Additional Indemnification. (a) The Company agrees, as set forth in this Section 6(a), to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law 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 judgments, fines, amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to: (i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors. (c) The Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of the fact that Indemnitee is or was a director or officer of the Company.
Appears in 4 contracts
Sources: Indemnification Agreement (Northwest Natural Gas Co), Indemnification Agreement (Northwest Natural Gas Co), Indemnification Agreement (Northwest Natural Gas Co)
Additional Indemnification. (a) The Company agrees, as set forth in this Section 6(a), to indemnify Indemnitee In addition to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions provided for in Section 2 of this Agreement. Accordingly, notwithstanding any limitation State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in Sections 3settlement actually and reasonably incurred by the Executive Officer or on the Executive Officer’s behalf if, 4 or 5by reason of the Executive Officer serving as a Corporate Fiduciary, the Company shall indemnify Indemnitee Executive Officer is, or is threatened to the fullest extent permitted by law if Indemnitee is be made, a party to or threatened to be made a party to participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the Company foregoing, State Auto shall not be obligated under this Agreement to procure a judgment provide indemnification to the Executive Officer in its favorthe following situations:
(a) against all judgments, fines, amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Proceeding. No indemnity shall be made under this Section 6(a) on account of IndemniteeExecutive Officer’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company actions were knowingly fraudulent, deliberately dishonest or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.willfully wrongful;
(b) For purposes In connection with any Proceeding in which a court of Section 6(a)competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL;
(d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the phrase Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does not directly relate to the fullest extent permitted Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated by law” includesthe Executive Officer, but is not limited toincluding any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless:
(i) to the fullest extent permitted The Proceeding is brought by the provision Executive Officer to enforce any of the Act that authorizes Executive Officer’s rights under this Agreement or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; andcollect money due under this Agreement;
(ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the fullest extent authorized or permitted by powers vested in State Auto under applicable law. As applicable, any amendments determination shall be made under the procedures, and subject to or replacements of the Act adopted after the date presumptions, set forth in Sections 6 and 7 of this Agreement that increase the extent to which a corporation may indemnify its officers and directorsAgreement.
(c) The Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of the fact that Indemnitee is or was a director or officer of the Company.
Appears in 4 contracts
Sources: Officer Indemnification Agreement (State Auto Financial CORP), Officer Indemnification Agreement (State Auto Financial CORP), Officer Indemnification Agreement (State Auto Financial CORP)
Additional Indemnification. (a) The Company agreesPursuant to Section 1701.13(E)(6) of the ORC, as set forth in without limiting any right which the Indemnitee may have pursuant to Section 2 hereof or any other provision of this Section 6(a), to indemnify Indemnitee to Agreement or the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s BylawsRegulations, the Act ORC, any policy of insurance, or otherwise, but subject to any limitation on the other maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder and subject to the following provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections Section 3, 4 or 5, the Company shall indemnify the Indemnitee against any amount which he is or becomes obligated to the fullest extent permitted by law if Indemnitee is a party pay relating to or threatened arising out of any claim made against him because of any act, failure to be made act, or neglect or breach of duty, including any actual or alleged error, misstatement, or misleading statement, that he commits, suffers, permits, or acquiesces in while acting in his capacity as a party to any Proceeding (including a Proceeding by or in the right director of the Company. The payments which the Company is obligated to procure a judgment in its favor) against make pursuant to this Section 3 shall include any and all Expenses, judgments, fines, and amounts paid in settlement and Expenses settlement, actually and reasonably incurred by the Indemnitee in connection with therewith including any appeal of or from any judgment or decision; PROVIDED, HOWEVER, that the Proceeding. No indemnity Company shall not be made obligated under this Section 6(a) on account of 3 to make any payment in connection with any claim against the Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to fine or replacement of similar governmental imposition which the ActCompany is prohibited by applicable law from paying which results from a final, nonappealable order; andor
(ii) to the fullest extent authorized based upon or permitted attributable to the Indemnitee having actually realized a personal gain or profit to which he was not legally entitled, including profit from the purchase and sale by any amendments to or replacements the Indemnitee of equity securities of the Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act adopted after of 1934, or profit arising from transactions in publicly traded securities of the date Company which were effected by the Indemnitee in violation of this Agreement that increase Section 10(b) of the extent to which a corporation may indemnify its officers and directorsSecurities Exchange Act of 1934, or Rule 10b-5 promulgated thereunder.
