Common use of Indemnity of Indemnitee Clause in Contracts

Indemnity of Indemnitee. (a) The Company shall indemnify and hold harmless the Indemnitee against any and all reasonable expenses, including fees and expenses of counsel, and any and all liability and loss, including judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement, incurred or paid by Indemnitee in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter "a proceeding") and whether or not by or in the right of the Company or otherwise, to which the Indemnitee is, was or at any time becomes a party, or is threatened to be made a party or is involved (as a witness or otherwise) by reason of the fact that Indemnitee is or was a director or officer of the Company or is or was serving at the request of the Company as director, officer, employee, trustee or representative of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity or in any other capacity while serving as a director, officer, employee, trustee or representative, unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness; provided, however, that the Company shall indemnify the Indemnitee in connection with a proceeding (or part thereof) initiated by the Indemnitee (other than a proceeding to enforce the Indemnitee's rights to indemnification under this Agreement or otherwise) prior to a Change of Control, as defined in Section 2(e), only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company.

Indemnity of Indemnitee. (a) The Company Indemnitors shall indemnify and hold harmless and indemnify the Indemnitee against any and all reasonable expenses, including fees and expenses of counselattorneys' fees, and any and all liability and loss, including judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement, incurred or paid by Indemnitee in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter "a proceeding") and whether or not by or in the right of the Company Corporation or otherwise, to which the Indemnitee is, was or at any time becomes a party, or is threatened to be made a party or is involved (as a witness or otherwise) by reason of the fact that Indemnitee is or was a director or officer of the Company Corporation or is or was serving at the request of the Company Corporation as director, officer, employee, trustee or representative of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity capacity, or in any other capacity while serving serving, as a director, officer, employee, trustee or representative, unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness; provided, however, that the Company Indemnitors shall indemnify the Indemnitee in connection with a proceeding (or part thereof) initiated by the Indemnitee (other than a proceeding to enforce the Indemnitee's rights to indemnification under this Agreement or otherwise) prior to a Change of Control, as defined in Section 2(e), only if such proceeding (or part thereof) was authorized by the Board of Directors of the CompanyCorporation.

Indemnity of Indemnitee. (a) The Company shall indemnify and hold harmless the Indemnitee against any and all reasonable expenses, including fees and expenses of counsel, and any and all liability and loss, including judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement, incurred or paid by Indemnitee in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter "“a proceeding"”) and whether or not by or in the right of the Company or otherwise, to which the Indemnitee is, was or at any time becomes a party, or is threatened to be made a party or is involved (as a witness or otherwise) by reason of the fact that Indemnitee is or was a director or officer of the Company or is or was serving at the request of the Company as director, officer, employee, trustee or representative of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity or in any other capacity while serving as a director, officer, employee, trustee or representative, unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness; provided, however, that the Company shall indemnify the Indemnitee in connection with a proceeding (or part thereof) initiated by the Indemnitee (other than a proceeding to enforce the Indemnitee's ’s rights to indemnification under this Agreement or otherwise) prior to a Change of Control, as defined in Section 2(e), only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company.

Indemnity of Indemnitee. (a) The Company Indemnitors shall indemnify and hold harmless and indemnify the Indemnitee against any and all reasonable expenses, including fees and expenses of counselattorneys' fees, and any and all liability and loss, including judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement, incurred or paid by Indemnitee in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter "a proceeding") and whether or not by or in the right of the Company Corporation or otherwise, to which the Indemnitee is, was or at any time becomes a party, or is threatened to be made a party or is involved (as a witness or otherwise) by reason of the fact that Indemnitee is or was a director or officer of the Company Corporation or is or was serving at the request of the Company Corporation or the Parent as director, officer, employee, trustee or representative of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity capacity, or in any other capacity while serving serving, as a director, officer, employee, trustee or representative, unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness; provided, however, that the Company Indemnitors shall indemnify the Indemnitee in connection with a proceeding (or part thereof) initiated by the Indemnitee (other than a proceeding to enforce the Indemnitee's rights to indemnification under this Agreement or otherwise) prior to a Change of Control, as defined in Section 2(e), only if such proceeding (or part thereof) was authorized by the Board of Directors of the CompanyCorporation.

