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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. (a) Agreement to Indemnify. (i) Indemnity Indemnification by the Company under this and the subsequent Sections shall be in Third-Party Proceedings. In accordance with, and shall not exceed what is permitted by the event Corporations Code. a. 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 (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, or by reason of anything done or not done by the Indemnitee in its favor, such capacity, then the Company shall shall, indemnify the Indemnitee from and against any and all Expenses and Other Liabilities incurred by if the Indemnitee acted in connection with (including in preparation for) such Proceeding good faith, pursuant to the fullest extent not prohibited by Corporations Code, and in a manner the provisions Indemnitee reasonably believed to be in the best interests of the Company's Certificate of Incorporation and Bylaws and Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe the General Corporation Law of Indemnitee's conduct was unlawful; b. Derivative Actions. If 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 Company, to procure a judgment in its favor, favor because the Indemnitee is or was an Agent, or by reason of anything done or not done by the Indemnitee in such capacity, the Company shall indemnify the Indemnitee from and against any and all Expenses incurred if he or she acted in good faith and in a manner the Indemnitee reasonably believed to be in the best interests of the Company; except that no indemnification under this subsection shall be made after the time for an appeal has expired, for any judgment, by a court of competent jurisdiction, as to which the Indemnitee in connection with (including in preparation for) such Proceeding shall have been finally adjudged to be liable to the fullest extent not prohibited by Company due to willful misconduct of a culpable nature in the provisions performance of the Company's Certificate of Incorporation Indemnitee's 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 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, the Indemnitee is fairly and reasonably entitled to indemnification. (b) indemnity for such amounts which the court shall deem proper; 3 c. Actions Where Indemnitee is Deceased. If the Indemnitee's estate is a party or is threatened to be made a party to any proceeding by reason of the fact that he or she is or was an Agent, or by reason of anything done or not done by the Indemnitee in any such capacity, the Company shall indemnify the Indemnitee's estate from against any and all Expenses if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and prior to, except that in a Proceeding by or in the right of the Company, no indemnification shall be due in respect of any Proceeding after the time for an appeal has expired, for any judgment, by a court of competent jurisdiction, as to which the Indemnitee shall have been finally adjudged to be liable to the Company due to willful misconduct of a culpable nature in the performance of the Indemnitee's duty to the Company,, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which the court shall deem proper; and d. 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 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 that 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 under 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
First Choice Bancorp contract
Mandatory Indemnification. Subject to the terms of this Agreement: (a) Agreement to Indemnify. (i) Indemnity in Third-Party Proceedings. In 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 anyth...ing done or not done by the Indemnitee in its favor, any such capacity, the Company shall indemnify Indemnitee from indemnify, defend and against any and all Expenses and Other Liabilities incurred by Indemnitee in connection with (including in preparation for) such Proceeding hold harmless, to the fullest extent not prohibited permitted by the provisions Articles of Association and applicable law as it presently exists or may hereafter be amended (but, in the case of an amendment 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 Companies Law, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Certificate of Incorporation or Bylaws or the DGCL permitted Company to provide prior to such amendment), the adoption Indemnitee against all Expenses and liabilities of any type whatsoever actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of such amendment). (ii) Indemnity Proceeding, provided the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or Proceeding, had no reasonable cause to believe his or her conduct was unlawful. 4 (b) Proceedings by or in the Right of the Company. In 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 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 Indemnitee from indemnify, defend and against any and all Expenses incurred by Indemnitee in connection with (including in preparation for) such Proceeding hold harmless, to the fullest extent not prohibited permitted by the provisions Articles of Association and applicable law as it presently exists or may hereafter be amended (but, in the case of an amendment of the Company's Certificate of Incorporation and Bylaws and the DGCL, as the same may be amended from time to time (but Companies Law, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Certificate of Incorporation or Bylaws or the DGCL permitted Company to provide prior to such amendment), the adoption Indemnitee against all Expenses actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of such amendment). The Company will not indemnify Proceeding, provided the Indemnitee for Expenses acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification under this Section 3(a)(ii) related 4(b) shall be made in respect to 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, Company by a court of competent jurisdiction unless and only to the extent that, that the Delaware Court of Chancery or any 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, the Indemnitee is fairly and reasonably entitled to indemnification. (b) Exception indemnity for Amounts Covered such amounts which the court shall deem proper. (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 Insurance 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 Other Sources. Notwithstanding if, prior to, during the foregoing, pendency of or after completion of such Proceeding the Indemnitee is deceased, the Company shall not indemnify, defend and hold harmless, to the fullest extent permitted by the Articles of Association and applicable law as it presently exists or may hereafter be obligated amended (but, in the case of an amendment of the Companies Law, only to indemnify Indemnitee for the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), the Indemnitee's heirs, executors and administrators against all Expenses or Other Liabilities and 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 the Indemnitee would have been paid directly entitled 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 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 reduce the Company's obligations to Indemnitee pursuant to (except as otherwise expressly provided in this Agreement. (c) Company Obligations Primary. The Company hereby acknowledges that Indemnitee may have rights to indemnification for Expenses and Other Liabilities provided by Agreement) of itself create a venture capital firm or other sponsoring organization ("Other Indemnitor"). The Company agrees with Indemnitee presumption that 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 is the indemnitor of first resort of Indemnitee or, with respect to matters for which indemnification is provided under this Agreement and any criminal action or Proceeding, that the Company will be obligated Indemnitee had reasonable cause 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 believe 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. Indemnitee's conduct was unlawful.
