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Mandatory Indemnification Clause Example with 40 Variations from Business Contracts
This page contains Mandatory Indemnification clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
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 in or is threatened to be made a party to or witness 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 Liabilities 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 General Corporation Law of the State of Delaware (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). (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. (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 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 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.
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Variations of a "Mandatory Indemnification" Clause from Business Contracts
Mandatory Indemnification. The Company shall indemnify the Indemnitee from: (a) Agreement to Indemnify. (i) Indemnity in Third-Party Proceedings. In Third Party 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 the fact that he or she is or was an Indemnifiable Event, other than a Proceeding by or in the right Agent of the Company to procure a judgement Company, or by reason of anything done or not done by hi...m or her in its favor, the Company shall indemnify Indemnitee from and any such capacity, against any and all Expenses and Other Liabilities liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) actually and reasonably incurred by Indemnitee him or her in connection with (including in preparation for) the investigation, defense, settlement or appeal of such Proceeding if he or she acted in good faith and in a manner he or she 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 Company, and, with respect to any criminal action or Proceeding, had no reasonable cause to believe his or her conduct was unlawful; and Bylaws and (b) Derivative Actions. If the General Corporation Law of the State of Delaware (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). (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, favor by reason of the Company shall indemnify Indemnitee from and fact that he or she is or was an Agent of the Company, or by reason of anything done or not done by him or her in any such capacity, against any amounts paid in settlement of any such Proceeding and all Expenses actually and reasonably incurred by Indemnitee him or her in connection with (including in preparation for) the investigation, defense, settlement, or appeal of such Proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the fullest extent not prohibited by the provisions best interests of the Company's Certificate Company; except that no indemnification under this subsection shall be 2 made in respect of Incorporation any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the Company after the time for an appeal has expired by a court of competent jurisdiction due to willful misconduct of a culpable nature in the performance of his or her duty to the 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 the court in which the such Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee such person is fairly and reasonably entitled to indemnification. (b) indemnity for such amounts which the Court of Chancery or such other court shall deem proper; and (c) 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 or Other Liabilities liabilities of any type whatsoever (including, but not limited to to, judgments, fines, penalties, fees, ERISA excise taxes or penalties penalties, and amounts paid in settlement) to the extent such which 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 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 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. D&O Insurance.
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Found in
Chaparral Energy, Inc. contract
Mandatory Indemnification. (a) Agreement Subject to Indemnify. (i) Indemnity in Third-Party Proceedings. In Section 9 below, the event Company shall indemnify the Indemnitee: 4.1 Third Party Actions. If the 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 proceeding (other than 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 he is ...or was an agent of the Company, or by reason of anything done or not done by him 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 (including, but not limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee him in connection with (including the investigation, defense, settlement or appeal of such proceeding if he acted in preparation for) such Proceeding good faith and in a manner he 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 Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; and Bylaws and 4.2 Derivative Actions. If the General Corporation Law of the State of Delaware (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). (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 proceeding by or in the right of the Company to procure a judgment in its favor, favor by reason of the Company shall indemnify Indemnitee from and fact that he is or was an agent of the Company, or by reason of anything done or not done by him in any such capacity, against any amounts paid in settlement of any such proceeding and all Expenses expenses actually and reasonably incurred by Indemnitee him in connection with (including the investigation, defense, settlement or appeal of such proceeding if he acted in preparation for) good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company; except that no indemnification under this subsection shall be made in respect of any claim, issue or matter as to which such Proceeding person shall have been finally adjudged to be liable to the fullest extent not prohibited Company by a court of competent jurisdiction due to willful misconduct of a culpable nature in the provisions performance of his duty to 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 the court in which the Proceeding such proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee such person is fairly and reasonably entitled to indemnification. (b) indemnity for such amounts which the Court of Chancery or such other court shall deem 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 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 for Expenses and Other Liabilities provided by a venture capital firm or other sponsoring organization ("Other Indemnitor"). The Company agrees 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. D&O Insurance.