Indemnity of Indemnitee. (a) The Company shall indemnify and hold harmless the Indemnitee against any and all reasonable expenses, including fees and expenses of counsel, and any and all liability and loss, including judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement, incurred or paid by Indemnitee in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter "“a proceeding"”) and whether or not by or in the right of the Company or otherwise, to which the Indemnitee is, was or at any time becomes a party, or is threatened to be made a party or is involved (as a witness or otherwise) by reason of the fact that Indemnitee is or was a director or officer of the Company or is or was serving at the request of the Company as a director, officer, employee, trustee or representative of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity or in any other capacity while serving as a director, officer, employee, trustee or representative, unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness; provided, however, that the Company shall indemnify the Indemnitee in connection with a proceeding (or part thereof) initiated by the Indemnitee (other than a proceeding to enforce the Indemnitee's ’s rights to indemnification under this Agreement or otherwise) prior to a Change of Control, as defined in Section 2(e), only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company.

Indemnity of Indemnitee. (a) The Each of the MLP and the Company shall hereby agrees, to indemnify and hold harmless harmless, to the fullest extent permitted by law but subject to the limitations expressly provided in the Partnership Agreement and the Company LLC Agreement, Indemnitee from and against any and all reasonable expenseslosses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses of counselexpenses), and any and all liability and loss, including judgments, fines, ERISA excise taxes taxes, penalties, interest, settlements or penalties other amounts arising from any and amounts paid or to be paid in settlement, incurred or paid by Indemnitee in connection with any all threatened, pending or completed actionclaims, suit demands, actions, suits or proceedingproceedings, whether civil, criminal, administrative or investigative investigative, and whether formal or informal and including appeals (hereinafter "hereinafter, “a proceeding") and whether or not by or ), in the right of the Company or otherwise, to which the Indemnitee is, was or at any time becomes a partymay be involved, or is threatened to be made involved, as a party or is involved (as a witness or otherwise) , by reason of the fact that Indemnitee is or was a director or officer of the Company or is or was serving at the request of the Company as a manager, managing member, general partner, director, officer, employeefiduciary, or trustee or representative of another corporation or of a partnership, joint venture, trust or other enterprisePerson (as defined in the Company LLC Agreement), including service with respect to employee benefit plans, whether and acting (or refraining to act) in such capacity on behalf of or for the basis benefit of such proceeding is alleged action in an official capacity the MLP and the Company; provided, that Indemnitee shall not be indemnified and held harmless pursuant to this Agreement, the Partnership Agreement or in any other capacity while serving as the Company LLC Agreement if there has been a director, officer, employee, trustee or representative, unless the act or failure to act giving rise to the claim for indemnification is determined final and non-appealable judgment entered by a court to have constituted of competent jurisdiction determining that, in respect of the matter for which Indemnitee is seeking indemnification, Indemnitee acted in bad faith or engaged in fraud, willful misconduct or recklessness; providedor, howeverin the case of a criminal matter, acted with knowledge that the Company shall indemnify the Indemnitee in connection with a proceeding (or part thereof) initiated by the Indemnitee (other than a proceeding to enforce the Indemnitee's rights to indemnification under this Agreement or otherwise) prior to a Change of Control, as defined in Section 2(e), only if such proceeding (or part thereof) ’s conduct was authorized by the Board of Directors of the Companyunlawful.

Indemnity of Indemnitee. (a) The Company Indemnitor shall indemnify and hold harmless and indemnify the Indemnitee against any and all reasonable expenses, including fees and expenses of counselattorneys’ fees, and any and all liability and loss, including judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement, incurred or paid by Indemnitee in connection with any threatened, pending or completed contemplated action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter "“a proceeding"”) and whether or not by or in the right of the Company Corporation or otherwise, to which the Indemnitee is, was or at any time becomes a party, or is threatened to be made a party or is involved (as a witness or otherwise) by reason of the fact that Indemnitee is or was a director or officer of the Company Corporation or is or was serving at the request of the Company as director, officer, employee, trustee or representative of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plansplans or the Xxxxxxxxx Foundation, whether the basis of such proceeding is alleged action in an official capacity capacity, or in any other capacity while serving serving, as a director, officer, employee, trustee or representative, unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness; provided, however, that the Company Indemnitor shall indemnify the Indemnitee in connection with a proceeding (or part thereof) initiated by the Indemnitee (other than a proceeding to enforce the Indemnitee's ’s rights to indemnification under this Agreement or otherwise) prior to a Change of Control, as defined in Section 2(e), only if such proceeding (or part thereof) was authorized by the Board of Directors of the CompanyCorporation.

