Common use of ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS Clause in Contracts

ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. Notwithstanding any limitation in Sections 3, 4 or 5, but subject to Section 27, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding, provided always that Indemnitee acted honestly and in good faith and in a manner he, she or they reasonably believed to be in the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his, her or their conduct was unlawful. No indemnification, hold harmless or exoneration rights shall be available under this Section 7 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty.

Appears in 11 contracts

Samples: Indemnity Agreement (Galata Acquisition Corp.), Indemnity Agreement (Kismet Acquisition Three Corp.), Form of Indemnity Agreement (Cartesian Growth Corp II)

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ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. Notwithstanding any limitation in Sections 3, 4 or 4, 5, but subject to Section 27, the Company shall, to the fullest extent permitted by the Memorandum and Articles, the Companies Act and other applicable law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding, provided always that Indemnitee acted honestly and in good faith and in a manner he, she or they reasonably believed to be in the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his, her or their conduct was unlawful. No indemnification, hold harmless or exoneration rights shall be available under this Section 7 8 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty.

Appears in 10 contracts

Samples: Indemnification Agreement (Tristar Acquisition I Corp.), Indemnification Agreement (Tristar Acquisition I Corp.), Indemnification Agreement (Tristar Acquisition I Corp.)

ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. Notwithstanding any limitation in Sections 3, 4 or 5, but subject to Section 27, the Company shall, to the fullest extent permitted by the Companies Act and other applicable law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding, provided always that Indemnitee acted honestly and in good faith and in a manner he, she or they reasonably believed to be in the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his, her or their conduct was unlawful. No indemnification, hold harmless or exoneration rights shall be available under this Section 7 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty.

Appears in 2 contracts

Samples: Indemnity Agreement (Kismet Acquisition One Corp), Form of Indemnity Agreement (Kismet Acquisition One Corp)

ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. Notwithstanding any limitation in Sections 3, 4 4, or 5, but subject to 5 and except as set forth in Section 27, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, finesliabilities, Fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, finesliabilities, Fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding, provided always that Indemnitee acted honestly and in good faith and in a manner he, she or they reasonably believed to be in the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his, her or their conduct was unlawful. No indemnification, hold harmless or exoneration rights shall be available under this Section 7 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s dutyduty of loyalty to the Company or its stockholders, which constitutes an act or omission not in good faith or which involves Indemnitee’s intentional misconduct or a knowing violation of law.

Appears in 1 contract

Samples: Form of Indemnification Agreement (Lipella Pharmaceuticals Inc)

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ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. Notwithstanding any limitation in Sections 3, 4 or 4, 5, but subject to Section 2728, the Company shall, to the fullest extent permitted by the Companies Act and other applicable law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding, provided always that Indemnitee acted honestly and in good faith and in a manner he, she or they reasonably believed to be in the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his, her or their conduct was unlawful. No indemnification, hold harmless or exoneration rights shall be available under this Section 7 8 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty.

Appears in 1 contract

Samples: Indemnity Agreement (Moose Pond Acquisition Corp, NCV I)

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