(cb) The A determination as to whether the Indemnitee shall be entitled to indemnification under this Section 3 shall be made in accordance with Section 4(a) hereof. Expenses incurred by the Indemnitee in defending any claim to which this Section 3 applies shall be paid by the Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, as they are actually and reasonably incurred in connection with a Proceeding, as a non-party witness by reason advance of the fact that Indemnitee is or was a director or officer final disposition of such claim under the Companyprocedure set forth in Section 4(b) hereof.
Appears in 3 contracts
Sources: Director Indemnification Agreement (Gencorp Inc), Director Indemnification Agreement (Elder Beerman Stores Corp), Director Indemnification Agreement (Omnova Solutions Inc)
Additional Indemnification. (a) The Company agreesPursuant to Section 1701.13(E)(6) of the ORC, as set forth in without limiting any right which the Indemnitee may have pursuant to Section 2 hereof or any other provision of this Section 6(a), to indemnify Indemnitee to Agreement or the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s BylawsRegulations, the Act ORC, any policy of insurance, or otherwise, but subject to any limitation on the other maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder and subject to the following provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections Section 3, 4 or 5, the Company shall indemnify the Indemnitee against any amount which he is or becomes obligated to the fullest extent permitted by law if Indemnitee is a party pay relating to or threatened arising out of any claim made against him because of any act, failure to be made a party to act, or neglect or breach of duty, including any Proceeding (including a Proceeding by actual or alleged error, misstatement, or misleading statement, that he commits, suffers, permits, or acquiesces in the right while acting in his capacity as an officer of the Company. The payments which the Company is obligated to procure a judgment in its favor) against make pursuant to this Section 3 shall include any and all Expenses, judgments, fines, and amounts paid in settlement and Expenses settlement, actually and reasonably incurred by the Indemnitee in connection with therewith including any appeal of or from any judgment or decision; PROVIDED, HOWEVER, that the Proceeding. No indemnity Company shall not be made obligated under this Section 6(a) on account of 3 to make any payment in connection with any claim against the Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to fine or replacement of similar governmental imposition which the ActCompany is prohibited by applicable law from paying which results from a final, nonappealable order; andor
(ii) to the fullest extent authorized based upon or permitted attributable to the Indemnitee having actually realized a personal gain or profit to which he was not legally entitled, including profit from the purchase and sale by any amendments to or replacements the Indemnitee of equity securities of the Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act adopted after of 1934, or profit arising from transactions in publicly traded securities of the date Company which were effected by the Indemnitee in violation of this Agreement that increase Section 10(b) of the extent to which a corporation may indemnify its officers and directorsSecurities Exchange Act of 1934, or Rule 10b-5 promulgated thereunder.
(cb) The A determination as to whether the Indemnitee shall be entitled to indemnification under this Section 3 shall be made in accordance with Section 4(a) hereof. Expenses incurred by the Indemnitee in defending any claim to which this Section 3 applies shall be paid by the Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, as they are actually and reasonably incurred in connection with a Proceeding, as a non-party witness by reason advance of the fact that Indemnitee is or was a director or officer final disposition of such claim under the Companyprocedure set forth in Section 4(b) hereof.
Appears in 2 contracts
Sources: Officer Indemnification Agreement (Gencorp Inc), Officer Indemnification Agreement (Omnova Solutions Inc)
Additional Indemnification. (a) The Company agreesPursuant to Section 14A:3-5 of the Corporation Act, as set forth in this without limiting any right which the Indemnitee may have pursuant to Section 6(a)2, to indemnify Indemnitee the Certificate, the By-Laws, the Corporation Act, any policy of insurance or otherwise, but subject to the fullest extent permitted limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections 3, 4 or 5Section 3(a), the Company shall indemnify the Indemnitee against any amount which he is or becomes legally obligated to the fullest extent permitted by law if Indemnitee is a party pay relating to or threatened arising out of any claim made against him because of any act, failure to be made act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which he commits, suffers, permits or acquiesces in while acting in his capacity as a party to any Proceeding (including a Proceeding by or in the right officer of the Company, or, at the request of the Company, as a director, officer, trustee, employee or agent of another corporations partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to procure a judgment in its favor) against all make pursuant to this Section 3 shall include without limitation damages, judgments, finessettlements and charges, amounts paid in settlement costs, expenses, expenses of investigation and Expenses actually expenses of defense of legal actions, suits, proceedings or claims and reasonably incurred by Indemnitee appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Proceeding. No indemnity shall be made under this Section 6(aIndemnitee if a judgment or other final adjudication adverse to the Indemnitee establishes that his acts or omissions (i) on account of Indemnitee’s conduct which constitutes a were in breach of Indemnitee’s his duty of loyalty to the Company or its shareholders or is an act or omission the Stockholders, (ii) were not in good faith or which involves intentional misconduct or involved a knowing violation of law, or (iii) resulted in receipt by the lawIndemnitee of an improper personal benefit. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be required to, be made in accordance with Section 4(a). If that determination is so made, it shall be binding upon the Company and the Indemnitee for all, purposes.
