Indemnification of Certain Persons Clause Samples

Indemnification of Certain Persons. (a) All rights to indemnification by the Acquired Company existing in favor of those Persons (the “Indemnified Persons”) for their acts and omissions occurring prior to the Closing, as provided in the Acquired Company’s constitution (as in effect as of the date of this Agreement), shall survive the Sale and shall not be amended, repealed or otherwise modified, and shall be observed by the Acquired Company (and Buyer shall cause the Acquired Company to so observe) to the fullest extent available under applicable Laws, and any claim made requesting indemnification pursuant to such indemnification rights shall continue to be subject to this Section 5.2 (Indemnification of Certain Persons) and the indemnification rights provided under this Section 5.2 (Indemnification of Certain Persons) until disposition of such claim. (b) From the Closing until the [***] anniversary of the date on which the Closing occurs, Buyer shall, and shall cause the Acquired Company (together with its successors and assigns, the “Indemnifying Parties”) to, to the fullest extent permitted under applicable Laws, indemnify, defend and hold harmless each Indemnified Person against all losses, claims, damages, liabilities, fees, expenses, judgments or fines incurred by such Indemnified Person, to the extent arising out of or pertaining to any and all matters pending, existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, including any such matter arising under any claim with respect to the transactions contemplated herein. Without limiting the foregoing, the Indemnifying Parties shall also, to the fullest extent permitted under applicable Law, advance costs and expenses (including attorneys’ fees) incurred by the Indemnified Persons in connection with matters for which such Indemnified Persons are eligible to be indemnified pursuant to this Section 5.2(b) (Indemnification of Certain Persons) within 15 days after receipt by Buyer of a written request for such advance, subject to the execution by such Indemnified Persons of appropriate undertakings to repay such advanced costs and expenses as required under appropriate circumstances. (c) In the event that Buyer or the Acquired Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or Entity of such consolidation or merger or (ii) transfers all or substantially all of its pro...

Indemnification of Certain Persons. For a period of six (6) years following the Closing Date and excluding claims or actions of Purchaser Indemnified Parties arising in connection with this Agreement or the Transactions, in the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including any such claim, action, suit, proceeding or investigation by or in the right of any Acquired Company, in which any of the present or former officers or directors of any Acquired Company (collectively, the “Company Indemnified Persons”) is, or is threatened to be, made a party by reason of the fact that he or she is or was, prior to the Closing Date, a director, officer, employee or agent of any Acquired Company or of another corporation, partnership, joint venture, trust or other enterprise at the request of any Acquired Company, whether such claim arises before or after the Closing Date, the Purchaser Parties shall cause the applicable Acquired Company to indemnify and hold harmless, at least to the same extent and on terms and conditions no less favorable than those provided for in the Organizational Document or Operating Document of the applicable Acquired Company in effect immediately prior to the Closing or pursuant to any other respective governing documents or indemnification agreements in effect on the date hereof, each such Company Indemnified Person against any Losses in connection with any such claim, action, suit, proceeding or investigation. The Purchaser Parties shall cause the Acquired Companies to keep in effect, in their respective Organizational Documents and Operating Documents, a provision that provides for indemnification of the Company Indemnified Persons to the extent required under this Section 6.9(a).

Indemnification of Certain Persons. 19 Section 9.3.

Indemnification of Certain Persons. Enter into any Contract or commitment to indemnify any director, manager, member, officer or employee;

