Mandatory Indemnification. (a) Agreement to Indemnify.
(i) Indemnity in Third-Party Proceedings. In the event Indemnitee is a person who was or is a party to or
witness witness, affiant or deponent in or is threatened to be made a party to or
witness witness, affiant or deponent in any Proceeding by reason of an Indemnifiable Event,
other than a Proceeding by or in the right of the Company to procure a judgement in its favor, the Company shall indemnify Indemnitee from and against any and all Expenses and Other Liabilitie
...s incurred by Indemnitee in connection with (including in preparation for) such Proceeding to the fullest extent not prohibited by the provisions of the Company's Certificate of Incorporation and or Bylaws and the General Corporation Law of the State of Delaware (the "DGCL"), GCL, as the same may be amended from time to time (but only to the extent that such amendment permits the Company to provide broader indemnification rights than the Company's Certificate of Incorporation or Bylaws or the DGCL GCL permitted prior to the adoption of such amendment). (ii) Indemnity in Proceedings by or in the Right of the Company. In the event Indemnitee is a person who was or is a party to or witness in or is threatened to be made a party to or witness in any Proceeding by reason of an Indemnifiable Event by or in the right of the Company to procure a judgment in its favor, the Company shall indemnify Indemnitee from and against any and all Expenses incurred by Indemnitee in connection with (including in preparation for) such Proceeding to the fullest extent not prohibited by the provisions of the Company's Certificate of Incorporation and Bylaws and the DGCL, as the same may be amended from time to time (but only to the extent that such amendment permits the Company to provide broader indemnification rights than the Certificate of Incorporation or Bylaws or the DGCL permitted prior to the adoption of such amendment). The Company will not indemnify the Indemnitee for Expenses under this Section 3(a)(ii) related to any claim, issue or matter in such Proceeding for which Indemnitee has been finally adjudged by a court to be liable to the Company, unless, and only to the extent that, the Delaware Court of Chancery or any court in which the Proceeding was brought determines upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification. 3 (b) Exception for Amounts Covered by Insurance and Other Sources. Notwithstanding the foregoing, the Company shall not be obligated to indemnify Indemnitee for Expenses or Other Liabilities of any type whatsoever (including, but not limited to judgments, fines, penalties, ERISA excise taxes or penalties and amounts paid in settlement) to the extent such have been paid directly to Indemnitee (or paid directly to a third party on Indemnitee's behalf); provided, however, that payment made to Indemnitee pursuant to an behalf) by any directors and officers, or other type, of insurance policy purchased and maintained by Indemnitee at his or her own expense of any amounts otherwise indemnifiable or obligated to be made pursuant to this Agreement shall not reduce the Company's obligations to Indemnitee pursuant to this Agreement. (c) Company Obligations Primary. The Company hereby acknowledges that Indemnitee may have rights to indemnification for Expenses and Other Liabilities provided by a venture capital firm or other sponsoring organization ("Other Indemnitor"). The Company agrees indemnity arrangements with Indemnitee that the Company is the indemnitor of first resort of Indemnitee with respect to matters for which indemnification is provided under this Agreement and that the Company will be obligated to make all payments due to or for the benefit of Indemnitee under this Agreement without regard to any rights that Indemnitee may have against the Other Indemnitor. The Company hereby waives any equitable rights to contribution or indemnification from the Other Indemnitor in respect of any amounts paid to Indemnitee hereunder. The Company further agrees that no reimbursement of Other Liabilities or payment of Expenses by the Other Indemnitor to or for the benefit of Indemnitee shall affect the obligations of the Company hereunder, and that the Company shall be obligated to repay the Other Indemnitor for all amounts so paid or reimbursed to the extent that the Company has an obligation to indemnify Indemnitee for such Expenses or Other Liabilities hereunder. third parties.
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Mandatory Indemnification.