(b) For purposes of Section 6(a)Expenses (including without limitation attorneys’ and others’ fees and expenses) incurred by Indemnitee in defending any actual or threatened civil or criminal action, suit, proceeding or claim shall be paid by the meaning Company in advance of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; and
(ii) to the fullest extent final disposition thereof as authorized or permitted by any amendments to or replacements of the Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directorsin accordance with Section 4(b).
(c) The Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of the fact that Indemnitee is or was a director or officer of the Company.
Appears in 2 contracts
Sources: Indemnification Agreement (Dendrite International Inc), Indemnification Agreement (Dendrite International Inc)
Additional Indemnification. (a) The Company agrees, as set forth in this Section 6(a), to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding Notwithstanding any limitation in Sections 3, 4 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law 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, fines and amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 6(a7(a) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company or its shareholders stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) Notwithstanding any limitation in Sections 3, 4, 5 or 7(a), the Company shall indemnify Indemnitee to the fullest extent permitted by law 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 and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding.
(c) For purposes of Section 6(aSections 7(a) and 7(b), the meaning of the phrase “"to the fullest extent permitted by law” includes" shall include, but is not be limited to:
(i) to the fullest extent permitted by the provision of the Act DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; DGCL, and
(ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Act DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.
(c) The Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of the fact that Indemnitee is or was a director or officer of the Company.
Appears in 2 contracts
Sources: Indemnification Agreement (Cotelligent Inc), Indemnity Agreement (Tyler Technologies Inc)
Additional Indemnification. (a) The Company agrees, as set forth in this Section 6(a), to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding Notwithstanding any limitation in Sections 2, 3, 4 or 54, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the name or right of the Company to procure a judgment in its favor) against all judgments, fines, amounts paid in settlement Liabilities and Expenses actually and reasonably suffered or incurred by Indemnitee in connection with the such Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(i) i. to the fullest extent permitted by the provision of the Act DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; DGCL, and
(ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the Act DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.
(cb) The Notwithstanding any provision in this Agreement, the Company agrees shall not be obligated under this Agreement to indemnify Indemnitee for Expenses if Indemnitee is called, make any indemnification in connection with any claim made against Indemnitee for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; provided, however, that this Section 6(b) shall not negate Indemnitee’s right to the advancement of Expenses unless and to the extent that the Company reasonably determines that Indemnitee violated Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws and must disgorge profits in connection with such violation; further provided, however, that notwithstanding anything to the contrary stated or implied in this Section 6(b), indemnification pursuant to this Agreement relating to any Proceeding against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws shall not be prohibited if Indemnitee ultimately establishes in any a Proceedingfinal, as a non-party witness appealable judgment, by reason a court of competent jurisdiction, that no recovery of such profits from Indemnitee is permitted under Section 16(b) of the fact that Indemnitee is Exchange Act or was a director similar provisions of any federal, state or officer of the Companylocal laws.
Appears in 2 contracts
Sources: Indemnification Agreement (Container Store Group, Inc.), Indemnification Agreement (Container Store Group, Inc.)
Additional Indemnification. (a) The Company agrees, as set forth in this Section 6(a), to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding Notwithstanding any limitation in Sections 3, 4 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law 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, fines and amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 6(a7(a) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) Notwithstanding any limitation in Sections 3, 4, 5 or 7(a), the Company shall indemnify Indemnitee to the fullest extent permitted by law 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 judgement in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding.