Indemnity of Indemnitee. (a) The Company Corporation shall indemnify and hold harmless and indemnify the Indemnitee against any and all reasonable expenses, including fees and expenses of counselattorneys’ fees, and any and all liability and loss, including judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement, incurred or paid by Indemnitee Indemnitee, in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter "“a proceeding"”) and whether or not by or in the right of the Company Corporation or otherwise, to which the Indemnitee is, was or at any time becomes a party, or is threatened to be made a party or is involved (as a witness or otherwise) by reason of the fact that Indemnitee is or was a director member, director, officer or officer executive employee of the Company Corporation or any affiliate or is or was serving on behalf, as a representative or at the request of the Company Corporation as director, officer, employeetrustee, trustee advisor or representative of another corporation or of a corporation, partnership, joint venture, trust trust, foundation or other entity or enterprise, including service with respect to an employee benefit plansplan, whether the basis of such proceeding is alleged action conduct in an official capacity or in any other capacity while serving as a director, officer, employeetrustee, trustee advisor or representative, unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness; provided, however, that the Company Corporation shall indemnify the Indemnitee in connection with a proceeding (or part thereof) initiated by the Indemnitee (other than a proceeding to enforce the Indemnitee's ’s rights to indemnification under this Agreement or otherwise) prior to a Change of Control, as defined in Section 2(e), only if such proceeding (or part thereof) was authorized by the Board of Directors of the CompanyCorporation.

Indemnity of Indemnitee. (a) The Company Corporation shall indemnify and hold harmless and indemnify the Indemnitee against any and all reasonable expenses, including fees and expenses of counselattorneys’ fees, and any and all liability and loss, including judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement, incurred or paid by Indemnitee Indemnitee, in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter "“a proceeding"”) and whether or not by or in the right of the Company Corporation or otherwise, to which the Indemnitee is, was or at any time becomes a party, or is threatened to be made a party or is involved (as a witness or otherwise) by reason of the fact that Indemnitee is or was a director director, officer or officer executive employee of the Company Corporation or is or was serving on behalf, as a representative or at the request of the Company Corporation as director, officer, employeetrustee, trustee advisor or representative of another corporation or of a corporation, partnership, joint venture, trust trust, foundation or other entity or enterprise, including service with respect to an employee benefit plansplan, whether the basis of such proceeding is alleged action conduct in an official capacity or in any other capacity while serving as a director, officer, employeetrustee, trustee advisor or representative, unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness; provided, however, that the Company Corporation shall indemnify the Indemnitee in connection with a proceeding (or part thereof) initiated by the Indemnitee (other than a proceeding to enforce the Indemnitee's ’s rights to indemnification under this Agreement or otherwise) prior to a Change of Control, as defined in Section 2(e), only if such proceeding (or part thereof) was authorized by the Board of Directors of the CompanyCorporation.

Indemnity of Indemnitee. (a) The Company Corporation shall indemnify and hold harmless and indemnify the Indemnitee against any and all reasonable expenses, including fees and expenses of counselattorneys’ fees, and any and all liability and loss, including judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement, incurred or paid by Indemnitee Indemnitee, in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter "“a proceeding"”) and whether or not by or in the right of the Company Corporation or otherwise, to which the Indemnitee is, was or at any time becomes a party, or is threatened to be made a party or is involved (as a witness or otherwise) by reason of the fact that Indemnitee is or was a director director, officer or officer executive employee of the Company Corporation or AHI or is or was serving on behalf, as a representative or at the request of the Company Corporation as director, officer, employeetrustee, trustee advisor or representative of another corporation or of a corporation, partnership, joint venture, trust trust, foundation or other entity or enterprise, including service with respect to an employee benefit plansplan, whether the basis of such proceeding is alleged action conduct in an official capacity or in any other capacity while serving as a director, officer, employeetrustee, trustee advisor or representative, unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness; provided, however, that the Company Corporation shall indemnify the Indemnitee in connection with a proceeding (or part thereof) initiated by the Indemnitee (other than a proceeding to enforce the Indemnitee's ’s rights to indemnification under this Agreement or otherwise) prior to a Change of Control, as defined in Section 2(e), only if such proceeding (or part thereof) was authorized by the Board of Directors of the CompanyCorporation.