(a) Agreement Subject to
Indemnify. (i) Indemnity in Section 9 below, the Company hereby agrees to hold harmless and indemnify the 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: 4.1 Third-Party
Proceedings. In Actions. If the
event Indemnitee is a person who was or is a party
to or witness in or is threatened to be made a party to
or witness in any
Proceedin...g by reason of proceeding (except an Indemnifiable Event, other than a Proceeding action by or in the right of the Company to procure a judgement Company) by reason of the fact that the Indemnitee is or was an agent of the Company, or by reason of anything done or not done by the Indemnitee in its favor, the Company shall indemnify Indemnitee from and any such capacity, against any and all Expenses expenses and Other Liabilities liabilities of any type whatsoever incurred by the Indemnitee in connection with (including such proceeding if (a) the Indemnitee acted in preparation for) such Proceeding good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the fullest extent not prohibited by the provisions best interests of the Company's Certificate of Incorporation and Bylaws and Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe the General Corporation Law Indemnitee's conduct was unlawful, or (b) the Indemnitee, if a director or an officer of the State of Delaware (the "DGCL"), as the same may be amended from time Company, did not act or fail to time (but only to the extent act in a manner that such amendment permits the Company to provide broader indemnification rights than the Certificate of Incorporation or Bylaws or the DGCL permitted prior to the adoption of such amendment). (ii) Indemnity in Proceedings by or in the Right constituted a breach of the Company. In Indemnitee's fiduciary duties as a director or an officer or such Indemnitee's breach of those duties did not involve intentional misconduct, fraud, or a knowing violation of law; and 4.2 Derivative Actions. If the event Indemnitee is a person who was or is a party to or witness in or is threatened to be made a party to or witness in any Proceeding by reason of an Indemnifiable Event proceeding by or in the right of the Company to procure a judgment in its favor, favor by reason of the Company shall indemnify fact that the Indemnitee from and is or was an agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, against any and all Expenses expenses and liabilities incurred by the Indemnitee in connection with (including such proceeding if (a) the Indemnitee acted in preparation for) good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, or (b) the Indemnitee, if a director or an officer of the Company, did not act or fail to act in a manner that constituted a breach of the Indemnitee's fiduciary duties as a director or an officer or such Proceeding Indemnitee breach of those duties involved intentional misconduct, fraud, or a knowing violation of law; except that no indemnification under this subsection shall be made in respect of any claim, issue, or matter as to which the Indemnitee shall have been adjudged by a court of competent jurisdiction, after the exhaustion of all appeals therefrom, to be liable to the fullest extent not prohibited by Company or for amounts paid in settlement to the provisions of the Company's Certificate of Incorporation Company, unless and Bylaws and the DGCL, as the same may be amended from time to time (but only to the extent that such amendment permits the Company to provide broader indemnification rights than the Certificate of Incorporation or Bylaws or the DGCL permitted prior to the adoption of such amendment). The Company will not indemnify the Indemnitee for Expenses under this Section 3(a)(ii) related to any claim, issue or matter in such Proceeding for which Indemnitee has been finally adjudged by a court to be liable to the Company, unless, and only to the extent that, the Delaware Court of Chancery or any court in which the Proceeding such proceeding was brought or another court of competent jurisdiction determines upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably reasonable entitled to indemnification. (b) indemnity for such expenses as the court deems proper; and 2 4.3 Exception for Amounts Covered by Insurance and Other Sources. Insurance. Notwithstanding the foregoing, the Company shall not be obligated to indemnify the Indemnitee for Expenses expenses or Other Liabilities liabilities of any type whatsoever (including, but not limited to to, judgments, fines, penalties, ERISA excise taxes or penalties penalties, and amounts paid in settlement) to the extent such have been paid directly to the Indemnitee (or paid directly to a third party on Indemnitee's behalf); provided, however, that payment made to Indemnitee pursuant to an insurance policy purchased and maintained by Indemnitee at his or her own expense of any amounts otherwise indemnifiable or obligated to be made pursuant to this Agreement shall not reduce the Company's obligations to Indemnitee pursuant to this Agreement. (c) Company Obligations Primary. The Company hereby acknowledges that Indemnitee may have rights to indemnification D&O Insurance. 4.4 Indemnification for Expenses and Other Liabilities provided by as a venture capital firm or Witness. Notwithstanding any other sponsoring organization ("Other Indemnitor"). The Company agrees with Indemnitee that the Company is the indemnitor provision of first resort of Indemnitee with respect to matters for which indemnification is provided under this Agreement and that the Company will be obligated to make all payments due to or for the benefit of Indemnitee under this Agreement without regard to any rights that Indemnitee may have against the Other Indemnitor. The Company hereby waives any equitable rights to contribution or indemnification from the Other Indemnitor in respect of any amounts paid to Indemnitee hereunder. The Company further agrees that no reimbursement of Other Liabilities or payment of Expenses by the Other Indemnitor to or for the benefit of Indemnitee shall affect the obligations of the Company hereunder, and that the Company shall be obligated to repay the Other Indemnitor for all amounts so paid or reimbursed Agreement, to the extent that Indemnitee is, by reason of the Company has Indemnitee's status as an obligation agent of the Company, a witness, or is made (or asked) to indemnify respond to discovery requests, in any proceeding to which Indemnitee for such Expenses is not a party, the Indemnitee shall be indemnified against all expenses and liabilities of any type whatsoever actually and reasonably incurred by him or Other Liabilities hereunder. her or on his or her behalf in connection therewith.
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Mandatory Indemnification.