(c) For purposes of Section 6(aSections 7(a) and 7(b), the meaning of the phrase “"to the fullest extent permitted by law” includes" shall include, but is not be limited to:
(i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; , and
(ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.
(c) The Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of the fact that Indemnitee is or was a director or officer of the Company.
Appears in 2 contracts
Sources: Indemnification Agreement (Advanced Micro Devices Inc), Indemnity Agreement (Reynolds Metals Co)
Additional Indemnification. (a) The Company agreesWithout limiting any right that the Indemnitee may have pursuant to Section 1 hereof or any other provision of this Agreement or the Articles and Memorandum, as set forth in this Section 6(a)any applicable law, any policy of insurance, or otherwise, but subject to indemnify Indemnitee any limitation on the maximum permissible indemnity that may exist under applicable law at the time of any request for indemnity hereunder and subject to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other following provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections 3, 4 or 5Section 2, the Company shall indemnify the Indemnitee to against any amount that the fullest extent permitted by law if Indemnitee is a party or becomes obligated to pay relating to or threatened arising out of any claim made against the Indemnitee because of any act, failure to be made a party to act, or neglect or breach of duty, including any Proceeding (including a Proceeding by actual or alleged error, misstatement, or misleading statement, that the Indemnitee commits, suffers, permits, or acquiesces in while acting in the right Indemnitee’s capacity as a director, officer, employee or agent of the Company. The payments that the Company is obligated to procure a judgment in its favor) against make pursuant to this Section 2 include, without limitation, any and all judgments, fines, amounts paid in settlement Other Payments and any and all Expenses actually and reasonably incurred by the Indemnitee in connection with therewith including any appeal of or from any judgment or decision; provided, however, that the Proceeding. No indemnity Company shall not be made obligated under this Section 6(a2 to make any payment in connection with any claim against the Indemnitee:
(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the extent of any fine or similar governmental imposition that the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or prohibited by applicable law from paying that results from a knowing violation of the law.final, non-appealable order; or
(b) For purposes to the extent based upon or attributable to the Indemnitee having actually realized a personal gain or profit to which the Indemnitee was not legally entitled, including, without limitation, profit from the purchase and sale by the Indemnitee of equity securities of the Company which is recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, or profit arising from transactions in publicly-traded securities of the Company that were effected by the Indemnitee in violation of Section 6(a), the meaning 10(b) of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(i) to the fullest extent permitted by the provision Securities Exchange Act of the Act that authorizes or contemplates additional indemnification by agreement1934, or the corresponding provision of any amendment to or replacement of the Act; and
(ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directorsRule 10b-5 promulgated thereunder.
(c) The Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of the fact that Indemnitee is or was a director or officer of the Company.
Appears in 2 contracts
Sources: Indemnification Agreement (TC BioPharm (Holdings) PLC), Indemnification Agreement (TC BioPharm (Holdings) PLC)
Additional Indemnification. (a) The Company agreesPursuant to Section 1701.13(E)(6) of the ORC, as set forth in without limiting any right which the Indemnitee may have pursuant to Section 2 hereof or any other provision of this Section 6(a), to indemnify Indemnitee to Agreement or the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s BylawsRegulations, the Act ORC, any policy of insurance or otherwise, but subject to any limitation on the other maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder and subject to the following provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections Section 3, 4 or 5, the Company shall indemnify the Indemnitee against any amount which he is or becomes obligated to the fullest extent permitted by law if Indemnitee is a party pay relating to or threatened arising out of any claim made against him because of any act, failure to be made act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, that he commits, suffers, permits or acquiesces in while acting in his capacity as a party to any Proceeding (including a Proceeding by or in the right director of the Company. The payments which the Company is obligated to procure a judgment in its favor) against make pursuant to this Section 3 shall include any and all Expenses, judgments, fines, fines and amounts paid in settlement and Expenses settlement, actually and reasonably incurred by the Indemnitee in connection with therewith including any appeal of or from any judgment or decision; provided, however, that the Proceeding. No indemnity Company shall not be made obligated under this Section 6(a) on account of 3 to make any payment in connection with any claim against the Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to fine or replacement similar governmental imposition which the Company is prohibited by applicable law from paying (as determined by final order of the Acta court of competent jurisdiction); andor
(ii) to the fullest extent authorized based upon or permitted attributable to the Indemnitee having actually realized a personal profit to which he was not legally entitled, including profit (A) from the purchase and sale by any amendments to or replacements the Indemnitee of equity securities of the Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act adopted after of 1934 and (B) arising from transactions in publicly traded securities of the date Company which were effected by the Indemnitee in violation of this Agreement that increase Section 10(b) of the extent to which a corporation may indemnify its officers and directorsSecurities Exchange Act of 1934 or Rule 10b-5 promulgated thereunder.