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Found in
NovoCure Ltd 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 Indemnitees 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 (other than an action by or in the right of the Company) by reason of the fact that the Indemnitees is or was an Indemnifiable Event, other than Agent of the Company, or by reason of anything done or not done by... the Indemnitees in any such capacity, the Company shall indemnify the Indemnitees against all Expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) actually and reasonably incurred by the Indemnitees in connection with the investigation, defense, settlement or appeal of such Proceeding, provided the Indemnitees acted in good faith and in a manner the Indemnitees reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or Proceeding, had no reasonable cause to believe his or her conduct was unlawful. (b) Derivative Actions. If the Indemnitees is a person who was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgement by reason of the fact that the Indemnitees is or was an Agent of the Company, or by reason of anything done or not done by the Indemnitees in its favor, any such capacity, the Company shall indemnify Indemnitee from and the Indemnitees against any and all Expenses actually and Other Liabilities reasonably incurred by Indemnitee the Indemnitees in connection with (including the investigation, defense, settlement or appeal of such Proceeding, provided the Indemnitees acted in preparation for) such Proceeding good faith and in a manner the Indemnitees 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 to time (but only to the extent Company; except that such amendment permits the Company to provide broader no 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 4(b) shall be made in respect to any claim, issue or matter in such Proceeding for as to which Indemnitee has the Indemnitees shall have been finally adjudged by a court to be liable to the Company, unless, Company by a court of competent jurisdiction unless and only to the extent that, 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 the Indemnitees is fairly and reasonably entitled to indemnification. (b) Exception indemnity for Amounts Covered such amounts which the Delaware Court of Chancery or such other court shall deem proper. (c) Actions where Indemnitees is Deceased. If the Indemnitees is a person who was or is a party or is threatened to be made a party to any Proceeding by Insurance reason of the fact that the Indemnitees is or was an Agent of the Company, or by reason of anything done or not done by the Indemnitees in any such capacity, and Other Sources. if, prior to, during the pendency of or after completion of such Proceeding the Indemnitees is deceased, the Company shall indemnify the Indemnitees' heirs, executors and administrators against all Expenses and liabilities of any type whatsoever to the extent the Indemnitees would have been entitled to indemnification pursuant to this Agreement were the Indemnitees 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 the Indemnitees did not act in good faith and in a manner which the Indemnitees reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal action or Proceeding, that the Indemnitees had reasonable cause to believe that the Indemnitees' conduct was unlawful. 3 (e) Limitations. Notwithstanding the foregoing, the Company shall not be obligated to indemnify Indemnitee the Indemnitees 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 Indemnitee pursuant to or on behalf of the Indemnitees 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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Found in
iBio, 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 Indemn...itee is or was an agent of the Company, or by reason of anything done or not done by 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 (including, but not limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with (including the investigation, defense, settlement or appeal of such proceeding if Indemnitee acted in preparation for) such Proceeding good faith and in a manner 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 Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee's 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 fact that Indemnitee from and is or was an agent of the Company, or by reason of anything done or not done by Indemnitee in any such capacity, against any amounts paid in settlement of any such proceeding and all Expenses expenses actually and reasonably incurred by Indemnitee in connection with (including the investigation, defense, settlement or appeal of such proceeding if Indemnitee acted in preparation for) good faith and in a manner Indemnitee 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 Indemnitee's 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
Ipsidy 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, 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) 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 the DGCL, as the same may be amended from time to time (but only to the extent Company; except that such amendment permits the Company to provide broader no 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 4(b) shall be made in respect to 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, Company by a court of competent jurisdiction unless and only to the extent that, 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, the Indemnitee is fairly and reasonably entitled to indemnification. (b) Exception indemnity for Amounts Covered such amounts which the Delaware Court of Chancery or such other court shall deem proper. (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 Insurance 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 Other Sources. if, prior to, during the pendency of or after completion of such Proceeding the Indemnitee is deceased, the Company shall indemnify the Indemnitee's heirs, executors and administrators against all Expenses and liabilities of 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 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 any criminal action or Proceeding, that the Indemnitee had reasonable cause to believe that the Indemnitee's conduct was unlawful. 