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Found in
Gopher Protocol Inc. contract
Mandatory Indemnification. (a) Agreement Subject to Indemnify. (i) Indemnity in Third-Party Proceedings. In Section 9 below, the event Company shall indemnify the Indemnitee: 4.1 Third Party Actions. If the 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 proceeding (other than 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 he is ...or was an agent of the Company, or by reason of anything done or not done by him 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 (including, but not limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee him in connection with (including the investigation, defense, settlement or appeal of such proceeding if he acted in preparation for) such Proceeding good faith and in a manner he 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 Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; and Bylaws and 2 4.2 Derivative Actions. If the General Corporation Law of the State of Delaware (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). (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 proceeding by or in the right of the Company to procure a judgment in its favor, favor by reason of the Company shall indemnify Indemnitee from and fact that he is or was an agent of the Company, or by reason of anything done or not done by him in any such capacity, against any amounts paid in settlement of any such proceeding and all Expenses expenses actually and reasonably incurred by Indemnitee him in connection with (including the investigation, defense, settlement or appeal of such proceeding if he acted in preparation for) good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company; except that no indemnification under this subsection shall be made in respect of any claim, issue or matter as to which such Proceeding person shall have been finally adjudged to be liable to the fullest extent not prohibited Company by a court of competent jurisdiction due to willful misconduct of a culpable nature in the provisions performance of his duty to 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 the court in which the Proceeding such proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee such person is fairly and reasonably entitled to indemnification. (b) indemnity for such amounts which the Court of Chancery or such other court shall deem 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 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 for Expenses and Other Liabilities provided by a venture capital firm or other sponsoring organization ("Other Indemnitor"). The Company agrees 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. D&O Insurance.
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Found in
Gopher Protocol Inc. contract
Mandatory Indemnification. (a) Agreement Subject to Indemnify. (i) Section 8 below: 3.1 Indemnity in Third-Party Proceedings. In Proceedings Other than Proceedings by or in the event Right of the Company. The Company shall indemnify and hold harmless Indemnitee is a person who in accordance with the provisions of this Section 3.1 if the Indemnitee was or is a party to or witness in made, or is threatened to be made made, a party to or a participant in (as a witness in or otherwise) any Proceeding by reason of an Indemnifi...able Event, other (other than a Proceeding by or in the right of the Company to procure a judgement judgment in its favor, favor) by reason of the Company fact that he or she is or was an officer, director or Agent, or by reason of anything done or not done by him or her in such capacity. The Indemnitee shall indemnify Indemnitee from and be indemnified under this Section 3.1 against any and all Expenses and Other Liabilities judgments, liabilities, Fines, penalties, amounts paid in settlement, and all interest, assessments and other charges paid or payable in connection with or in respect of any of the foregoing (collectively, "Losses") actually and reasonably incurred by the Indemnitee or that may be incurred on behalf of the Indemnitee in connection with (including such Proceeding, or any action, discovery event, claim, issue or matter therein or related thereto, if the Indemnitee acted in preparation for) such Proceeding good faith and in a manner he or she 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 the General Corporation Law of the State of Delaware (the "DGCL"), as the same may be amended from time Company and, with respect to time (but only any criminal Proceeding, had no reasonable cause to the extent believe that such amendment permits the Company to provide broader indemnification rights than the Certificate of Incorporation his or Bylaws or the DGCL permitted prior to the adoption of such amendment). (ii) her conduct was unlawful; 3.2 Indemnity in Proceedings by or in the Right of the Company. In The Company shall indemnify and hold harmless the event Indemnitee is a person who in accordance with the provisions of this Section 3.2 if the Indemnitee was or is a party to or witness in made, or is threatened to be made made, a party to or a participant in (as a witness in or otherwise) any Proceeding by reason of an Indemnifiable Event by or in the right of the Company to procure a judgment in its favor, favor by reason of the Company fact that he/she is or was an officer, director or Agent, or by reason of anything done or not done by him or her in such