(cb) The A determination as to whether the Indemnitee shall be entitled to indemnification under this Section 3 shall be made in accordance with Section 4(a) hereof. Expenses incurred by the Indemnitee in defending any claim to which this Section 3 applies shall be paid by the Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, as they are actually and reasonably incurred in connection with a Proceeding, as a non-party witness by reason advance of the fact that Indemnitee is or was a director or officer final disposition of such claim under the Companyprocedure set forth in Section 4(b) hereof.
Appears in 2 contracts
Sources: Director and Officer Indemnification Agreement (Gencorp Inc), Director and Officer Indemnification Agreement (Gencorp Inc)
Additional Indemnification. (a) The Company agrees, as set forth in this Section 6(a), to indemnify Indemnitee In addition to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions provided for in Section 2 of this Agreement. Accordingly, notwithstanding any limitation State Auto shall indemnify the Director against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in Sections 3settlement actually and reasonably incurred by the Director or on the Director’s behalf if, 4 or 5by reason of the Director serving as a Corporate Fiduciary, the Company shall indemnify Indemnitee Director is, or is threatened to the fullest extent permitted by law if Indemnitee is be made, a party to or threatened to be made a party to participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the Company foregoing, State Auto shall not be obligated under this Agreement to procure a judgment provide indemnification to the Director in its favorthe following situations:
(a) against all judgments, fines, amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Proceeding. No indemnity shall be made under this Section 6(a) on account of IndemniteeDirector’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company actions were knowingly fraudulent, deliberately dishonest or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.willfully wrongful;
(b) For purposes In connection with any Proceeding in which a court of Section 6(a)competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;
(c) In connection with any Proceeding in which the only liability asserted against the Director is pursuant to section 1701.95 of the OCL;
(d) To the extent payment has actually been made to or on behalf of the Director under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Director of securities of State Auto within the meaning of Section 16(b) of the phrase Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Director that does not directly relate to the fullest extent permitted Director’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated by law” includesthe Director, but is not limited toincluding any Proceeding (or any part of any Proceeding) initiated by the Director against State Auto or other Corporate Fiduciaries, unless:
(i) to the fullest extent permitted The Proceeding is brought by the provision Director to enforce any of the Act that authorizes Director’s rights under this Agreement or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; andcollect money due under this Agreement;
(ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the fullest extent authorized or permitted by powers vested in State Auto under applicable law. As applicable, any amendments determination shall be made under the procedures, and subject to or replacements of the Act adopted after the date presumptions, set forth in Sections 6 and 7 of this Agreement that increase the extent to which a corporation may indemnify its officers and directorsAgreement.
(c) The Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of the fact that Indemnitee is or was a director or officer of the Company.