4 (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 enforceable indemnity clause, by-law or agreement. (f) Witness. In the event that Indemnitee at his is not a party or her own expense of any amounts otherwise indemnifiable or obligated threatened to be made pursuant a party to this Agreement shall not reduce a Proceeding, but is subpoenaed in such a Proceeding by reason of 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 fact that the Company Indemnitee is or was an Agent of the indemnitor Company, or by reason of first resort of anything witnessed by the Indemnitee with respect to matters for which indemnification is provided under this Agreement and in that capacity, the Company will be obligated to make shall indemnify the Indemnitee against i) 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 out-of-pocket costs of any amounts paid to Indemnitee hereunder. The Company further agrees that no reimbursement of Other Liabilities type or payment of Expenses nature whatsoever (including, without limitation, all attorneys' fees and related disbursements), actually and reasonably incurred by the Other Indemnitor Indemnitee in responding to or for the benefit of such subpoena; and ii) if Indemnitee shall affect the obligations is a former Agent of the Company hereunder, at that time and that the is employed elsewhere, reasonable reimbursement for Indemnitee's time spent testifying and meeting with Company shall be obligated counsel prior to repay the Other Indemnitor for all amounts so paid or reimbursed such testimony solely to the extent that the Company has an obligation to indemnify Indemnitee prepare for such Expenses or Other Liabilities hereunder. testimony, at a rate based on Indemnitee's compensation at such employment, but not to exceed $900 per hour.
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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, 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) 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 the DGCL, as the same may be amended from time to time (but only to the extent Company; except that such amendment permits the Company to provide broader no 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 4(b) shall be made in respect to any claim, issue or matter in such Proceeding for as to 3 which the Indemnitee has shall have been finally adjudged by a court to be liable to the Company, unless, Company by a court of competent jurisdiction unless and only to the extent that, 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, the Indemnitee is fairly and reasonably entitled to indemnification. (b) Exception indemnity for Amounts Covered such amounts which the Delaware Court of Chancery or such other court shall deem proper. (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 Insurance 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 Other Sources. if, prior to, during the pendency of or after completion of such Proceeding the Indemnitee is deceased, the Company shall indemnify the Indemnitee's heirs, executors and administrators against all Expenses and liabilities of 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 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 any criminal action or Proceeding, that the Indemnitee had reasonable cause to believe that the Indemnitee's conduct was 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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NV5 Global, Inc. contract
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). To 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. Maximum Extent Permitted By Law. (b) Exception for Amounts Covered by Insurance and Other Sources. Notwithstanding the foregoing, except as provided in Section 3(c), 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 behalf) by any directors and officers, or other type, of insurance maintained by the Company or 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 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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Presbia PLC contract
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. Proceeding. (b) Exception for Amounts Covered by Insurance and Other Sources. Notwithstanding the foregoing, except as provided in Section 3(c), the Company shall not be obligated to indemnify Indemnitee for Expenses or Other Liabilities of any type whatsoever (including, but -3- 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 behalf) by any directors and officers, or other type, of insurance maintained by the Company or 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 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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Presbia PLC contract
Mandatory Indemnification. (a) Agreement The Company hereby agrees 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 hold harmless and 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 full extent not prohibited authorized or permitted by the provisions of the Company's Certificate of Incorporation and Bylaws and the General Corporation Law of the State of Delaware (the "DGCL"), Section 145, as the same such may be amended from time to time time, the Articles and the Bylaws, as such may be amended. (but only to the extent that any such amendment permits the Company to provide broader indemnification rights than the Certificate of Incorporation authorized or Bylaws or the DGCL permitted prior to the adoption of such amendment). (ii) Indemnity in In furtherance of the foregoing indemnification, and without limiting the generality thereof: (i) Proceedings Other Than 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, other than a Proceeding by reason of an Indemnifiable Event brought by or in the right of the Company, by reason of an Indemnifiable Event, 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, if Indemnitee acted in good faith and in a manner he or she reasonably believed to procure be in the best interests of the Company and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful. (ii) Proceedings by or in the Right of the Company. (A) In the event Indemnitee is a judgment person who was or is a party to or witness in its favor, or is threatened to be made a party to or witness or otherwise involved in any Proceeding brought by or in the right of the Company, by reason of an Indemnifiable Event, the Company shall indemnify Indemnitee from and against any and all Expenses incurred by Indemnitee in connection with (including in preparation for) such Proceeding Proceeding, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in the best interests of the Company. (B) Notwithstanding the foregoing, no indemnification shall be permitted under this Section 3(a)(ii) for any of the following: (1) In respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the fullest extent not prohibited by Company in the provisions performance of Indemnitee's duty to the Company's Certificate of Incorporation Company and Bylaws its shareholders, unless 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 is or was brought determines pending shall determine 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. indemnity for Expenses and then only to the extent that the court shall determine; 3 (2) Amounts paid in settling or otherwise disposing of a pending action without court approval; or (3) Expenses incurred in defending a pending action to which Indemnitee is a party or is threatened to be made a party which is settled or otherwise disposed of without court approval. (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 liability insurance, 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 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. Company.
