Indemnification of Indemnitee Contract Clauses (50)
Grouped Into 1 Collection of Similar Clauses From Business Contracts
This page contains Indemnification of Indemnitee clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Indemnification of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the full extent authorized or permitted by the provisions of the Law, as such may be amended from time to time, and the Bylaws, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 1(...a) if, by reason of Indemnitee's Corporate Status (as defined in Section 12 hereof), Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as defined in Section 12 hereof) other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 1(a), the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses (as defined in Section 12 hereof), judgments, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee, or on Indemnitee's behalf, in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe Indemnitee's conduct was unlawful. The parties hereto intend that this Agreement shall provide to the fullest extent permitted by law for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification provided by the Certificate of Incorporation of the Company (the "Certificate of Incorporation"), the Bylaws, vote of its stockholders or disinterested directors or applicable law. (b) Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 1(b) if, by reason of Indemnitee's Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 1(b), the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee's behalf, in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No indemnification for Expenses shall be made under this Section 1(b) in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification. 2 (c) Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnitee is, by reason of Indemnitee's Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee's behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee's behalf in connection with each successfully resolved claim, issue or matter to the fullest extent permitted by law. For purposes of this Section 1(c) and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.View More
Indemnification of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the full fullest extent authorized or permitted by the provisions of the Law, as such may be amended from time to time, and the Bylaws, law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) 1 a. Proceedings Other Than Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify Indemnitee be entitled to the righ...ts of indemnification provided in accordance with the provisions of this Section 1(a) if, by reason of Indemnitee's Corporate Status (as defined in Section 12 hereof), hereinafter defined), Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as defined in Section 12 hereof) hereinafter defined) other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Company. Pursuant to this Section 1(a), the Company Indemnitee shall indemnify Indemnitee be indemnified, to the fullest extent permitted by applicable law law, as such may be amended from time to time, against all Liabilities and Expenses (as defined in Section 12 hereof), judgments, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines and amounts paid in settlement) (each as hereinafter defined), actually and reasonably incurred by Indemnitee, or on Indemnitee's behalf, in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and and, with respect to any criminal Proceeding, Indemnitee had no reasonable cause to believe Indemnitee's conduct was unlawful. The parties hereto intend that this Agreement unlawful; provided, however, the Company shall provide not indemnify Indemnitee against Liabilities or Expenses incurred in connection with an administrative proceeding or action instituted by a bank regulatory agency, which proceeding or action results in a final order assessing civil money penalties against such Indemnitee or requiring affirmative action by such Indemnitee in the form of payments to the fullest extent permitted by law for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification provided by the Certificate of Incorporation Company or a subsidiary of the Company (the "Certificate of Incorporation"), the Bylaws, vote of its stockholders or disinterested directors or applicable law. (b) Company. b. Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify Indemnitee be entitled to the rights of indemnification provided in accordance with the provisions of this Section 1(b) if, by reason of Indemnitee's Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company to procure a judgment in its favor. Company. Pursuant to this Section 1(b), the Company Indemnitee shall indemnify Indemnitee be indemnified, to the fullest extent permitted by applicable law law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee's behalf, in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No Company; provided, however, no indemnification for against such Expenses shall be made under this Section 1(b) in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, Company unless and only to the extent that the Court of Chancery of the State of Delaware or any a court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification. 2 (c) that such indemnification may be made. c. Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnitee is, by reason of Indemnitee's Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, Proceeding, Indemnitee shall be indemnified to the Company shall indemnify Indemnitee fullest extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee's behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee's behalf in connection with each successfully resolved claim, issue or matter to the fullest extent permitted by law. matter. For purposes of this Section 1(c) and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. d. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Liabilities or Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee, to the fullest extent permitted by law, as such may be amended from time to time, for the portion thereof to which Indemnitee is entitled. View More
Indemnification of Indemnitee. (a) General. The Company hereby agrees shall indemnify the Indemnitee (i) as provided in this Agreement and (ii) subject to hold harmless and indemnify Indemnitee the provisions of this Agreement, to the full extent authorized or permitted by the provisions of the Law, as applicable law and in a manner permitted by such may be amended from time to time, and the Bylaws, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality t...hereof: (a) law. (b) Proceedings Other Than Proceedings by or in the Right of the Company. The Company Except as provided in Section 7 hereof, Indemnitee shall indemnify Indemnitee be entitled to the rights of indemnification provided in accordance with the provisions of this Section 1(a) 2(b) if, by reason of Indemnitee's his Corporate Status (as defined in Section 12 hereof), hereinafter defined), the Indemnitee is, is or was, or is or was threatened to be made, a party to or participant is or was otherwise involved in any a Proceeding (as defined in Section 12 hereof) hereinafter defined) other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 1(a), the Company 