Indemnity of Indemnitee Clause Example with 20 Variations from Business Contracts

Indemnity of Indemnitee. The Subject to Sections 6, 8 and 9, the Company hereby agrees to hold harmless and shall indemnify Indemnitee to the fullest extent permitted by law, law or as such may hereafter be amended from time or interpreted (but in the case of any such amendment or interpretation, only to time. the extent that such amendment of interpretation permits the Company to provide broader indemnification rights than were permitted thereto) and subject to the prohibitions set forth in the 1940 Act. Indemnitee sha...ll be entitled to the indemnification provided in this Section 3 if, by reason of his or her Official Capacity, Indemnitee was, is, or is threatened to be made a party to, a witness to or is otherwise involved in any Proceeding. The parties hereto intend that this Agreement shall provide for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification provided by the Charter, the Bylaws, vote of its stockholders or disinterested directors or applicable law. In furtherance of the foregoing indemnification, and without limiting the generality thereof: 5 (a) Proceedings Other Than Proceedings by or Indemnity in Third-Party Proceedings. Subject to the Right requirements set forth in Section 17(h) of the Company. 1940 Act, the Company shall indemnify Indemnitee shall be entitled to in accordance with the rights provisions of indemnification provided in this Section 1(a) if, by reason of his Corporate Status (as hereinafter defined), the 3(a) if Indemnitee was, is, or is threatened to be made, made a party to, a witness to or participant is otherwise involved in any Proceeding (as hereinafter defined) other Proceeding, (other than a Proceeding by or in the right of the Company. Pursuant Company to this procure a judgment in its favor or a Proceeding referred to in Section 1(a), Indemnitee shall be indemnified 3(b) below) by reason of the Indemnitee's Official Capacity or by reason of any action alleged to have taken or omitted in connection therewith, against all Expenses (as hereinafter defined), Expenses, judgments, penalties, fines fines, and amounts paid in settlement actually and reasonably incurred by him, Indemnitee or on his behalf, behalf in connection with such Proceeding or any claim, issue or matter therein, Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee he reasonably believed to be in in, or not opposed to to, the best interests of the Company, and with respect to any Company and, in the case of a criminal Proceeding, Proceeding had no reasonable cause to believe the Indemnitee's that his conduct was unlawful. (b) Indemnity in Proceedings by or in the Right of the Company. Indemnitee shall be entitled Subject to the rights requirements set forth in Section 17(h) of indemnification provided the 1940 Act, the Company shall indemnify Indemnitee in accordance with the provisions of this Section 1(b) if, by reason of his Corporate Status, the 3(b) if Indemnitee was, is, or is threatened to be made, made a party to, a witness to or participant otherwise involved in any Proceeding brought by or in the right of the Company. Pursuant Company to this Section 1(b), Indemnitee shall be indemnified procure a judgment in its favor by reason of the Indemnitee's Official Capacity or by reason of any action alleged to have taken or omitted in connection therewith, against all Expenses and, to the fullest extent permitted by law, amounts paid in settlement actually and reasonably incurred by the Indemnitee, or on behalf of the Indemnitee's behalf, Indemnitee in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee he reasonably believed to be in in, or not opposed to to, the best interests of the Company; provided, however, Company, except that, if the applicable law so provides, no indemnification against such for Expenses shall be made under this Section 3(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 a Maryland court or any court in which the Court Proceeding was brought shall determine upon application that, despite the adjudication of Chancery liability but in view of all the circumstances of the State of Delaware shall determine that such indemnification may be made. (c) Indemnification for Expenses of a Party Who case, Indemnitee is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to or is otherwise involved 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, he shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually fairly and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in entitled to indemnification for such Proceeding but is successful, on the merits or otherwise, Expenses as to one or more but less than all claims, issues or matters in such Proceeding, the Company a court shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section 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. deem proper. View More

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. law. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings Indemnity in Third Party Proceedings. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding (other than a proceedin...g by or in the Right name of the Company. Indemnitee shall be entitled Company to the rights of indemnification provided procure judgment in this Section 1(a) if, its favor) by reason of his Corporate Status (as hereinafter defined), the fact that the Indemnitee is, is or is threatened to be made, a party to was an agent of the Company, or participant by reason of any act or inaction by him in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right such capacity, against any and all expenses and liabilities of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), any type whatsoever (including, but not limited to, settlements, judgments, penalties, fines and amounts paid in settlement penalties), actually and reasonably incurred by him, or on his behalf, him in connection with the investigation, defense, settlement or appeal of such Proceeding or any claim, issue or matter therein, proceeding, but only if the Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any proceeding by judgment, order of court, settlement, conviction or on plea of nolo contedere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith in a manner which he reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, proceedings, that such person had no reasonable cause to believe the Indemnitee's that his conduct was unlawful. (b) Proceedings Indemnity in Derivative Action. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding by or in the Right name of the Company. Indemnitee shall be entitled Company to the rights of indemnification provided procure a judgment in this Section 1(b) if, its favor by reason of his Corporate Status, the fact that the Indemnitee is, is or is threatened to be made, a party to was an agent of the Company, or participant by reason of any act or inaction by him in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified such capacity, against all Expenses expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee's behalf, Indemnitee in connection with the investigation, defense, settlement, or appeal of such Proceeding proceeding but only if the Indemnitee acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, Company, except that no indemnification against such Expenses under this subsection shall be he made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been finally adjudged to be liable to the Company by a court of competent jurisdiction, unless and only to the extent that any court in which such proceeding was brought or another court of competent jurisdiction shall determine upon application that, despite the Court adjudication of Chancery liability but in view of all the circumstances of the State of Delaware case, such person is fairly and reasonably entitled to indemnity for such expenses as such court shall determine that such indemnification may be made. deem proper. (c) Indemnification for of Expenses of a Party Who is Wholly or Partly Successful. Successful Party. Notwithstanding any other provision provisions of this Agreement, to the extent that the Indemnitee is, by reason of his Corporate Status, a party to or is otherwise involved in and is successful, has been successful on the merits or otherwise, otherwise in defense of any Proceeding, proceeding or in defense of any claim, issue or matter therein, in whole or in part, he including the dismissal of an action without prejudice, the Company shall be indemnified to indemnify the maximum extent permitted by law, as such may be amended from time to time, Indemnitee against all Expenses expenses actually and reasonably incurred by him or on his behalf in connection therewith. with the investigation, defense or appeal of such proceeding. (d) Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not wholly successful in such Proceeding limited to, judgments, fines or penalties), but is successful, on not entitled, however, to indemnification for the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, total amount thereof, the Company shall nevertheless indemnify the Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, for the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, portion thereof to which the Indemnitee is entitled, which shall be deemed to be a successful result as to such claim, issue or matter. reasonably determined in good faith by the Company's Board of Directors. View More

Indemnity of Indemnitee. The Company hereby agrees Subject to hold harmless Sections 6, 8 and 10, the Corporation shall indemnify the Indemnitee in connection with any Proceeding as to which the Indemnitee is, was or is threatened to be made a party (or is otherwise involved) by reason of the Indemnitee's Corporate Status, to the fullest extent permitted by law, as law (as such may be amended from time to time. time). In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proce...edings Other Than Proceedings by or Indemnification in Third-Party Proceedings. The Corporation shall indemnify the Right Indemnitee in accordance with the provisions of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) if, by reason of his Corporate Status (as hereinafter defined), 3(a) if the Indemnitee is, was or is threatened to be made, a party to or participant threatened to be made a party to or otherwise involved in any Proceeding (as hereinafter defined) other (other than a Proceeding by or in the right of the Company. Pursuant Corporation to this procure a judgment in its favor or a Proceeding referred to in Section 1(a), Indemnitee shall be indemnified 6 below) by reason of the Indemnitee's Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, against all Expenses (as hereinafter defined), Expenses, judgments, penalties, fines fines, penalties and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, behalf of the Indemnitee in connection with such Proceeding or any claim, issue or matter therein, Proceeding, if the Indemnitee acted in good faith and in a manner which the Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Company, and Corporation (which may be negligent acts) and, with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee's that his or her conduct was unlawful. (b) Indemnification in Proceedings by or in the Right of the Company. Corporation. The Corporation shall indemnify the Indemnitee shall be entitled to in accordance with the rights provisions of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, 3(b) if the Indemnitee is, was or is threatened to be made, a party to or participant threatened to be made a party to or otherwise involved in any Proceeding brought by or in the right of the Company. Pursuant Corporation to this Section 1(b), Indemnitee shall be indemnified procure a judgment in its favor by reason of the Indemnitee's Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, against all Expenses and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred by the Indemnitee, or on behalf of the Indemnitee's behalf, Indemnitee in connection with such Proceeding Proceeding, if the Indemnitee acted in good faith and in a manner which the Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Company; provided, however, Corporation, except that, if applicable law so