Partial Indemnification Contract Clauses (543)

Grouped Into 17 Collections of Similar Clauses From Business Contracts

This page contains Partial Indemnification clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines or amounts paid in settlement, actually and reasonably incurred in connection with a Proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses, judgments, fines and amounts paid in settlement to which Indemnitee is entitled.
Found in ASTA FUNDING INC contract
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Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, expenses, judgments, fines or amounts paid in settlement, penalties actually and or reasonably incurred in connection with a Proceeding, the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such ...Expenses, expenses, judgments, fines and amounts paid in settlement or penalties to which Indemnitee is entitled. View More
Found in Eason Education Kingdom Holdings, Inc. contract
Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company Corporation for some or a portion of the Expenses, judgments, fines penalties or amounts paid in settlement, settlement actually and reasonably incurred by Indemnitee or on Indemnitee's behalf in connection with a Proceeding, any Proceeding but not, however, for the total amount thereof, the Company Corporation shall nevertheless indemnify Indemnitee for the portion of such Expenses, judgments, fine...s and fines, penalties or amounts paid in settlement to which Indemnitee is entitled. View More
Found in TechCare Corp. contract
Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, expenses, judgments, fines or amounts paid in settlement, penalties actually and or reasonably incurred in connection with a Proceeding, the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such ...Expenses, expenses, judgments, fines and amounts paid in settlement or penalties to which Indemnitee is entitled. View More
Found in Applied BioSciences Corp. contract
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Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion of Expenses incurred in connection with any Claim, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses to which Indemnitee is entitled.
Found in Force Protection Video Equipment Corp. contract
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Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company Corporation for a portion of Expenses incurred in connection with any Claim, Expenses, but not, however, for the total amount thereof, the Company Corporation shall nevertheless indemnify Indemnitee for the portion of such Expenses to which Indemnitee is entitled.
Found in Targa Resources Partners LP contract
Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company Corporation for a portion of Expenses incurred in connection with any Claim, Expenses, but not, however, for the total amount thereof, the Company Corporation shall nevertheless indemnify Indemnitee for the portion of such Expenses to which Indemnitee is entitled.
Found in Targa Resources Corp. contract
Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses incurred in connection with any Claim, Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses thereof to which Indemnitee is entitled.
Found in Alector, Inc. contract
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Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement or otherwise to indemnification by the Company for some or a portion of the costs, losses, Expenses, liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such liabilities, judgments, penalties, fines and amounts paid in settlement) incurred by Indemnitee or on behalf of Indemnitee in connection with a Proceed...ing or any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by law, indemnify Indemnitee to the fullest extent to which Indemnitee is entitled to such indemnification. View More
Found in The Michaels Companies Inc contract
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Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement or otherwise to indemnification by the Company for some or a portion of the costs, losses, Expenses, liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such liabilities, judgments, penalties, fines and amounts paid in settlement) incurred by Indemnitee or on behalf of Indemnitee in connection with a Proceed...ing or any claim, issue or matter therein, in whole or in part, but not, however, for the total amount thereof, the Company shall, to the fullest extent permitted by law, shall indemnify Indemnitee to the fullest extent for that portion thereof to which Indemnitee is entitled to such indemnification. entitled. View More
Found in Fogo Hospitality, Inc. contract
Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement or otherwise to indemnification by any of the Company Quintiles IMS Companies for some or a portion of the costs, losses, Expenses, liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such liabilities, judgments, penalties, fines and amounts paid in settlement) incurred by Indemnitee or on behalf of Indemnit...ee in connection with a Proceeding or any claim, issue or matter therein, in whole or in part, the Company Quintiles IMS Companies shall, to the fullest extent permitted by law, indemnify Indemnitee to the fullest extent to which Indemnitee is entitled to such indemnification. View More
Found in IQVIA Holdings Inc. contract