2(b), Indemnitee shall indemnify Indemnitee to the fullest extent permitted by applicable law be indemnified against all Expenses Losses (as defined in Section 12 hereof), judgments, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines and amounts paid in settlement) hereinafter defined) actually and reasonably incurred by Indemnitee, the Indemnitee or on the Indemnitee's behalf, in connection with such Proceeding or any claim, issue or matter therein, but only if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee's conduct was unlawful. The parties hereto intend that this Agreement shall provide to the fullest extent permitted by law for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification provided by the Certificate of Incorporation of the Company (the "Certificate of Incorporation"), the Bylaws, vote of its stockholders or disinterested directors or applicable law. (b) (c) Proceedings by or in the Right of the Company. The Company Except as provided in Section 7 hereof, Indemnitee shall indemnify Indemnitee be entitled to the rights of indemnification provided in accordance with the provisions of this Section 1(b) 2(c) if, by reason of Indemnitee's his Corporate Status, the Indemnitee is, is or was, or is or was threatened to be made, a party to or participant is or was otherwise involved in any Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 1(b), the Company 2(c), Indemnitee shall indemnify Indemnitee to the fullest extent permitted by applicable law be indemnified against all Expenses (as hereinafter defined) actually and reasonably incurred by the Indemnitee, or on the Indemnitee's behalf, in connection with such Proceeding or any claim, issue or matter therein, Proceeding, but only if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No Company; provided, however, if applicable law so provides, no indemnification for against such Expenses shall be made under this Section 1(b) in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, Company unless and (and only to the extent extent) that the Court of Chancery of the State of Delaware (the "Court of Chancery") or any the court in which the such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnification. 2 (c) indemnification for such Expenses that the Court of Chancery or such other court shall deem proper. Anything in this Agreement to the contrary notwithstanding, if the Indemnitee, by reason of the Indemnitee's Corporate Status, is or was, or is or was threatened to be made, a party to any Proceeding by or in the right of the Company to procure a judgment in its favor, then the Company shall not indemnify the Indemnitee for any judgment, fines, or amounts paid in settlement to the Company in connection with such Proceeding. (d) Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnitee is, by reason of Indemnitee's his Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, Proceeding, he shall be indemnified to the Company shall indemnify Indemnitee maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by Indemnitee him or on Indemnitee's his behalf in connection therewith. with the defense of such Proceeding. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, Proceeding (including dismissal without prejudice of certain claims), the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee him or on Indemnitee's his behalf in connection with defending each successfully resolved claim, issue or matter. To the extent the Indemnitee has been successful, on the merits or otherwise, in defending any Proceeding, or in defending any claim, issue, or matter therein, the Indemnitee shall be entitled to the fullest extent permitted by law. For purposes of this Section 1(c) and without limitation, the termination of indemnification in connection with such Proceeding or any claim, issue or matter therein, as applicable, as provided in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. this Section 2(d) regardless of whether the Indemnitee met the standards of conduct set forth in Sections 2(b) and 2(c) hereof. View More
Indemnification of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the full fullest extent authorized or permitted by applicable law, including the provisions of the Law, as such may be amended from time to time, and the Bylaws, DGCL, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or Indemnitee shall be entitled to the rights of indemnification provided in the Ri...ght of the Company. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 1(a) if, by reason of Indemnitee's his or her Corporate Status (as defined in Section 12 hereof), 13(c)), the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as defined in Section 12 hereof) 13(j)) other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Company. Pursuant to this Section 1(a), the Company Indemnitee shall indemnify Indemnitee to the fullest extent permitted by applicable law be indemnified against all Expenses (as defined in Section 12 hereof), 13(g)), judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee, him or her, or on Indemnitee's his or her behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee's conduct was unlawful. The parties hereto intend that this Agreement (b) Indemnitee shall provide be entitled to the fullest extent permitted by law for indemnification in excess rights of that expressly permitted by statute, including, without limitation, any indemnification provided by the Certificate of Incorporation of the Company (the "Certificate of Incorporation"), the Bylaws, vote of its stockholders or disinterested directors or applicable law. (b) Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 1(b) if, by reason of Indemnitee's his or her Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company to procure a judgment in its favor. Company. Pursuant to this Section 1(b), the Company Indemnitee shall indemnify Indemnitee to the fullest extent permitted by applicable law be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee's behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No Company; provided, however, that if applicable law so provides, no indemnification for against such Expenses shall be made under this Section 1(b) in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, Company unless and only to the extent that the Court a court of Chancery of the State of Delaware or any court in which the Proceeding was brought competent jurisdiction shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification. 2 that such indemnification may be made. (c) Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnitee is, by reason of Indemnitee's his or her Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding Proceeding, he or in defense of any claim, issue or matter therein, in whole or in part, she shall be indemnified to the Company shall indemnify Indemnitee maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by Indemnitee him or her, or on Indemnitee's behalf his or her behalf, in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee him or her, or on Indemnitee's behalf his or her behalf, in connection with each successfully resolved claim, issue or matter to the fullest extent permitted by law. matter. For purposes of this Section 1(c) and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. View More