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Parc Investments, Inc. contract
Mandatory Indemnification. Subject to the terms of this Agreement: (a) Agreement to Indemnify. (i) Indemnity in Third-Party Proceedings. In the event Third Party Actions. If Indemnitee is a person who was or is a party to or witness in or is threatened to be made a party to to, or witness in is otherwise involved 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 Indemnitee is or was... an Agent of the Company, or by reason of anything done or not done by Indemnitee in its favor, any such capacity, the Company shall indemnify Indemnitee from and against any and all Expenses and Other Liabilities liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) actually and reasonably 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 investigation, defense, settlement or Bylaws or the DGCL permitted prior to the adoption appeal of such amendment). (ii) Indemnity in Proceedings by or in the Right of the Company. In the event Proceeding. 3 (b) Derivative Actions. If 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 Indemnitee is or was an Agent of the Company, or by reason of anything done or not done by Indemnitee in its favor, any such capacity, the Company shall indemnify Indemnitee from and against any and all Expenses actually and reasonably 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 investigation, defense, settlement or Bylaws or the DGCL permitted prior to the adoption appeal of such amendment). The Company will not indemnify the Indemnitee for Expenses Proceeding; except that no indemnification under this Section 3(a)(ii) related 4(b) shall be made in respect to any claim, issue or matter in such Proceeding for as to which Indemnitee has shall have been finally adjudged by a court to be liable to the Company, unless, Company by a court of competent jurisdiction unless and only to the extent that, 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 is fairly and reasonably entitled to indemnification. (b) Exception indemnity for Amounts Covered such amounts which the Delaware Court of Chancery or such other court shall deem proper. (c) Actions where Indemnitee is Deceased. If Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding by Insurance reason of the fact that Indemnitee is or was an Agent of the Company, or by reason of anything done or not done by Indemnitee in any such capacity, and Other Sources. if, prior to, during the pendency of or after completion of such Proceeding Indemnitee is deceased, the Company shall indemnify Indemnitee's heirs, executors and administrators against all Expenses and liabilities of any type whatsoever to the extent Indemnitee would have been entitled to indemnification pursuant to this Agreement were 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 Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal action or Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee's conduct was unlawful. (e) Limitations. Notwithstanding the foregoing, provisions of Sections 4(a), 4(b), 4(c) and 4(d) hereof, the Company shall not be obligated to indemnify 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 for which payment (and 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 Company's indemnification obligations under this Agreement shall not reduce be reduced by such payment) is actually made to or on behalf of Indemnitee, by the Company's obligations Company or otherwise, under an insurance policy, or under a valid and enforceable indemnity clause, by-law or agreement; and, in the event the Company has previously made a payment 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 an Expense or other sponsoring organization ("Other Indemnitor"). The Company agrees with Indemnitee that the Company is the indemnitor liability of first resort of Indemnitee with respect to matters any type whatsoever for which indemnification payment is provided under this Agreement and that the Company will be obligated to make all payments due actually made to or for the benefit on behalf of Indemnitee under this Agreement without regard an insurance policy, or under a valid and enforceable indemnity clause, by-law or agreement, Indemnitee shall return 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 subsequently received by the Other Indemnitor to or for the benefit Indemnitee from such other source 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. indemnification.
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Found in
AXIOM OIL & GAS CORP. contract
