholders, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Third Party Actions. For purposes of this Agreement, the “applicable indemnifying Persons” shall, as appropriate, refer to the Escrow Account, acting by and through the Representative, the Subject Parties of Interest, acting by and through the Representatives, or the applicable Company Shareholder, acting individually and on such Person’s own behalf. In the event any Action (other than a Tax Proceeding) is instituted against a Parent Indemnified Party which involves or appears reasonably likely to involve a Parent Claim for which indemnification may be sought (a “Third Party Claim”), Parent will, promptly after receipt of notice of any such Action, notify the Representative or the applicable Company Shareholder, as the case may be, of the commencement thereof. The failure to so notify the Representative or applicable Company Shareholder, as the case may be, of the commencement of any such Action or the failure to so notify in a timely manner will not relieve the applicable indemnifying Persons from liability in connection therewith, except to the extent such applicable indemnifying Persons shall have been prejudiced by such failure. In the event of any Third Party Claim, the applicable indemnifying Persons (at their expense) shall have the right and shall be given the opportunity to assume and control the defense of such Action with counsel of their choice reasonably satisfactory to the applicable Parent Indemnified Party; provided that such Parent Indemnified Party and its counsel (at such Parent Indemnified Party’s expense) may participate in (but not control the conduct of) all matters pertaining to the defense or settlement of such Action; provided, further that the applicable indemnifying Persons shall pay the reasonable fees and expenses of such separate counsel retained by the Parent Indemnified Party if such Parent Indemnified Party has been advised by counsel that representation of both the Parent Indemnified Party and such indemnifying Persons by the same counsel would create a conflict of interest in the defense of such claim; and provided, further that the applicable indemnifying Persons shall not have such right or opportunity to assume and control the defense of any such Action and shall pay the reasonable fees and expenses of counsel retained by the Parent Indemnified Party in the event and to the extent that (w) such Action relates to, or arises in connection with, any criminal proceeding, action, indictment, allegation or investigation or any regulatory enforc...

Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of the fact that the Indemnitee is or was an Agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, the Company shall indemnify the Indemnitee against all Expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceeding, provided the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or Proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Third Party Actions. (A) If an Indemnitee receives notice of any matter or any threatened matter that may give rise to an indemnification claim against the Indemnitor (the “Third Party Claim”), then the Indemnitee shall promptly deliver to the Indemnitor a written notice describing, to the extent practicable, such matter in reasonable detail. The failure to make prompt delivery of such written notice (so long as a notice pursuant to this Section ‎10.3(c)(ii)(A) that includes any written notice of the third party claimant is given before the expiration of the applicable period set forth in Section ‎10.1) shall not relieve the Indemnitor from any liability under this Section ‎10.3 with respect to such matter, except to the extent the Indemnitor is actually materially prejudiced by failure to give such notice. The Indemnitee shall deliver to the Indemnitor copies of all other notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. The Indemnitor, by notice to the Indemnitee within ten (10) days of the receipt of notice of such Third Party Claim, shall have the right, at its option and expense, to assume the defense of any such matter with its own counsel, provided that the Indemnitor shall allow the Indemnitee a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense. (B) If the Indemnitor elects to assume the defense of and indemnification for any such matter, then: (1) notwithstanding anything to the contrary contained in this Agreement, the Indemnitor shall not be required to pay or otherwise indemnify the Indemnitee against any attorneys’ fees or other expenses incurred on behalf of the Indemnitee in connection with such matter following the Indemnitor’s election to assume the defense of such matter, unless the Indemnitor fails to defend diligently the action or proceeding within ten (10) days after receiving notice of such failure from the Indemnitee; (2) each party shall reasonably cooperate, and cause its Affiliates to reasonably cooperate, in the defense or prosecution of any Third Party Claim, and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith; and (3) the Indemnitor shall not, without the written consent of the Indemnitee, which shall not be unreasonably withheld, conditioned or delayed...

Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Company) by reason of the fact that he or she is or was an agent of the Company, or by reason of anything done or not done by him or her in any such capacity, against any and all expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) actually and reasonably incurred by him or her in connection with the investigation, defense, settlement or appeal of such proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; and

Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding (except an action by or in the right of the Company) by reason of the fact that the Indemnitee is or was an agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, against any and all expenses and liabilities of any type whatsoever incurred by the Indemnitee in connection with such proceeding if (a) the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful, or (b) the Indemnitee, if a director or an officer of the Company, did not act or fail to act in a manner that constituted a breach of the Indemnitee’s fiduciary duties as a director or an officer or such Indemnitee’s breach of those duties did not involve intentional misconduct, fraud, or a knowing violation of law; and

Third Party Actions. If Indemnitee was or is a party, or is threatened to be made a party, to any Proceeding (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was or is claimed to be an Agent of the Company, or by reason of anything done or not done by Indemnitee in any such capacity, or by reason of the fact that Indemnitee personally guaranteed any obligation of the Company at any time, against any and all Expenses and liabilities or any type whatsoever (including, but not limited to, legal fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of 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 Company, or, with respect to any criminal action or Proceeding, had no reasonable cause to believe such persons conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful.

Third Party Actions. The Company shall and hereby does indemnify any person who was or is a party or threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of such person’s being or having been the Manager or an officer of the Company against expenses, judgments, fines, settlements and other amounts reasonably and actually incurred in, or in connection with, such Proceeding. The Company shall also have the power and authority to indemnify any person by reason of such person’s having been an Agent (other than the Manager or an officer) of the Company against all such amounts, such power to be exercised in accordance with Section 5.5(e). But in all events the Company shall indemnify such person (and shall authorize indemnification of such person) only if such AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT person, in such person’s capacity as an Agent, acted in good faith and in a manner such person reasonably believed to be in the best interests of the Company and all Members and, in the case of a criminal Proceeding, such person also had no reasonable cause to believe that such person’s conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon plea of nolo contendere shall not, of itself, create a presumption that such person did not act in good faith or in a manner which such person reasonably believed to be in the best interests of the Company and all Members or that such person had reasonable cause to believe such person’s conduct was unlawful.