Example Definitions of "Indemnification"
Indemnification. Compliance with Legal Requirements
Indemnification. Seller agrees to indemnify and hold the Indemnified Parties harmless from any Loss.
Indemnification. In addition to such other rights of indemnification as they may have as members of the Board or officers of the Company, and to the extent allowed by Applicable Laws, the Committee and its delegees shall be indemnified by the Company against the reasonable expenses, including attorney's fees, actually incurred in connection with any action, suit or proceeding or in connection with any appeal therein, to which they may be party by reason of any action taken or failure to act under or in... connection with the Plan or any Award granted under the Plan, and against all amounts paid by the Committee or its delegees in settlement thereof (provided, however, that the settlement has been approved by the Company, which approval shall not be unreasonably withheld) or paid by the Committee or its delegee in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Committee or delegee did not act in good faith and in a manner which such person reasonably believed to be in the best interests of the Company, or in the case of a criminal proceeding, had no reason to believe that the conduct complained of was unlawful; provided, however, that within 60 days after the institution of any such action, suit or proceeding, such Committee or delegee shall, in writing, offer the Company the opportunity at its own expense to handle and defend such action, suit or proceeding. View More
Indemnification. 6. Right of Rejection and Indemnification
Indemnification. Provider shall indemnify, defend and hold Company ("Company Indemnified Parties") harmless from any third-party claim, damage, loss, liability, cost or expense (including reasonable third party counsel fees and disbursements of counsel) (collectively, "Claims") resulting or arising solely from any material breach by Provider of any of its express representations, warranties or covenants set forth in this Agreement. The Company Indemnified Parties shall promptly notify Provider of any Claim, and... reasonably cooperate with Provider in the defense or settlement of such Claim; provided that, no delay in notification shall affect Provider's indemnification obligations except to the extent such delay prejudices Provider's ability to defend such Claim. Provider shall have the right to select counsel and to defend any/or settle such Claim, provided that any such settlement includes a full release for the Company Indemnified Parties. Provider shall not be liable to Company or any third party under this Section 8(a) to the extent that Company is required to indemnify Provider pursuant to Section 8(b) below View More
Indemnification. For purposes of this Agreement, the meaning of the phrase "to the fullest extent authorized or permitted by law" shall include, but not be limited to: (i) to the fullest extent authorized or permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL or such provision thereof; and (ii) to the fullest extent authorized or permitted by any amendments to or replacements... of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its directors and officers. View More
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