Partial Indemnification. If Without limiting the general obligations of the Company set forth in Section 2, if Indemnitee is entitled under any provision of this Agreement or otherwise to indemnification by the Company for some or a portion of the costs, claims, losses, Expenses, damages, liabilities, judgments, fines, penalties, fines and costs, amounts paid in settlement (including all interest, assessments assessments, and other charges paid or payable in connection with or in respect of such claims, losses, damages,... liabilities, judgments, fines, penalties, fines costs, and amounts paid in settlement) settlement), Expenses and other amounts actually incurred by Indemnitee or on behalf of Indemnitee resulting from, arising in connection with with, or otherwise by reason of a Proceeding or any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by law, indemnify Indemnitee to the fullest extent to which Indemnitee is entitled to such indemnification. View More
Found in PERFORMANCE HEALTH HOLDINGS CORP. contract
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Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penal-ties actually or reasonably incurred by him in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is e...ntitled. 4 6. Mutual Acknowledgement. Both the Company and Indemnitee acknowledge that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company's right under public policy to indemnify Indemnitee. View More
Found in CATALYST BIOSCIENCES, INC. contract
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Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penal-ties actually or reasonably Expenses incurred by him in the investigation, defense, appeal or settlement of connection with any civil or criminal action, suit or proceeding, Claim, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or pe...nalties Expenses to which Indemnitee is entitled. 4 0Camber Energy, Inc. andIndemnification Agreement [Indemnitee] 6. Mutual Acknowledgement. Acknowledgment. Both the Company and Indemnitee acknowledge that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company's right under public policy to indemnify Indemnitee. View More
Found in CAMBER ENERGY, INC. contract
Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines fines, penalties or penal-ties amounts paid in settlement actually or reasonably incurred by him Indemnitee in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, Proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of su...ch expenses, judgments, fines fines, penalties or penalties amounts paid in settlement to which Indemnitee is entitled. 4 6. Mutual Acknowledgement. Acknowledgment. Both the Company and Indemnitee acknowledge that in certain instances, Federal U.S. federal law or applicable public policy or the laws of the applicable jurisdiction may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. otherwise (and, in the case of U.S. federal law, override applicable U.S. state law). For example, the Company and Indemnitee acknowledge that the U.S. Securities and Exchange Commission (the "SEC") has taken the position that indemnification is not permissible for liabilities arising under certain U.S. federal securities laws, and U.S. federal legislation prohibits indemnification for certain ERISA violations. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission SEC to submit the question of indemnification to a court in certain circumstances for a determination of the Company's right under public policy to indemnify Indemnitee. View More
Found in LianBio contract
Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penal-ties actually or reasonably Expenses incurred by him in the investigation, defense, appeal or settlement of connection with any civil or criminal action, suit or proceeding, Claim, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or pe...nalties Expenses to which Indemnitee is entitled. Page 4 of 10 U.S. Energy Corp. and Indemnification Agreement 6. Mutual Acknowledgement. Acknowledgment. Both the Company and Indemnitee acknowledge that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company's right under public policy to indemnify Indemnitee. View More
Found in US ENERGY CORP contract
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Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Expenses or Other Liabilities but not entitled, however, to indemnification for the total amount of such Expenses or Other Liabilities, the Company shall nevertheless indemnify Indemnitee for such total amount except as to the portion thereof for which indemnification is prohibited by the provisions of the Company's Bylaws or the DGCL. In any review or Proceeding to dete...rmine the extent of indemnification, the Company shall bear the burden to establish, by clear and convincing evidence, the lack of a successful resolution of a particular claim, issue or matter and which amounts sought in indemnity are allocable to claims, issues or matters which were not successfully resolved. View More
Found in PELOTON INTERACTIVE, INC. contract