capacity. The Indemnitee shall indemnify Indemnitee from and be indemnified under this Section 3.2 against any and all Expenses actually and reasonably incurred by Indemnitee him or her in connection with (including such Proceeding, or any action, discovery event, claim, issue or matter therein or related thereto, if he or she acted in preparation for) such Proceeding good faith and in a manner he or she 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 the DGCL, as the same may Company; provided, however, that no indemnification shall 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 made under this Section 3(a)(ii) related to 3.2 in respect of any claim, issue or matter in such Proceeding for as to which the Indemnitee has shall have been finally adjudged by a court to be liable to the Company, unless, unless and only to the extent that, that the Delaware Court of Chancery or any court in which the Proceeding proceeding is or was brought determines pending shall have determined upon application by Indemnitee that, despite the adjudication of liability but in view of all of the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnification. (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 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 indemnity for Expenses and Other Liabilities provided by a venture capital firm or other sponsoring organization ("Other Indemnitor"). The Company agrees 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 then only to the extent that the court shall determine; 2 3.3 Additional Indemnification. Notwithstanding any limitations in Sections 3.1 or 3.2 hereof, the Company has shall indemnify and hold harmless the Indemnitee in accordance with the provisions of this Section 3.3 to the fullest extent permitted by law (including, without limitation (i) to the fullest extent authorized or permitted by the provisions of the Law as in effect as of the date of this Agreement that authorize or contemplate indemnification by the Company of the Indemnitee in his or her capacity as an obligation officer, director or Agent and (ii) to the fullest extent authorized or permitted by any amendments or additions to or replacements of such provisions which are adopted after the date of this Agreement that increase the extent to which a corporation may indemnify such a Person in such a capacity). The Indemnitee for shall be indemnified under this Section 3.3 against all Expenses and Losses actually and reasonably incurred by the Indemnitee or that may be incurred on behalf of the Indemnitee in connection with any Proceeding, or any action, discovery event, claim, issue or matter therein or related thereto, by reason of the fact that he or she is or was an officer, director or Agent, or by reason of anything done or not done by him or her in such capacity; and 3.4 Expenses as a Witness. Notwithstanding the foregoing, to the extent that, by reason of his or Other Liabilities hereunder. her status as an officer, director or Agent, the Indemnitee is a witness in any Proceeding to which the Indemnitee is not a party, the Company shall indemnify and hold harmless the Indemnitee against all Expenses actually and reasonably incurred by the Indemnitee or on his or her behalf in connection therewith.
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Found in
Nextracker Inc. contract
Mandatory Indemnification. (a) Agreement Subject to Indemnify. (i) Indemnity in Section 9 below, the Company shall indemnify the Indemnitee: 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 Proceeding 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 w...as 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 3 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 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 for Expenses and Other Liabilities provided by a venture capital firm or other sponsoring organization ("Other Indemnitor"). The Company agrees 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. by D&O Insurance.
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Mandatory Indemnification. (a) Agreement Subject to Indemnify. (i) Indemnity in Section 9 below, the Company shall indemnify the Indemnitee: 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 Proceeding 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 w...as the 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 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, unless either the Indemnitee's act or failure to act constituted a breach of the State of Delaware (the "DGCL"), Indemnitee's fiduciary duties 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 a director or Bylaws officer or the DGCL permitted prior to Indemnitee's breach of those duties involved intentional misconduct, fraud, or a knowing violation of law; and 4.2 Derivative Actions. If 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 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 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 best interests of the Company, unless either the Indemnitee's act or failure to act constituted a breach of the Indemnitee's fiduciary duties as a director or officer or the Indemnitee's 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 3 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 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 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 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. by D&O Insurance.