provides, no indemnification against such Expenses shall be made 2 under this Section 3(b) in respect of any claim, issue issue, or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company unless Corporation, unless, and only to the extent extent, that the Court of Chancery of Delaware or the State of Delaware court in which such action or suit was brought shall determine that upon application that, despite the adjudication of such indemnification may be made. (c) Indemnification for Expenses liability but in view of a Party Who all the circumstances of the case, the Indemnitee is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to or is otherwise involved 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, he shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually fairly and reasonably incurred by him entitled to indemnity for such Expenses as the Court of Chancery or on his 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 other court shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section 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. deem proper. View More

Indemnity of Indemnitee. The Company hereby agrees Subject to hold harmless Sections 6, 7 and 9, the Corporation shall indemnify the Indemnitee in connection with any Proceeding as to which the Indemnitee is, was or is threatened to be made a party (or is otherwise involved) by reason of the Indemnitee's Corporate Status, to the fullest extent permitted by law, as law (as such may be amended from time to time. time). In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Procee...dings Other Than Proceedings by or Indemnification in Third-Party Proceedings. The Corporation shall indemnify the Right Indemnitee in accordance with the provisions of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) if, by reason of his Corporate Status (as hereinafter defined), 3(a) if the Indemnitee is, was or is threatened to be made, a party to or participant threatened to be made a party to or otherwise involved in any Proceeding (as hereinafter defined) other (other than a Proceeding by or in the right of the Company. Pursuant Corporation to this procure a judgment in its favor or a Proceeding referred to in Section 1(a), Indemnitee shall be indemnified 6 below) by reason of the Indemnitee's Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, against all Expenses (as hereinafter defined), Expenses, judgments, penalties, fines fines, penalties and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, behalf of the Indemnitee in connection with such Proceeding or any claim, issue or matter therein, Proceeding, if the Indemnitee acted in good faith and in a manner which the Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Company, and Corporation and, with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee's that his or her conduct was unlawful. (b) Indemnification in Proceedings by or in the Right of the Company. Corporation. The Corporation shall indemnify the Indemnitee shall be entitled to in accordance with the rights provisions of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, 3(b) if the Indemnitee is, was or is threatened to be made, a party to or participant threatened to be made a party to or otherwise involved in any Proceeding brought by or in the right of the Company. Pursuant Corporation to this Section 1(b), Indemnitee shall be indemnified procure a judgment in its favor by reason of the Indemnitee's Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, against all Expenses and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred by the Indemnitee, or on behalf of the Indemnitee's behalf, lndemnitee in connection with such Proceeding Proceeding, if the Indemnitee acted in good faith and in a manner which the Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Company; provided, however, Corporation, except that, if applicable law so provides, no indemnification against such Expenses shall be made under this Section 3(b) in respect of any claim, issue issue, or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company unless Corporation, unless, and only to the extent extent, that the Court of Chancery of Delaware or the State of Delaware court in which such action or suit was brought shall determine that upon application that, despite the adjudication of such indemnification may be made. (c) Indemnification for Expenses liability but in view of a Party Who all the circumstances of the case, the Indemnitee is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to or is otherwise involved 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, he shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually fairly and reasonably incurred by him entitled to indemnity for such Expenses as the Court of Chancery or on his 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 other court shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section 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. deem proper. View More

Indemnity of Indemnitee. The Company hereby agrees Subject to hold harmless Sections 6, 7 and 9, the Corporation shall indemnify the Indemnitee in connection with any Proceeding as to which the Indemnitee is, was or is threatened to be made a party (or is otherwise involved) by reason of the Indemnitee's Corporate Status, to the fullest extent permitted by law, as law (as such may be amended from time to time. time). In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Procee...dings Other Than Proceedings by or Indemnification in Third-Party Proceedings. The Corporation shall indemnify the Right Indemnitee in accordance with the provisions of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) if, by reason of his Corporate Status (as hereinafter defined), 3(a) if the Indemnitee is, was or is threatened to be made, a party to or participant threatened to be made a party to or otherwise involved in any Proceeding (as hereinafter defined) other (other than a Proceeding by or in the right of the Company. Pursuant Corporation to this procure a judgment in its favor or a Proceeding referred to in Section 1(a), Indemnitee shall be indemnified 