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Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Expenses or Other Liabilities but not entitled, however, to indemnification for the total amount of such Expenses or Other Liabilities, the Company shall nevertheless indemnify Indemnitee for such total amount except as to the portion thereof for which indemnification is prohibited by the provisions of the Company's Bylaws this Agreement or the DGCL. In any review or rev...iew, process and/or Proceeding to determine the extent of indemnification, indemnification to which Indemnitee is entitled, the Company shall bear the burden to establish, by clear and convincing evidence, the lack of a successful resolution of a particular claim, issue or matter and which amounts sought in indemnity are allocable to claims, issues or matters which that were not successfully resolved. View More
Found in 890 5th Avenue Partners, Inc. contract
Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Expenses or Other Liabilities but not entitled, however, to indemnification for the total amount of such Expenses or Other Liabilities, the Company shall nevertheless indemnify Indemnitee for such total amount except as to the portion thereof for which indemnification is prohibited by the provisions of the Company's Bylaws this Agreement or the DGCL. In any review or rev...iew, process and/or Proceeding to determine the extent of indemnification, indemnification to which Indemnitee is entitled, the Company shall bear the burden to establish, by clear and convincing evidence, the lack of a successful resolution of a particular claim, issue or matter and which amounts sought in indemnity are allocable to claims, issues or matters which that were not successfully resolved. View More
Found in Third Harmonic Bio, Inc. contract
Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Expenses or Other Liabilities but not entitled, however, to indemnification for the total amount of such Expenses or Other Liabilities, the Company shall nevertheless indemnify Indemnitee for such total amount except as to the portion thereof for which indemnification is prohibited by the provisions of the Company's Bylaws memorandum and articles of association or the DG...CL. applicable law. In any review or Proceeding to determine the extent of indemnification, the Company shall bear the burden to establish, by clear and convincing evidence, the lack of a successful resolution of a particular claim, issue or matter and which amounts sought in indemnity are allocable to claims, issues or matters which were not successfully resolved. View More
Found in Borqs Technologies, Inc. contract
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Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expense, liability, and loss (including judgments, fines, ERISA excise taxes or penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred in connection with any Proceeding, or in connection with any judicial proceeding or arbitration pursuant to Section 11 to enforce rights under this Agreement, but not, h...owever, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expense, liability, and loss actually and reasonably incurred to which the Indemnitee is entitled. View More
Found in Caliber Home Loans, Inc. contract
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Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company Frontier for some or a portion of the expense, liability, and loss (including judgments, fines, ERISA excise taxes or taxes, penalties, amounts paid in settlement by or on 4 behalf of the Indemnitee, and Expenses) actually and reasonably incurred in connection with any Proceeding, or in connection with any judicial proceeding or arbitration pursuant to Section 11 to enforce rights under this Agr...eement, but not, however, for all of the total amount thereof, the Company Frontier shall nevertheless indemnify the Indemnitee for the portion of such expense, liability, and loss actually and reasonably incurred to which the Indemnitee is entitled. View More
Found in Frontier Communications Corporation contract
Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expense, liability, and loss (including Expenses, judgments, penalties, fines, ERISA excise taxes or penalties, taxes, and amounts paid in settlement by (by or on behalf of the Indemnitee, and Expenses) Indemnitee) actually and reasonably incurred in connection with any Proceeding, or in connection with any judicial proceeding or arbitration pursuant to Section 11 9 ...to enforce rights under this Agreement, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expense, liability, and loss actually and reasonably incurred to which the Indemnitee is entitled. View More
Found in Hunting Dog Capital Corp. contract
Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expense, liability, and or loss (including judgments, fines, ERISA excise taxes or penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred in connection with any Proceeding, or in connection with any judicial proceeding or arbitration pursuant to Section 11 to enforce rights under this Agreement, but not..., however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expense, liability, and or loss actually and reasonably incurred to which the Indemnitee is entitled. View More
Found in Forterra, Inc. contract
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Partial Indemnification. Agent shall be entitled under this Agreement to indemnification by the Corporation for a portion of the Expenses, judgments, fines and amounts paid in settlement and any other amounts that Agent becomes legally obligated to pay in connection with any Proceeding referred to in Section 2 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall indemnify Agent for the portion thereof to which Agent is entitled.