Indemnity of Indemnitee. (a) The Company Corporation shall indemnify and hold harmless and indemnify the Indemnitee against any and all reasonable expenses, including fees and expenses of counselattorneys' fees, and any and all liability and loss, including judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement, incurred or paid by Indemnitee in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter "a proceeding") and whether or not by or in the right of the Company Corporation or otherwise, to which the Indemnitee is, was or at any time becomes a party, or is threatened to be made a party or is involved (as a witness or otherwise) by reason of the fact that Indemnitee is or was a director or officer of the Company Corporation or is or was serving at the request of the Company Corporation as director, officer, employee, trustee or representative of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity capacity, or in any other capacity while serving serving, as a director, officer, employee, trustee or representative, unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness; provided, however, that the Company Corporation shall indemnify the Indemnitee in connection with a proceeding (or part thereof) initiated by the Indemnitee (other than a proceeding to enforce the Indemnitee's rights to indemnification indemnifica-tion under this Agreement or otherwise) prior to a Change of Control, as defined in Section 2(e2(d), only if such proceeding (or part thereof) was authorized by the Board of Directors of the CompanyCorporation.

Indemnity of Indemnitee. (a) The Company Corporation shall indemnify and hold harmless and indemnify the Indemnitee against any and all reasonable expenses, including fees and expenses of counselattorneys' fees, and any and all liability and loss, including judgments, fines, ERISA excise taxes (including any unpaid excise taxes under ERISA) or penalties and amounts paid or to be paid in settlement, incurred or paid by Indemnitee in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter "a proceeding") and whether or not by or in the right of the Company Corporation or otherwise, to which the Indemnitee is, was or at any time becomes a party, or is threatened to be made a party or is involved (as a witness or otherwise) by reason of the fact that Indemnitee is or was a director or officer of the Company Corporation or is or was serving at the request of the Company Corporation as director, officer, employee, trustee or representative of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity capacity, or in any other capacity while serving serving, as a director, officer, employee, trustee or representative, unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness; provided, however, that the Company Corporation shall indemnify the Indemnitee in connection with a proceeding (or part thereof) initiated by the Indemnitee (other than a proceeding to enforce the Indemnitee's rights to indemnification under this Agreement or otherwise) prior to a Change of Control, as defined in Section 2(e2(d), only if such proceeding (or part thereof) was authorized by the Board of Directors of the CompanyCorporation.

Indemnity of Indemnitee. (a) The Company Indemnitors shall indemnify and hold harmless and indemnify the Indemnitee against any and all reasonable expenses, including fees and expenses of counselattorneys’ fees, and any and all liability and loss, including judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement, incurred or paid by Indemnitee in connection with any threatened, pending or completed contemplated action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter "“a proceeding"”) and whether or not by or in the right of the Company Corporation or otherwise, to which the Indemnitee is, was or at any time becomes a party, or is threatened to be made a party or is involved (as a witness or otherwise) by reason of the fact that Indemnitee is or was a director or officer of the Company Corporation or is or was serving at the request of the Company Corporation as director, officer, employee, trustee or representative of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity capacity, or in any other capacity while serving serving, as a director, officer, employee, trustee or representative, unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness; provided, however, that the Company Indemnitors shall indemnify the Indemnitee in connection with a proceeding (or part thereof) initiated by the Indemnitee (other than a proceeding to enforce the Indemnitee's ’s rights to indemnification under this Agreement or otherwise) prior to a Change of Control, as defined in Section 2(e), only if such proceeding (or part thereof) was authorized by the Board of Directors of the CompanyCorporation.

Indemnity of Indemnitee. (a) The Company Indemnitor shall indemnify and hold harmless and indemnify the Indemnitee against any and all reasonable expenses, including fees and expenses of counselattorneys' fees, and any and all liability and loss, including judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement, incurred or paid by Indemnitee in connection with any threatened, pending or completed contemplated action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter "a proceeding") and whether or not by or in the right of the Company Corporation or otherwise, to which the Indemnitee is, was or at any time becomes a party, or is threatened to be made a party or is involved (as a witness or otherwise) by reason of the fact that Indemnitee is or was a director or officer of the Company Corporation or is or was serving at the request of the Company as director, officer, employee, trustee or representative of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plansplans or the Armstrong Foundation, whether the basis of such proceeding is alleged action allegex xxxxxx in an official capacity capacity, or in any other capacity while serving serving, as a director, officer, employee, trustee or representative, unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness; provided, however, that the Company Indemnitor shall indemnify the Indemnitee in connection with a proceeding (or part thereof) initiated by the Indemnitee (other than a proceeding to enforce the Indemnitee's rights to indemnification under this Agreement or otherwise) prior to a Change of Control, as defined in Section 2(e), only if such proceeding (or part thereof) was authorized by the Board of Directors of the CompanyCorporation.