FORM OF INDEMNITY Clause Samples

FORM OF INDEMNITY. The Sponsor indemnifies and holds harmless the Trust and its employees and Agents against all claims and proceedings (to include any settlements or ex gratia payments made with the consent of the Parties hereto and reasonable legal and expert costs and expenses) made or brought (whether successfully or otherwise):
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FORM OF INDEMNITY. THIS INDEMNITY (this “Indemnity”) by [insert name of Millennium indemnitor], a [insert state] corporation (“Millennium Indemnitor”), is in favor of EQUISTAR CHEMICALS, LP, a Delaware limited partnership (the “Partnership”).
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FORM OF INDEMNITY. The Sponsor indemnifies and holds harmless the Trial Site and its employees and Agents against all claims and proceedings (to include any settlements or ex gratia payments made with the consent of the Parties hereto and reasonable legal and expert costs and expenses) made or brought (whether successfully or otherwise): by or on behalf of Participants and (or their dependants) against the Trial Site or any of its employees or Agents for personal injury (including death) to Participants arising out of or relating to the administration of the Investigational Medical Devices under investigation or any clinical intervention or procedure provided for or required by the Clinical Investigation Plan to which the Participants would not have been exposed but for their participation in the Clinical Investigation; by the Trial Site, its employees or Agents or by or on behalf of a Participant for a declaration concerning the treatment of a Participant who has suffered such personal injury. The above indemnity by the Sponsor shall not apply to any such claim or proceeding: to the extent that such personal injury (including death) is caused by the negligent or wrongful acts or omissions or breach of statutory duty of the Trial Site, its employees or Agents; to the extent that such personal injury (including death) is caused by the failure of the Trial Site, its employees, or Agents to conduct the Clinical Investigation in accordance with the Clinical Investigation Plan; unless as soon as reasonably practicable following receipt of notice of such claim or proceeding, the Trial Site shall have notified the Sponsor in writing of it and shall, upon the Sponsor’s request, and at the Sponsor’s cost, have permitted the Sponsor to have full care and control of the claim or proceeding using legal representation of its own choosing; if the Trial Site, its employees, or Agents shall have made any admission in respect of such claim or proceeding or taken any action relating to such claim or proceeding prejudicial to the defence of it without the written consent of the Sponsor such consent not to be unreasonably withheld provided that this condition shall not be treated as breached by any statement properly made by the Trial Site, its employees or Agents in connection with the operation of the Trial Site’s internal complaint procedures, accident reporting procedures or disciplinary procedures or where such a statement is required by law. The Sponsor shall keep the Trial Site and its l...
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FORM OF INDEMNITY. The Sponsor indemnifies and holds harmless the NHS Body and its employees and Agents against all claims and proceedings (to include any settlements or ex gratia payments made with the consent of the Parties hereto and reasonable legal and expert costs and expenses) made or brought (whether successfully or otherwise):
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FORM OF INDEMNITY. The Company indemnifies and holds harmless each Academic Partner and their Staff and Agents against all claims and proceedings (to include any settlements or ex gratia payments made with the consent of the Parties hereto and reasonable legal and expert costs and expenses) made or brought (whether successfully or otherwise):
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Related to FORM OF INDEMNITY

  • Limitation of Indemnity 3.1 Subject to Clause 31.9, an indemnity by either Party under any provision of this Agreement will be without limitation to any indemnity by that Party under any other provision of this Agreement.

  • Scope of Indemnity The actions, suits and proceedings described in Sections 1 and 2 hereof shall include, for purposes of this Agreement, any actions that involve, directly or indirectly, activities of the Indemnitee both in his official capacities as a Company director or officer and actions taken in another capacity while serving as director or officer, including, but not limited to, actions or proceedings involving (i) compensation paid to the Indemnitee by the Company, (ii) activities by the Indemnitee on behalf of the Company, including actions in which the Indemnitee is plaintiff, (iii) actions alleging a misappropriation of a "corporate opportunity," (iv) responses to a takeover attempt or threatened takeover attempt of the Company, (v) transactions by the Indemnitee in Company securities, and (vi) the Indemnitee's preparation for and appearance (or potential appearance) as a witness in any proceeding relating, directly or indirectly, to the Company. In addition, the Company agrees that, for purposes of this Agreement, all services performed by the Indemnitee on behalf of, in connection with or related to any subsidiary of the Company, any employee benefit plan established for the benefit of employees of the Company or any subsidiary, any corporation or partnership or other entity in which the Company or any subsidiary has a 5% ownership interest, or any other affiliate of the Company, shall be deemed to be at the request of the Company.

  • Limitation of Indemnification Notwithstanding any other terms of this Agreement, nothing herein shall indemnify the Indemnitee against, or exempt the Indemnitee from, any liability in respect of the Indemnitee’s fraud or dishonesty.

  • Continuation of Indemnity All agreements and obligations of the Corporation contained herein shall continue during the period Agent is a director, officer, employee or other agent of the Corporation (or is or was serving at the request of the Corporation as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) and shall continue thereafter so long as Agent shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational, administrative or investigative, by reason of the fact that Agent was serving in the capacity referred to herein.

  • Authorization of Indemnification Any indemnification under this Article VII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 7.1 or Section 7.2, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding set forth in Section 7.1 or Section 7.2 or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.