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In addition to whatever rights of indemnification to which employees, officers and directors of the Company and the Affiliated Companies may be entitled under the articles of incorporation, regulations or bylaws of the Company or the Affiliated Companies, under any provision of law, or under any other agreement, the Company shall satisfy any liabilities actually and reasonably incurred by any such employee, officer or director, including expenses, attorneys' fees, judgments, fines and amounts paid in settlement, in connection with any threatened, pending, or completed action, suit, or proceeding which is related to the exercise or failure to exercise by such person or persons of any of the powers, authority, responsibilities, or discretion of the Company, the Affiliated Companies or the Committee provided under the Plan or the Trust Agreement, or reasonably believed by such person or persons to be provided thereunder, and any action taken by such person or persons in connection therewith.

In addition to whatever rightsprovided by ERISA. To the extent permitted under ERISA, the Company shall indemnify each member of indemnification to which employees, officers andthe Board of Directors, the board of directors of an Affiliated Company, or the Committee, each plan administrator, and each employee of any Affiliated Company involved in the administration of the Plan against all costs, expenses and liabilities (including attorney’s fees and amounts paid in settlement with the Committee’s approval) incurred in connection with any action, suit or proceeding instituted against him alleging any act of omission or commission performed by him while acting in good faith in discharging his duties with respect to the Plan. Indemnification shall not be provided to the extent such costs, expenses and liabilities are covered under insurance as may be now or hereafter provided by the Company or any Affiliated Company. The Company shall be entitled to participate at its own expense in the defense or to assume the defense of any action brought against any party indemnified hereunder. In the event the Company elects to assume the defense of any such suit, such defense shall be conducted by counsel chosen by the Company and the Affiliated Companies mayindemnified party shall bear the fees and expenses of any additional counsel retained by him. The Company is not liable to indemnify these persons against such claims, losses, damages, expenses or liabilities when the same is judicially determined to be attributable to gross negligence or willful misconduct. The Company shall pay the premiums on any bonds or insurance secured under this [Section 13.8] and shall be entitled underto reimbursement by the articles of incorporation, regulations or bylaws of the Company or the Affiliated Companies, under any provision of law, or under any other agreement, the Company shall satisfy any liabilities actually and reasonably incurred by any such employee, officer or director, including expenses, attorneys' fees, judgments, fines and amounts paid in settlement, in connection with any threatened, pending, or completed action, suit, or proceeding which is related to the exercise or failure to exercise by such person or persons of any of the powers, authority, responsibilities, or discretion of the Company, the Affiliated Companies or the Committee provided under the Plan or the Trust Agreement, or reasonably believed by such person or persons to be provided thereunder, and any action taken by such person or persons in connection therewith.Employers for their portioned share.

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