6 below) by reason of the Indemnitee's Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, against all Expenses (as hereinafter defined), Expenses, judgments, penalties, fines fines, penalties and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, behalf of the Indemnitee in connection with such Proceeding or any claim, issue or matter therein, Proceeding, if the Indemnitee acted in good faith and in a manner which the Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Company, and Corporation and, with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee's that his or her conduct was unlawful. (b) Indemnification in Proceedings by or in the Right of the Company. Corporation. The Corporation shall indemnify the Indemnitee shall be entitled to in accordance with the rights provisions of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, 3(b) if the Indemnitee is, was or is threatened to be made, a party to or participant threatened to be made a party to or otherwise involved in any Proceeding brought by or in the right of the Company. Pursuant Corporation to this Section 1(b), Indemnitee shall be indemnified procure a judgment in its favor by reason of the Indemnitee's Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, against all Expenses and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred by the Indemnitee, or on behalf of the Indemnitee's behalf, Indemnitee in connection with such Proceeding Proceeding, if the Indemnitee acted in good faith and in a manner which the Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Company; provided, however, Corporation, except that, if applicable law so provides, no indemnification against such Expenses shall be made under this Section 3(b) in respect of any claim, issue issue, or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company unless Corporation, unless, and only to the extent extent, that the Court of Chancery of Delaware or the State of Delaware court in which such action or suit was brought shall determine that upon application that, despite the adjudication of such indemnification may be made. (c) Indemnification for Expenses liability but in view of a Party Who all the circumstances of the case, the Indemnitee is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to or is otherwise involved 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, he shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually fairly and reasonably incurred by him entitled to indemnity for such Expenses as the Court of Chancery or on his 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 other court shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section 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. deem proper. View More

Indemnity of Indemnitee. The Company hereby agrees to defend, hold harmless and indemnify Indemnitee to the fullest extent permitted by applicable law, 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. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) 2(a) if, by reason of his or her Corporate Status (as hereinafter defin...ed), the or otherwise, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), 2(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), Expenses, judgments, penalties, excise taxes, fines and amounts paid or to be paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by him, Indemnitee, or on his Indemnitee's behalf, in connection with such Proceeding or any claim, issue or matter therein, if the therein until such time as it has been determined in accordance with Section 7 or 8 that Indemnitee acted (i) did not act in good faith and did not act in a manner the Indemnitee reasonably not unreasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no or (ii) did not have a reasonable cause to believe the Indemnitee's conduct was unlawful. lawful. 2 (b) Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) 2(b) if, by reason of his Indemnitee's Corporate Status, the Status or otherwise, 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. Pursuant to this Section 1(b), 2(b), Indemnitee shall be indemnified against all Expenses Expenses, judgments, penalties, fines, excise taxes and amounts paid or to be paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by the Indemnitee, or on the Indemnitee's behalf, in connection with such Proceeding if the or any claim, issue or matter therein until such time as as it has been determined in accordance with Section 7 or 8 that Indemnitee acted (i) did not act in good faith and did not act in a manner the Indemnitee reasonably not unreasonably believed to be in or not opposed to the best interests of the Company; Company, or (ii) did not have a reasonable cause to believe Indemnitee's conduct was lawful; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which it shall be finally determined (under the procedures, and subject to the presumptions, set forth in Section 7 and Section 8 hereof), that Indemnitee shall have been adjudged to be is liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made. (c) Overriding Right to Indemnification for Expenses of a Party Who is Wholly or Partly Successful. if Successful on the Merits. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, Status or otherwise, a party to or is otherwise involved 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, he shall be indemnified to the maximum extent permitted by applicable law, as such may be amended from time to time, against all Expenses Expenses, judgments, penalties, excise taxes, fines and amounts paid or to be paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by him or on his 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 him Indemnitee or on his Indemnitee's behalf in connection with (i) each successfully resolved claim, issue or matter. matter and (ii) each other claim, issue or matter not resolved in Indemnitee's favor that does not or did not involve a violation of law or a demonstration of bad faith by Indemnitee. For purposes of this Section 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