Found in SG BLOCKS, INC. contract
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Partial Indemnification. Agent Indemnitee shall be entitled under this Agreement to indemnification by the Corporation for a portion of the Expenses, judgments, fines and amounts paid in settlement and any other amounts that Agent Indemnitee becomes legally obligated to pay in connection with any Proceeding referred to in Section 2 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall indemnify Agent Indemnitee for the portion thereof to which Agent Indemnitee i...s entitled. View More
Found in RELMADA THERAPEUTICS, INC. contract
Partial Indemnification. Agent Indemnitee shall be entitled under this Agreement to indemnification by the Corporation for a portion of the Expenses, judgments, fines and amounts paid in settlement and any other amounts that Agent Indemnitee becomes legally obligated to pay in connection with any Proceeding referred to in Section 2 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall indemnify Agent Indemnitee for the portion thereof to which Agent Indemnitee i...s entitled. View More
Found in Actinium Pharmaceuticals, Inc. contract
Partial Indemnification. Agent shall be entitled under this Agreement to indemnification by the Corporation for a portion of the Expenses, expenses (including attorneys' fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Agent becomes legally obligated to pay in connection with any Proceeding action, suit or proceeding referred to in Section 2 3 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall indemnify ...Agent for the portion thereof to which Agent is entitled. View More
Found in Myriad Genetics, Inc. contract
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Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines or amounts paid in settlement, actually and reasonably incurred in connection with a Proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses, judgments, fines and amounts paid in settlement to which Indemnitee is entitled. -6- 5. Director and Officer Liabil...ity Insurance. (a) D&O Policy. The Company shall, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the directors and officers of the Company with coverage for losses from wrongful acts, or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of director and officer liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company but is an officer; or of the Company's key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a parent or subsidiary of the Company. (b) Tail Coverage. In the event of a Change of Control or the Company's becoming insolvent (including being placed into receivership or entering the federal bankruptcy process and the like), the Company shall maintain in force any and all insurance policies then maintained by the Company in providing insurance (directors' and officers' liability, fiduciary, employment practices or otherwise) in respect of Indemnitee, for a period of six years thereafter. View More
Found in Spartan Energy Acquisition Corp. contract
Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, penalties, fines or amounts paid in settlement, actually and reasonably incurred in connection with a Proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses, judgments, penalties, fines and amounts paid in settlement to which Indemnitee is entitled. -6- entitled..., to the fullest extent permitted by applicable law. 9 5. Director and Officer Liability Insurance. (a) D&O Policy. The Company shall, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the directors and officers of the Company with coverage for losses from wrongful acts, or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of director and officer liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company but is an officer; or of the Company's key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that that: (a) such insurance is not reasonably available, if (b) the premium costs for such insurance are disproportionate to the amount of coverage provided, if (c) the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee (d) the Company is covered by similar to be acquired and insurance will be maintained by a parent or subsidiary of the Company. (b) Tail Coverage. acquirer that covers pre-closing acts and omissions by Indemnitee. In the event of a Change change of Control control or the Company's becoming insolvent (including being placed into receivership or entering the federal bankruptcy process and the like), insolvent, the Company shall shall, subject to the final sentence of this Section 5, maintain in force any and all insurance policies for the Indemnitee then maintained by the Company in providing insurance (directors' insurance–directors' and officers' liability, fiduciary, employment practices or otherwise) in otherwise (such applicable policies, the "Existing Policies")–in respect of Indemnitee, the Indemnitee in his or her capacity as a director or officer of the Company, for a fixed period of six years thereafter. thereafter (a "Tail Policy"); provided that the Company shall have no obligation to obtain or maintain such Tail Policy if the Company determines in good faith that the Tail Policy coverage is not reasonably available, if the premium costs for such Tail Policy are disproportionate to the amount of coverage provided or if the coverage provided by the Tail Policy is limited by exclusions so as to provide an insufficient benefit. Such coverage shall be non-cancellable and shall be substantially comparable in scope and amount as the Existing Policies. For the avoidance of doubt, the obligation of the Company under this Section 5 to maintain a Tail Policy shall apply for the benefit of the Indemnitee and the Company shall not be required under this Agreement to provide a Tail Policy to any other person. View More
