Management Indemnification. The Venturers jointly and severally shall indemnify each present and former member of the Management Committee, and each present and former employee, agent or other representative of the Joint Venture, and the heirs, executors, administrators, successors and assigns of the foregoing, from and against any and all liabilities, costs, charges and expenses sustained or incurred in respect of any action, suit or proceeding that is proposed or commenced against them for or in respect of anything done or permitted by them to be done in respect of the execution of the duties of their office. Such indemnification shall include, without limitation, all costs, charges and expenses that they sustain or incur in respect of the affairs of the Joint Venture, except where such liability or costs are finally determined to relate to their willful disregard for their duties or gross negligence .
Appears in 2 contracts
Sources: Joint Venture Agreement (International Game Technology), Joint Venture Agreement (Anchor Gaming)