(a) Agreement Subject to
Indemnify. (i) Indemnity in Section 9 below, the Company hereby agrees to hold harmless and indemnify the 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: 4.1 Third-Party
Proceedings. In Actions. If the
event Indemnitee is a person who was or is a party
to or witness in or is threatened to be made a party to
or witness in any
Proceedin...g by reason of proceeding (except an Indemnifiable Event, other than a Proceeding action by or in the right of the Company to procure a judgement Company) by reason of the fact that the Indemnitee is or was an agent of the Company, or by reason of anything done or not done by the Indemnitee in its favor, the Company shall indemnify Indemnitee from and any such capacity, against any and all Expenses expenses and Other Liabilities liabilities of any type whatsoever incurred by the Indemnitee in connection with (including such proceeding if (a) the Indemnitee acted in preparation for) such Proceeding good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the fullest extent not prohibited by the provisions best interests of the Company's Certificate of Incorporation and Bylaws and Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe the General Corporation Law Indemnitee's conduct was unlawful, or (b) the Indemnitee, if a director or an officer of the State of Delaware (the "DGCL"), as the same may be amended from time Company, did not act or fail to time (but only to the extent act in a manner that such amendment permits the Company to provide broader indemnification rights than the Certificate of Incorporation or Bylaws or the DGCL permitted prior to the adoption of such amendment). (ii) Indemnity in Proceedings by or in the Right constituted a breach of the Company. In Indemnitee's fiduciary duties as a director or an officer or such Indemnitee's breach of those duties did not involve intentional misconduct, fraud, or a knowing violation of law; and 2 4.2 Derivative Actions. If the event Indemnitee is a person who was or is a party to or witness in or is threatened to be made a party to or witness in any Proceeding by reason of an Indemnifiable Event proceeding by or in the right of the Company to procure a judgment in its favor, favor by reason of the Company shall indemnify fact that the Indemnitee from and is or was an agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, against any and all Expenses expenses and liabilities incurred by the Indemnitee in connection with (including such proceeding if (a) the Indemnitee acted in preparation for) good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, or (b) the Indemnitee, if a director or an officer of the Company, did not act or fail to act in a manner that constituted a breach of the Indemnitee's fiduciary duties as a director or an officer or such Proceeding Indemnitee breach of those duties involved intentional misconduct, fraud, or a knowing violation of law; except that no indemnification under this subsection shall be made in respect of any claim, issue, or matter as to which the Indemnitee shall have been adjudged by a court of competent jurisdiction, after the exhaustion of all appeals therefrom, to be liable to the fullest extent not prohibited by Company or for amounts paid in settlement to the provisions of the Company's Certificate of Incorporation Company, unless and Bylaws and the DGCL, as the same may be amended from time to time (but only to the extent that such amendment permits the Company to provide broader indemnification rights than the Certificate of Incorporation or Bylaws or the DGCL permitted prior to the adoption of such amendment). The Company will not indemnify the Indemnitee for Expenses under this Section 3(a)(ii) related to any claim, issue or matter in such Proceeding for which Indemnitee has been finally adjudged by a court to be liable to the Company, unless, and only to the extent that, the Delaware Court of Chancery or any court in which the Proceeding such proceeding was brought or another court of competent jurisdiction determines upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably reasonable entitled to indemnification. (b) indemnity for such expenses as the court deems proper; and 4.3 Exception for Amounts Covered by Insurance and Other Sources. Insurance. Notwithstanding the foregoing, the Company shall not be obligated to indemnify the Indemnitee for Expenses expenses or Other Liabilities liabilities of any type whatsoever (including, but not limited to to, judgments, fines, penalties, ERISA excise taxes or penalties penalties, and amounts paid in settlement) to the extent such have been paid directly to the Indemnitee (or paid directly to a third party on Indemnitee's behalf); provided, however, that payment made to Indemnitee pursuant to an insurance policy purchased and maintained by Indemnitee at his or her own expense of any amounts otherwise indemnifiable or obligated to be made pursuant to this Agreement shall not reduce the Company's obligations to Indemnitee pursuant to this Agreement. (c) Company Obligations Primary. The Company hereby acknowledges that Indemnitee may have rights to indemnification D&O Insurance. 4.4 Indemnification for Expenses and Other Liabilities provided by as a venture capital firm or Witness. Notwithstanding any other sponsoring organization ("Other Indemnitor"). The Company agrees with Indemnitee that the Company is the indemnitor provision of first resort of Indemnitee with respect to matters for which indemnification is provided under this Agreement and that the Company will be obligated to make all payments due to or for the benefit of Indemnitee under this Agreement without regard to any rights that Indemnitee may have against the Other Indemnitor. The Company hereby waives any equitable rights to contribution or indemnification from the Other Indemnitor in respect of any amounts paid to Indemnitee hereunder. The Company further agrees that no reimbursement of Other Liabilities or payment of Expenses by the Other Indemnitor to or for the benefit of Indemnitee shall affect the obligations of the Company hereunder, and that the Company shall be obligated to repay the Other Indemnitor for all amounts so paid or reimbursed Agreement, to the extent that Indemnitee is, by reason of the Company has Indemnitee's status as an obligation agent of the Company, a witness, or is made (or asked) to indemnify respond to discovery requests, in any proceeding to which Indemnitee for such Expenses is not a party, the Indemnitee shall be indemnified against all expenses and liabilities of any type whatsoever actually and reasonably incurred by him or Other Liabilities hereunder. her or on his or her behalf in connection therewith.
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