Extent of Indemnification. Without limiting the scope of the indemnification, disclaimer, release and assumption obligations set forth in this Agreement, to the fullest extent permitted by Law, an indemnified Person shall be entitled to indemnification hereunder in accordance with the terms hereof, regardless of whether the Claim or indemnifiable loss giving rise to any such Indemnity Obligation is the result of the sole, partial, active, passive, concurrent or comparative negligence, gross negligence, strict liability, other legal fault or responsibility, or violation of any Law of or by any such indemnified Person.
Extent of Indemnification. If Director is entitled to indemnification pursuant to this Agreement, the Company shall indemnify Director against all judgments, penalties, fines, settlements and reasonable expenses incurred by Director, including without limitation all applicable taxes, in connection with the proceeding. However, if the Director is found liable to the Company, the indemnification (1) shall be limited to reasonable expenses actually incurred by Director in connection with the proceeding, and (2) shall not be made in respect of any proceeding in which Director shall have been found liable for willful or intentional misconduct in the performance of Director’s duty to the Company. The reasonableness of the Director’s expenses contemplated in this Section 5.2 shall be determined in the same manner that the determination of indemnification is made under Section 5.3.
Extent of Indemnification. WITHOUT LIMITING OR ENLARGING THE SCOPE OF THE INDEMNIFICATION, DEFENSE AND ASSUMPTION PROVISIONS SET FORTH IN THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW, AN INDEMNIFIED PERSON SHALL BE ENTITLED TO INDEMNIFICATION HEREUNDER IN ACCORDANCE WITH THE TERMS OF SECTIONS 10.2 OR 10.3, REGARDLESS OF WHETHER THE ACT, OCCURRENCE OR CIRCUMSTANCE GIVING RISE TO ANY SUCH INDEMNIFICATION OBLIGATION IS THE RESULT OF THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY, BREACH OF DUTY (STATUTORY OR OTHERWISE), OR OTHER FAULT OR VIOLATION OF ANY LAW OF OR BY ANY SUCH INDEMNIFIED PERSON, PROVIDED THAT NO SUCH INDEMNIFICATION SHALL BE APPLICABLE TO THE EXTENT OF ANY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFIED PERSON.
Extent of Indemnification. The indemnification provisions provided for in this Agreement shall be applicable whether or not the losses, costs, expenses and damages in question arose solely or in part from the active, passive or concurrent negligence of any indemnified Party; but the provisions shall exclude willful misconduct and gross negligence of any such indemnified Party.
Extent of Indemnification. WITHOUT LIMITING OR ENLARGING THE SCOPE OF THE INDEMNIFICATION, RELEASE AND ASSUMPTION OBLIGATIONS SET FORTH HEREIN, TO THE FULLEST EXTENT PERMITTED BY LAW, AN INDEMNIFIED PARTY SHALL BE ENTITLED TO INDEMNIFICATION HEREUNDER IN ACCORDANCE WITH THE TERMS HEREOF, REGARDLESS OF WHETHER THE INDEMNIFIABLE LOSS GIVING RISE TO ANY SUCH INDEMNIFICATION OBLIGATION IS THE RESULT OF THE SOLE, GROSS, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF ANY LAW OF OR BY ANY SUCH INDEMNIFIED PARTY. THE PARTIES AGREE THAT THIS STATEMENT CONSTITUTES A CONSPICUOUS LEGEND.
Extent of Indemnification. The right to indemnification under this Article shall extend to Adverse Consequences incurred through and after the date of the claim for indemnification. 15.9
Extent of Indemnification. In addition to the indemnification otherwise provided by law, the Company shall indemnify and hold harmless its Managers and Indemnified Officers (as hereinafter defined) against all liability and litigation expense, including reasonable attorneys’ fees, arising out of their status as Managers or officers, or in their activities in any of the foregoing capacities. The Company shall also and to the same extent indemnify its Managers and Indemnified Officers from activities in any capacity in which they are or were serving at the Company’s request, in another company, partnership, joint venture, trust or other enterprise; provided, however, that the Company shall not indemnify a Manager or Indemnified Officer against liability or litigation expense that he may incur on account of his activities which at the time taken were known or believed by him to be clearly in conflict with the best interests of the Company. The Company shall also indemnify the Managers or Indemnified Officers for reasonable costs, expenses and attorneys’ fees in connection with the enforcement of rights to indemnification granted herein, if it is determined in accordance with Section 9.3 of this Article that the Manager or Indemnified Officer is entitled to indemnification hereunder.
Extent of Indemnification. Each Party’s indemnification obligations will not apply to the extent that the liability or damages are caused by the actions of the indemnified Party.
Extent of Indemnification. THE INDEMNIFICATION AND ASSUMPTION PROVISIONS PROVIDED FOR IN THIS AGREEMENT SHALL BE APPLICABLE WHETHER OR NOT THE LIABILITIES IN QUESTION AROSE OUT OF OR RESULTED FROM, SOLELY OR IN PART, THE SOLE, ACTIVE, PASSIVE, CONCURRENT OR COMPARATIVE NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR VIOLATION OF LAW OF OR BY ANY SELLER INDEMNIFIED PARTY OR BUYER INDEMNIFIED PARTY, EXCEPTING ONLY LIABILITIES TO THE EXTENT RESULTING FROM THE WILLFUL MISCONDUCT OF ANY SELLER INDEMNIFIED PARTY OR BUYER INDEMNIFIED PARTY.
Extent of Indemnification. Except as provided in Section 7, if the Indemnitee is entitled to indemnification under Section 3, the Corporation shall indemnify the Indemnitee against judgments, penalties (including excise and similar taxes), fines, settlements and reasonable expenses (including court costs and attorneys' fees) actually incurred by the Indemnitee in connection with the proceeding; however, if the Indemnitee is found liable on the basis that he or she improperly received a personal benefit or is found liable to the Corporation as contemplated in Section 4, the indemnification (a) shall be limited to the reasonable expenses actually incurred by the Indemnitee in connection with the proceeding, and (b) shall not be made in respect of any proceeding in which the Indemnitee shall have been found liable for willful or intentional misconduct in the performance of his or her duty to the Corporation. The reasonableness of the Indemnitee's expenses contemplated in this Section 5 shall be determined in the same manner that the determination of indemnification is made under Section 8.