Found in Zymergen Inc. contract
Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines or amounts paid in settlement, actually and reasonably incurred in connection with a Proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses, judgments, fines and amounts paid in settlement to which Indemnitee is entitled. -6- 5. Director and Officer Liabil...ity Insurance. (a) D&O Policy. The Company shall, from time For the duration of Indemnitee's service as a director and/or officer of the Company, and thereafter for so long as Indemnitee shall be subject to time, make the good faith determination whether any pending or not it is practicable for possible Proceeding, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to obtain and maintain a policy or the cost thereof) to cause to be maintained in effect policies of directors' and officers' liability insurance with reputable insurance companies providing the coverage for directors and and/or officers of the Company with coverage for losses from wrongful acts, or that is at least substantially comparable in scope and amount to ensure that provided by the Company's performance current policies of its indemnification obligations under this Agreement. Among other considerations, directors' and officers' liability insurance. The minimum AM Best rating for the Company will weigh the costs insurance carriers of obtaining such insurance coverage against the protection afforded by such coverage. carrier shall be not less than A- VI. In all policies of director and officer liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company but is an officer; or of the Company's key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a parent or subsidiary of the Company. (b) Tail Coverage. In the event of a Change of Control or the Company's becoming insolvent (including being placed into receivership or entering the federal bankruptcy process and the like), the Company shall maintain in force any and all insurance policies then maintained by the Company in providing insurance (directors' and officers' liability, fiduciary, employment practices or otherwise) in respect of Indemnitee, for a period of six years thereafter. View More
Found in MINDBODY, Inc. contract
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Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses actually and reasonably incurred by Indemnitee in the investigation, defense, settlement or appeal of a proceeding, but is precluded by applicable law or the specific terms of this Agreement to indemnification for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.
Found in AETHLON MEDICAL INC contract
Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification or advancement by the Company for some or a portion of any expenses actually and reasonably incurred by Indemnitee in the investigation, defense, settlement or appeal of a proceeding, but is precluded by applicable law or the specific terms of this Agreement to indemnification or advancement for the total amount thereof, the Company shall nevertheless indemnify and/or advance to Indemnitee for the portion thereof ...to which Indemnitee is entitled. View More
Found in ASTEA INTERNATIONAL INC contract
Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses actually Expenses, judgments, penalties, fines and reasonably amounts paid in settlement incurred by Indemnitee in the investigation, defense, settlement or appeal of a proceeding, but is precluded by applicable law or the specific terms of this Agreement to indemnification for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the... portion thereof to which Indemnitee is entitled. View More
Found in resTORbio, Inc. contract
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Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some claims, issues or matters, but not as to other claims, issues or matters, or for some or a portion of the Expenses, judgments, fines or penalties actually and reasonably incurred by Indemnitee or amounts actually and reasonably paid in settlement by Indemnitee in the investigation, defense, appeal or settlement of any Proceeding, but not for the total amount thereof, the Corporation sha...ll nevertheless indemnify Indemnitee for the portion of such claims, issues or matters or Expenses, judgments, fines, penalties or amounts paid in settlement to which Indemnitee is entitled. View More
Found in Invacare Corporation contract
Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some claims, issues or matters, but not as to other claims, issues or matters, or for some or a portion of the Expenses, judgments, fines or penalties actually and reasonably incurred by Indemnitee or amounts actually and reasonably paid in settlement by Indemnitee in the investigation, defense, appeal or settlement of any Proceeding, but not for the total amount thereof, the Corporation sha...ll nevertheless indemnify Indemnitee for the portion of such claims, issues or matters or Expenses, judgments, fines, penalties or amounts paid in settlement to which Indemnitee is entitled. 5 13. No Rights of Continued Employment. Nothing contained in this Agreement is intended to create in Indemnitee any right to continued employment with the Corporation. View More
Found in Invacare Corporation contract
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