Appears in 2 contracts
Sources: Indemnification Agreement (State Auto Financial CORP), Indemnification Agreement (State Auto Financial CORP)
Additional Indemnification. (a) The Company agreesPursuant to Section 1701.13(E)(6) of the ORC, as set forth in without limiting any right which the Indemnitee may have pursuant to Section 2 hereof or any other provision of this Section 6(a), to indemnify Indemnitee to Agreement or the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s BylawsRegulations, the Act ORC, any policy of insurance, or otherwise, but subject to any limitation on the other maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder and subject to the following provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections Section 3, 4 or 5, the Company shall indemnify the Indemnitee against any amount which he is or becomes obligated to the fullest extent permitted by law if Indemnitee is a party pay relating to or threatened arising out of any claim made against him because of any act, failure to be made act, or neglect or breach of duty, including any actual or alleged error, misstatement, or misleading statement, that he commits, suffers, permits, or acquiesces in while acting in his capacity as a party to any Proceeding (including a Proceeding by director or in the right an officer of the Company. The payments which the Company is obligated to procure a judgment in its favor) against make pursuant to this Section 3 shall include any and all Expenses, judgments, fines, and amounts paid in settlement and Expenses settlement, actually and reasonably incurred by the Indemnitee in connection with therewith including any appeal of or from any judgment or decision; PROVIDED, HOWEVER, that the Proceeding. No indemnity Company shall not be made obligated under this Section 6(a) on account of 3 to make any payment in connection with any claim against the Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to fine or replacement of similar governmental imposition which the ActCompany is prohibited by applicable law from paying which results from a final, nonappealable order; andor
(ii) to the fullest extent authorized based upon or permitted attributable to the Indemnitee having actually realized a personal gain or profit to which he was not legally entitled, including profit from the purchase and sale by any amendments to or replacements the Indemnitee of equity securities of the Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act adopted after of 1934, or profit arising from transactions in publicly traded securities of the date Company which were effected by the Indemnitee in violation of this Agreement that increase Section 10(b) of the extent to which a corporation may indemnify its officers and directorsSecurities Exchange Act of 1934, or Rule 10b-5 promulgated thereunder.
(cb) The A determination as to whether the Indemnitee shall be entitled to indemnification under this Section 3 shall be made in accordance with Section 4(a) hereof. Expenses incurred by the Indemnitee in defending any claim to which this Section 3 applies shall be paid by the Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, as they are actually and reasonably incurred in connection with a Proceeding, as a non-party witness by reason advance of the fact that Indemnitee is or was a director or officer final disposition of such claim under the Companyprocedure set forth in Section 4(b) hereof.
Appears in 2 contracts
Sources: Director and Officer Indemnification Agreement (Elder Beerman Stores Corp), Director and Officer Indemnification Agreement (Omnova Solutions Inc)
Additional Indemnification. (a) The If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company agreesfor some or a portion of Expenses, as set forth in this Section 6(a)but not, to however, for the total amount therefor, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. If the fullest extent permitted by law, notwithstanding that such Company disputes a portion of the amounts for which indemnification may not be specifically authorized by the Restated Articlesis requested, the Company’s Bylaws, undisputed portion shall be paid and only the Act or the other provisions disputed portion withheld pending resolution of this Agreement. Accordingly, notwithstanding any such dispute.
(b) Notwithstanding any limitation in Sections 2, 3, 4 or 5, the Company shall hold harmless and indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is, or is threatened to be made, a party to or threatened to be made a party to participant in any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) by reason of Indemnitee’s Corporate Status, including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee, against all Expenses, judgments, finespenalties, fines and amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection with the ProceedingProceeding or any claim, issue or matter therein. No indemnity The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be made that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty the procedures, and subject to the Company or its shareholders or is an act or omission not presumptions, set forth in good faith or which involves intentional misconduct or a knowing violation of the lawthis Agreement) to be unlawful.
(bc) For purposes of Section 6(a)this Agreement, the meaning of the phrase “to the fullest extent permitted by applicable law” includesshall include, but is not be limited to:
(i) to the fullest extent permitted by the provision of the Act DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the ActDGCL; and
(ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Act DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.
(cd) The Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of the fact that If (i) Indemnitee is or was affiliated with one or more venture capital funds and/or one or more other entities that has invested in the Company (an “Appointing Stockholder”), and (ii) Appointing Stockholder is, or is threatened to be made, a director party to or officer a participant in any Proceeding relating to or arising by reason of Appointing Stockholder’s position as a stockholder of, or lender to, the Company, or Appointing Stockholder’s appointment of or affiliation with Indemnitee or any other director, including, without limitation, any alleged misappropriation of a Company asset or corporate opportunity, any claim of misappropriation or infringement of intellectual property relating to the Company, any alleged false or misleading statement or omission made by the Company (or on its behalf) or its employees or agents, or any allegation of inappropriate control or influence over the Company or the members of its board of directors, officers, equity holders or debt holders, then Appointing Stockholder will be entitled to indemnification hereunder for Expenses to the same extent as Indemnitee, and the terms of this Agreement as they relate to procedures for indemnification of Indemnitee and advancement of Expenses shall apply to any such indemnification of Appointing Stockholder.
Appears in 2 contracts
Sources: Indemnification Agreement (CapsoVision, Inc), Indemnification Agreement (Nkarta, Inc.)