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted not prohibited by law, the Law, as such may be amended from time to time. time (but only to the extent that such amendment permits the Company to provide broader indemnification rights than the Law permitted prior to the adoption of such amendment), and to the fullest extent authorized or permitted by the provisions of Article VII, Section 7.6 of the Bylaws, as such may be amended. In furtherance ...of the foregoing indemnification, and without limiting limited the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) if, by reason of his Corporate Status (as hereinafter defined), the Indemnitee he is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, him or on his behalf, 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 therein to the best interests fullest extent not prohibited by the Law, as the same may 1 be amended from time to time (but only to the extent that such amendment permits the Company to provide broader indemnification rights than the Law permitted prior to the adoption of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee's conduct was unlawful. such amendment). (b) Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee he is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, him or on the Indemnitee's behalf, his behalf in connection with such Proceeding 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 fullest extent not prohibited by the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall Law, as the same may be made in respect of any claim, issue or matter in such Proceeding as amended from time to which Indemnitee shall have been adjudged to be liable to the Company unless and time (but only to the extent that such amendment permits the Court Company to provide broader indemnification rights than the Law permitted prior to the adoption of Chancery of the State of Delaware shall determine that such indemnification may be made. amendment). (c) Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, Agreement to the extent that Indemnitee is, by reason of his Corporate Status, a party to or is otherwise involved 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, he shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, law against all Expenses actually and reasonably incurred by him or on his 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 him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section 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

Indemnity of Indemnitee. The Company hereby agrees Subject to hold harmless Sections 6, 7 and 9, the Corporation shall indemnify the Indemnitee in connection with any Proceeding as to which the Indemnitee is, was or is threatened to be made a party (or is otherwise involved) by reason of the Indemnitee's Corporate Status, to the fullest extent permitted by law, as law (as such may be amended from time to time. time). In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Procee...dings Other Than Proceedings by or Indemnification in Third-Party Proceedings. The Corporation shall indemnify the Right Indemnitee in accordance with the provisions of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) if, by reason of his Corporate Status (as hereinafter defined), 3(a) if the Indemnitee is, was or is threatened to be made, a party to or participant threatened to be made a party to or otherwise involved in any Proceeding (as hereinafter defined) other (other than a Proceeding by or in the right of the Company. Pursuant Corporation to this procure a judgment in its favor or a Proceeding referred to in Section 1(a), Indemnitee shall be indemnified 6 below) by reason of the Indemnitee's Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, against all Expenses (as hereinafter defined), Expenses, judgments, penalties, fines fines, penalties and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, behalf of the Indemnitee in connection with such Proceeding, if the Indemnitee acted in good faith and in a manner which the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal Proceeding, had no reasonable cause to believe that his or her conduct was unlawful. (b) Indemnification in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify the Indemnitee in accordance with the provisions of this Section 3(b) if the Indemnitee was or is a party to or threatened to be made a party to or otherwise involved in any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the Indemnitee's Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, against all Expenses and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred by or on behalf of the Indemnitee in connection with such Proceeding, if the Indemnitee acted in good faith and in a manner which the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that, if applicable law so provides, no indemnification shall be made under this Section 3(b) in respect of any claim, issue, or matter as to which the Indemnitee shall have been adjudged to be liable to the Corporation, unless, and only to the extent, that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of such liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as the Court of Chancery or such other court shall deem proper. 2 4. Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee has been successful, on the merits or otherwise, in defense of any Proceeding or in defense of any claim, issue or matter therein (other than a Proceeding referred to in Section 6), the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by or on behalf of the Indemnitee in connection therewith. Without limiting the foregoing, if any Proceeding or any claim, issue or matter therein, if therein is disposed of, on the merits or otherwise (including a disposition without prejudice), without (i) the disposition being adverse to the Indemnitee, (ii) an adjudication that the Indemnitee acted was liable to the Corporation, (iii) a plea of guilty or nolo contendere by the Indemnitee, (iv) an adjudication that the Indemnitee did not act in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, Corporation, and (v) with respect to any criminal Proceeding, proceeding, an adjudication that the Indemnitee had no reasonable cause to believe the Indemnitee's his or her conduct was unlawful. (b) Proceedings by or in unlawful, the Right of the Company. Indemnitee shall be entitled considered for the purposes hereof to the rights of indemnification provided in this Section 1(b) if, by reason of his 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. