Undertaking and Affirmation Regarding Advancement and Repayment of Litigation Expenses – Computer Software Innovations, Inc.

Contract Categories: Business Operations › Indemnification Agreements
Summary

This agreement is between an officer or director (current or former) of Computer Software Innovations, Inc. (CSI) and the company. It relates to a lawsuit involving CSI and the individual. The individual requests CSI to continue advancing legal expenses for their defense, and agrees to repay those expenses if it is later determined they are not entitled to indemnification. The individual affirms they acted in good faith and in CSI’s best interests, and agrees to reimburse CSI if this is found not to be the case. The agreement also allows for joint or separate legal defense.

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EX-10.5 8 dex105.htm FORM OF UNDERWRITING AND AFFIRMATION FORM OF UNDERWRITING AND AFFIRMATION

EXHIBIT 10.5

 

UNDERTAKING AND AFFIRMATION

 

The Board of Directors of Computer Software Innovations, Inc.

Re: Undertaking to repay expenses advanced and affirmation of facts

 

Ladies and Gentlemen:

 

This Undertaking and Affirmation is provided to you pursuant to my rights and obligations under applicable corporate law relating to advancement of litigation-related expenses and my possible right to indemnification for litigation expenses incurred by me. This is all related to the current lawsuit brought by Integrated Tek Solutions, Inc. against, among others, Computer Software Innovations, Inc., a Delaware corporation (“CSI”, which shall include in this Undertaking and Affirmation the predecessor entity) and me, such amended lawsuit complaint dated May 23, 2005 (the “Proceeding”).

 

I am subject to the Proceeding at least in part by reason of my status as an officer or director, or prior officer or director, of CSI. I acknowledge that CSI has previously paid for the joint defense of the Proceeding, and I ask for the continued advance of reasonable legal expenses incurred by me or CSI on my behalf in connection with the defense of the Proceeding (the “Advanced Expenses”). I undertake to repay any Advanced Expenses incurred prior to or subsequent to this Undertaking and Affirmation if it is ultimately determined that I am not entitled to be indemnified by CSI.

 

I hereby affirm that with respect to all matters related to the Proceeding, I acted and will continue to act in good faith and (i) in my official capacity in a manner I reasonably believed or believe to be in the best interests of CSI; and (ii) in all other capacities in a manner I reasonably believed or believe to be in or not opposed to the best interests of CSI. In consideration of the Advanced Expenses, I agree that if, in connection with the Proceeding, it is established that (1) in my official capacity I did not act in a manner I reasonably believed to be in the best interests of CSI; or (2) in any other capacity I did not act in a manner I reasonably believed to be in or not opposed to the best interests of CSI; then I shall promptly reimburse the portion of the Advanced Expenses fairly apportioned to me for that failure.

 

In addition, I hereby consent to and support the continued joint defense of the Proceeding by CSI, myself, and other current and former officers and directors of CSI. I reserve the right to request separate counsel in the Proceeding at any point that I deem it prudent and acknowledge the right of CSI to do likewise.

 

IN WITNESS WHEREOF, I have executed this Undertaking and Affirmation on this      day of             , 2005.

 

WITNESS:

   PARTY:

 

  

 

Name:   Name:

 

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