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CaliberCos Inc. contract
Mandatory Indemnification. Subject to the terms of this Agreement: (a) Agreement to Indemnify. (i) Indemnity in Third-Party Proceedings. In Third Party 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 (other than 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, any such capacity, the Company shall indemnify the Indemnitee from and against any and all Expenses and Other Liabilities liabilities of any type whatsoever (including, but not limited to, losses, damages, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) actually and reasonably incurred by the Indemnitee in connection with (including the investigation, defense, settlement or appeal of such Proceeding, provided 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 his or her conduct was unlawful. (b) Derivative Actions. If the General Corporation Law of the State of Delaware (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). (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 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, any such capacity, the Company shall indemnify the Indemnitee from and against any and all Expenses actually and reasonably incurred by the Indemnitee in connection with (including the investigation, defense, settlement or appeal of such Proceeding, provided 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. (c) Actions where Indemnitee is Deceased. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding 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 any such capacity, and if, prior to, during the pendency of, or after completion of such Proceeding to the fullest extent not prohibited by Indemnitee is deceased, the provisions Company shall indemnify the Indemnitee's spouse, heirs, executors and administrators against all Expenses and liabilities of the Company's Certificate of Incorporation and Bylaws and the DGCL, as the same may be amended from time to time (but only any type whatsoever to the extent the Indemnitee would have been entitled to indemnification pursuant to this Agreement were the Indemnitee still alive. (d) Certain Terminations. The termination of any Proceeding or of any claim, issue, or matter therein by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself create a presumption that such amendment permits the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to provide broader indemnification rights than the Certificate of Incorporation any criminal action or Bylaws or the DGCL permitted prior to the adoption of such amendment). The Company will not indemnify Proceeding, that the Indemnitee for Expenses under this Section 3(a)(ii) related had reasonable cause to any claim, issue or matter in such Proceeding for which Indemnitee has been finally adjudged by a court to be liable to believe that the Company, unless, and only to the extent that, the Delaware Court of Chancery or any court in which the Proceeding Indemnitee's conduct 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. (b) Exception for Amounts Covered by Insurance and Other Sources. unlawful. (e) Limitations. Notwithstanding the foregoing, the Company shall not be obligated to indemnify the Indemnitee for Expenses or Other Liabilities 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 for which payment is actually made to or on behalf of the Indemnitee pursuant to under an insurance policy purchased policy, or under a valid and maintained by Indemnitee at his enforceable indemnity clause, by-law 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 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. agreement.
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Mandatory Indemnification. The Company shall indemnify the Indemnitee: (a) Agreement to Indemnify. (i) Indemnity in Third-Party Proceedings. In Third Party 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 proceeding (other than 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 he or she is or was an agent of the... Company, or by reason of anything done or not done by him or her 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 (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) actually and reasonably incurred by Indemnitee him or her in connection with (including such proceeding if he or she acted in preparation for) such Proceeding good faith and in a manner he or she 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 Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; and Bylaws and (b) Derivative Actions. If the General Corporation Law of the State of Delaware (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). (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 proceeding by or in the right of the Company to procure a judgment in its favor, favor by reason of the Company shall indemnify Indemnitee from fact that he or she is or was an agent of the Company, or by reason of anything done or not done by him or her in any such capacity, against all expenses actually and against any and all Expenses reasonably incurred by Indemnitee him or her in connection with (including such proceeding if he or she acted in preparation for) such Proceeding good faith and in a manner he or she reasonably believed to be in or not opposed to the fullest extent not prohibited by the provisions best interests of the Company's Certificate Company; except that no indemnification under this subsection shall be made in respect of Incorporation any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the 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 of the State of Delaware or any the court in which the Proceeding such proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee such person is fairly and reasonably entitled to indemnification. (b) Exception indemnity for Amounts Covered such amounts which the Court of Chancery of the State of Delaware or such other court shall deem proper; (c) Notwithstanding any other provision in this Agreement, to the extent that the Indemnitee is, by Insurance reason of his or her status as an agent of the Company, a witness in any proceeding to which the Indemnitee is not a party, the Company shall indemnify the Indemnitee against all expenses actually and Other Sources. reasonably paid or incurred by the Indemnitee on his or her behalf in connection therewith; and (d) 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 which have been paid directly to the Indemnitee (or by or under the terms of D&O Insurance. 3 of 9 5. 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 limited to, judgments, fines, ERISA excise taxes or penalties, and amounts 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 in settlement) incurred by Indemnitee at his him or her own expense of any amounts otherwise indemnifiable or obligated to be made pursuant to this Agreement shall in a proceeding but 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 entitled, however, to indemnification for Expenses and Other Liabilities provided by a venture capital firm or other sponsoring organization ("Other Indemnitor"). The Company agrees 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 total amount thereof, the Company shall be obligated to repay nevertheless indemnify 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. total amount except as to the portion thereof to which the Indemnitee is not entitled to indemnification.
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Forestar Group Inc. contract
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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