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee's behalf, in connection with such Proceeding 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; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine 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 extent that Indemnitee is, by reason of his Corporate Status, a party to or is otherwise involved 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, he shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by him or on his 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 him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section 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. respect thereto. View More

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, 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. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) if, by reason of his Corporate Status (as hereinafter defined), the Indemnitee is, or is t...hreatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on his 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. (b) Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his 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. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee's behalf, in connection with such Proceeding 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; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine 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 extent that Indemnitee is, by reason of his Corporate Status, a party to or is otherwise involved 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, he shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by him or on his 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 him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section 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) Indemnification of Appointing Stockholder. If (i) Indemnitee is or was affiliated with one or more venture capital funds that has invested in the Company (an "Appointing Stockholder"), and (ii) the Appointing Stockholder is, or is threatened to be made, a party to or a participant in any Proceeding relating to or arising by reason of Appointing Stockholder's position as a stockholder of, or lender to, the Company, or Appointing Stockholder's appointment of or affiliation with Indemnitee or any other director, including without limitation any alleged misappropriation of a Company asset or corporate opportunity, any claim of misappropriation or infringement of intellectual property relating to the Company, any alleged false or misleading statement or omission made by the Company (or on its behalf) or its employees or agents, or any allegation of inappropriate control or influence over the Company or its Board members, officers, equity holders or debt holders, then the Appointing Stockholder will be entitled to all of the indemnification rights and remedies under this Agreement pursuant to this Agreement as if the Appointing Stockholder were the Indemnitee. The Company and Indemnitee agree that the Appointing Stockholder is an express third party beneficiary of the terms of this Section 1(d). View More

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, the Virginia Stock Corporation Act and Section 7.2 of the Articles, as such each may be amended from time to time. In furtherance of However, the foregoing indemnification, and without limiting the generality thereof: Company also hereby agrees that no amendment or amendments shall diminish Indemnitee's indemnification rights under this Agreement. (a) Proceedings Other Than Proceedings by ...or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) l(a) if, by reason of his Corporate Status (as hereinafter defined), the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines defined) and amounts Liabilities (as herein after defined) incurred or paid in settlement actually and reasonably incurred by him, Indemnitee, or on his Indemnitee's behalf, in connection with such Proceeding or any claim, issue or matter therein, if unless it shall ultimately be determined by final judicial decision 1 by a court of competent jurisdiction from which there is no further right to appeal ("Final Adjudication") that the Indemnitee acted engaged in good faith and in willful misconduct or a manner the Indemnitee reasonably believed to be in or not opposed to the best interests knowing violation of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee's conduct was unlawful. law. (b) Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his 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. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred or paid by the Indemnitee, or on the Indemnitee's behalf, in connection with such Proceeding if unless it shall ultimately be determined by a Final Adjudication that the Indemnitee acted engaged in good faith and in willful misconduct or a manner the Indemnitee reasonably believed to be in or not opposed knowing violation of criminal law; provided, however, only to the best interests of the Company; provided, however, if extent required by applicable law so provides, law, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court any court of Chancery of the State of Delaware competent jurisdiction shall determine that such indemnification may be made. (c) Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding and in addition to any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to or is otherwise involved 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, he shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred or paid by him Indemnitee or on his 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 or paid by him Indemnitee or on his Indemnitee's behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section 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