Indemnification of Certain Persons. (a) Subject to paragraph (c) of this Section 4.6, the Partnership shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Partnership) by reason of the fact that he was a member of the Partnership Committee (as defined in the Restated Agreement) or is or was an officer of the Partnership, or is or was serving at the request of the Partnership as a director, partner or officer of Another Enterprise (as defined in paragraph (c) of this Section 4.6), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the Partnership, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. (b) Subject to paragraph (c) of this Section 4.6, the Partnership shall indemnify and hold harmless any person who was or is a party or is to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, by or in the right of the Partnership to procure a judgment in its favor by reason of the fact that he was a member of the Partnership Committee (as defined in the Restated Agreement) or is or was an officer of the Partnership, or is or was serving at the request of the Partnership as a director, partner or officer of Another Enterprise (as defined in paragraph (c) of this Section 4.6), against expenses (including attorneys’ fees) reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner that he reasonably believed to ‘be in or not opposed to the best interests of the Partnership, provided, however, that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Partnership. (c) Any indemnification under this Section 4.6 shall be made by the Partnership only as authorized in the specific case by the General Partner upon a determination that indemnification of the member of the Partnership Committee, director, partner or officer is proper in the ...

Indemnification of Certain Persons. All rights to indemnification by the Company existing in favor of those Persons who are or were directors and officers of the Company as of the date of this Agreement (the “Indemnified Persons”) for their acts and omissions occurring prior to the Closing, as provided in the Company’s Organizational Documents as of the date of this Agreement and as provided in the indemnification agreements between the Company and such Indemnified Persons in the forms made available to Buyer prior to the date of this Agreement, each as in effect as of the date of this Agreement, shall survive the Closing and shall not be amended, repealed or otherwise modified in any manner adverse to any Indemnified Person, and shall be observed by the Company (and Buyer shall cause the Company to so observe) to the fullest extent available under applicable Laws, in all cases for a period of not less than six (6) years from the Closing, and any claim made requesting indemnification pursuant to such indemnification rights shall continue to be subject to this Section 4.1 and the indemnification rights provided under this Section 4.1 until final disposition of such claim. The Sellers hereby represent to Buyer that no claim for indemnification has been made as of the date hereof by any Indemnified Persons.

Indemnification of Certain Persons. (a) Indemnification at the Discretion of the Partnership. The Partnership shall indemnify any Person who was, is, or is threatened to be, made a named defendant or respondent in a proceeding because the Person is or was a partner, officer, employee, or agent of the Partnership or serving at the request of the Partnership as a manager, officer, employee, or agent of any other entity, as follows: (i) Such Person shall be indemnified against judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses actually incurred by the Person in connection with the proceeding; but, if the Person is found liable to the Partnership or is found liable on the basis that personal benefit was improperly received by the Person, the indemnification (1) is limited to reasonable expenses actually incurred by the Person in connection with the proceeding and (2) shall not be made (even as to expenses) in respect of any proceeding in which the Person shall have been found liable for willful or intentional misconduct in the performance of his duty to the Partnership. (ii) Such a Person shall be indemnified under this Agreement only if it is determined that such Person conducted himself in good faith and reasonably believed, in the case of conduct in his or her official capacity, that his or her conduct was in the Partnership's best interest, and in all other cases that his or her conduct was at least not opposed to the Partnership's best interests. In the case of any criminal proceeding, an additional determination must be made that such Person had no reasonable cause to believe his or her conduct was unlawful.

Indemnification of Certain Persons. For a period of six (6) years following the Closing Date, in the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including any such claim, action, suit, proceeding or investigation by or in the right of the Company, in which any of the present or former officers or directors of the Company (collectively, the “Company Indemnified Persons”) is, or is threatened to be, made a party by reason of the fact that he or she is or was, prior to the Closing Date, a director, officer, employee or agent of the Company or of another corporation, partnership, joint venture, trust or other enterprise at the request of the Company, whether such claim arises before or after the Closing Date, Purchaser shall cause the Company to indemnify and hold harmless, at least to the same extent and on terms and conditions no less favorable than those provided for in the Organizational Document or Operating Document of the Company in effect immediately prior to the Closing, each such Company Indemnified Person against any Losses in connection with any such claim, action, suit, proceeding or investigation. Purchaser shall cause the Company to keep in effect, in its Organizational Documents and Operating Documents, a provision that provides for indemnification of the Company Indemnified Persons to the extent required under this Section 5.8(a).

Indemnification of Certain Persons