Additional Indemnification (a) Notwithstanding any limitation in Sections 2, 3 or 4, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with the Proceeding or any claim, issue or matter therein.
(b) For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to:
(i) the fullest extent 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; and
(ii) 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 officers and directors.
Additional Indemnification Provisions (a) With respect to each indemnification obligation under this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any third-party insurance proceeds that have been recovered or are recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnification.
(b) If an Indemnifying Party makes any payment for any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article VII, such Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Losses.
(c) The right to indemnification or other remedy based on any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquired), with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracy.
LEGAL INDEMNIFICATION 28.01 Subject to the other provisions of this Article and in accordance with the Police Services Act, a member charged with and finally acquitted of a criminal or statutory offence, because of acts done in the attempted performance in good faith of the members duties as a police officer, shall be indemnified for the necessary and reasonable legal costs incurred in the defense of such charge.
28.02 Notwithstanding Clause 28.01, the Board may authorize payment necessary and reasonable legal costs of a member pleading or being found guilty of an offence described in Clause 28.01, where the court, instead of convicting the accused, grants the member an absolute discharge, provided that the Board accepts the recommendation of the Chief of Police, or an officer designated by the Chief of Police to make such a recommendation, that the member's actions as a police officer in the course of performing police duties were motivated by an intent to do lawful duty, that such actions do not constitute any of the actions described in Clause 28.03 hereof, and that such indemnification will not in the opinion of the Board reduce respect for law enforcement in Halton Region.
28.03 Notwithstanding clause 28.01, the Board may refuse payment otherwise authorized under clause
28.01 where the actions of the officer from which the charges arose amounted to a gross dereliction of duty or deliberate abuse of the member's powers as a police officer.
28.04 Where a member is a defendant in a civil action for the damages because of acts done in the attempted performance in good faith of the member's duties as a police officer the member shall be indemnified for the necessary and reasonable legal costs incurred in the defense of such an action in the following circumstances only:
(a) Where the Chief of Police is not joined in the action as a party and the Chief of Police does not defend the action on behalf of the Chief and of the member as joint tortfeasers at the Board's sole expense.
(b) Where the Chief of Police is joined as a party or elects to defend the action, but the solicitor retained on behalf of the Chief of Police and the member is of the view that it would be improper for the solicitor to act for both the Chief of Police and the member in that action.
28.05 A member whose conduct is called into question in the course of an inquiry under the Coroners Act because of acts done in the attempted performance in good faith of the member's duties as a police officer shall be indemnified for the necessary and reasonable legal costs incurred in representing the member's interests in any such inquest in the following circumstances only:
(a) Where the Chief of Police and/or the Board does not provide counsel to represent the member at the inquest at the Board's expense; OR:
(b) Where the counsel provided by the Chief of Police or the Board to represent either or both of them along with the member is of the opinion that it would be improper for the counsel to act for both the Chief of Police or the Board and the member in that action.
28.06 A member who is subject to a complaint pursuant to Part V of the Police Services Act because of acts done in the attempted performance in good faith of the member's duties as a police officer may be indemnified for the necessary and reasonable legal costs incurred in respect of that hearing only where the Chief of Police has decided to hold a hearing into the matter pursuant to section 64(7) of the Police Services Act or the Ontario Civilian Commission on Police Services holds an oral hearing pursuant to section 70 of the Police Services Act and the officer is found not guilty of misconduct or unsatisfactory work performance under the Act.
28.07 Where a member intends to apply to the Board for indemnification hereunder, the member shall, within thirty days of being charged or receiving notice of other legal proceedings covered herein, or receiving notice that the member will not be represented by counsel retained by the Chief of Police and/or the Board, apply in writing to the Chief of Police or to the Officer designated by the Chief of Police to deal with such applications for approval to retain counsel and approval of the counsel to be so retained. In the event of any dispute concerning the counsel to be retained, the matter shall be resolved by an officer designated by the Chief of Police and a member of the Association Executive designated for that purpose.
28.08 Where the Chief of Police, pursuant to Board policy, elects to provide legal counsel to defend a member in any legal proceeding covered by this provision, the cost of such counsel is the Board's responsibility irrespective of the outcome of the proceedings and neither the member nor the Board may rely upon the other provisions of this policy.
28.09 For greater certainty, members shall not be indemnified for legal costs arising from:
(a) grievances or complaints under the collective agreement between the Board and the Association or under the Police Services Act; and
(b) the actions or omissions of members acting in their capacity as private citizens.
28.10 For the purposes of this provision, a member shall not be deemed to be "finally acquitted" if as a result of charges laid the member is subsequently found guilty or, or pleads guilty to, other charges arising out of the same incident or incidents, but nothing in this clause will disentitle the member to consideration under clause 28.02 hereof.
28.11 For the purposes of this provision, "necessary and reasonable legal costs" shall be based on the account rendered by the solicitor performing the work, subject initially to the approval of the Board’s Solicitor and, in the case of dispute between the solicitor doing the work and the Board’s Solicitor, Assessment on a solicitor and client basis by the Assessment Officer.
(a) Subject to the other provisions in this Article, when an investigation is commenced pursuant to Part VII of the Police Services Act by the Special Investigations Unit ("SIU"), and it appears to the Chief of Police that a member requires the assistance of legal counsel to respond to inquiries from SIU Investigators, the Chief of Police may grant the member permission to retain legal counsel to provide the member with legal advice and representation at the expense of the Board on such terms as the Chief of Police deems appropriate.
(b) Where the Chief of Police grants a member permission to retain legal counsel under the circumstances set out in Article 28.12 (a), the member shall be indemnified by the Board for all necessary and reasonable legal costs incurred until the completion of the SIU investigation, or the member is charged with a criminal or statutory offence, at which time Article 28.01 of this Agreement shall apply.
(c) As soon as is practical, the Chief of Police shall bring his actions under this Article to the attention of the Board for its information.
Survival Indemnification All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.
Mandatory Indemnification; Indemnification as a Witness (i) To the extent that Indemnitee shall have been successful on the merits or otherwise in defense of any Claim relating to an Indemnifiable Event or any portion thereof or in defense of any issue or matter therein, including without limitation dismissal without prejudice, Indemnitee shall be indemnified against all Losses relating to such Claim in accordance with Section 2 to the fullest extent allowable by law, and no Standard of Conduct Determination (as defined in Section 8(b)) shall be required.
(ii) To the extent that ▇▇▇▇▇▇▇▇▇▇’s involvement in a Claim relating to an Indemnifiable Event is to prepare to serve and serve as a witness, and not as a party, the Indemnitee shall be indemnified against all Losses incurred in connection therewith to the fullest extent allowable by law and no Standard of Conduct Determination (as defined in Section 8(b)) shall be required.