Additional Indemnification. Pursuant to Section 14A:3-5(8) of the Corporation Act, in addition to the rights which the Indemnitee may have pursuant to Section 2 or under other provisions of this Agreement, the Certificate, the By-Laws, the Corporation Act, any policy of insurance or otherwise, the Indemnitee shall have the rights set forth in this Section 3. In the event that indemnification would be permitted under this Section 3 but not necessarily under Section 2 hereof, then this Section 3 shall be controlling. The standards required for indemnification under Section 2 hereof and the procedures required to determine the applicability of such standards, shall not apply the rights of the Indemnitee under this Section 3.
(a) The Company agrees, as set forth in this Section 6(a), to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify the Indemnitee to against any amount which the fullest extent permitted by law if Indemnitee is a party or becomes legally obligated to pay, including liabilities and expenses, relating to or threatened to be made a party to arising out of any Proceeding (claim, including a Proceeding any claim arising from proceedings by or in the right of the Company, made against the Indemnitee because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which the Indemnitee commits, suffers, permits or acquiesces in while acting in the Indemnitee’s capacity as a director and/or officer of the Company, or, at the request of the Company, as a director, officer, trustee, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to procure a judgment in its favor) against all make pursuant to this Section 3 shall include, without limitation, damages, judgments, fines, amounts paid in settlement settlements and Expenses actually charges, costs, expenses, expenses of investigation and reasonably incurred by Indemnitee expenses of defense of legal actions, suits, proceedings or claims and appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee if a judgment or other final adjudication adverse to the Indemnitee establishes that the Indemnitee’s conduct which constitutes a acts or omissions (i) were in breach of the Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission the Shareholders, (ii) were not in good faith or which involves intentional misconduct or involved a knowing violation of law, or (iii) resulted in receipt by the lawIndemnitee of an improper personal benefit. For the purposes hereof, a breach of the Indemnitee’s duty of loyalty means an act or omission which the Indemnitee knows or believes to be contrary to the best interests of the Company or the Shareholders in connection with a matter in which the Indemnitee has a material conflict of interest. The Company shall not be obligated under this Section 3 to provide any indemnification or any payment of expenses to an Indemnitee in connection with any suit, action, or other proceeding (or part thereof) initiated by the Indemnitee (other than an action by the Indemnitee to enforce the provisions of this Agreement), unless the Board has authorized or consented to the Action (or part thereof) in a resolution adopted by the Board. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be required to be, made in accordance with Section 4(a) except that in no event shall any such determination be made by the Shareholders. Any such determination made in accordance with this Section, shall be binding upon the Company and the Indemnitee for all purposes.
(b) For purposes of Section 6(a)Expenses (including without limitation attorneys’ and others’ fees and expenses) incurred by Indemnitee in defending any actual or threatened civil or criminal action, suit, proceeding or claim, and expenses incurred in enforcing the meaning rights of the phrase “to the fullest extent permitted by law” includesIndemnitee under this Agreement, but is not limited to:
(i) to the fullest extent permitted shall be paid by the provision Company in advance of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; and
(ii) to the fullest extent final disposition thereof as authorized or permitted by any amendments to or replacements of the Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directorsin accordance with Section 4(b).
(c) The Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of the fact that Indemnitee is or was a director or officer of the Company.
Appears in 1 contract
Sources: Indemnification Agreement (Dendrite International Inc)
Additional Indemnification. (a) The Company agrees, as set forth in this Section 6(a), to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding Notwithstanding any limitation in Sections 3Section 2, 4 Section 3 or 5Section 4, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the name or right of the Company to procure a judgment in its favor) against all judgments, fines, amounts paid in settlement Liabilities and Expenses actually and reasonably suffered or incurred by Indemnitee in connection with the such Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(i) i. to the fullest extent permitted by the provision of the Act DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; DGCL, and
(ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the Act DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.
(cb) The Notwithstanding any provision in this Agreement, the Company agrees shall not be obligated under this Agreement to indemnify Indemnitee for Expenses if Indemnitee is called, make any indemnification in connection with any claim made against Indemnitee for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws; provided, however, that this Section 6(b) shall not negate Indemnitee’s right to the advancement of Expenses unless and to the extent that the Company reasonably determines that Indemnitee violated Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws and must disgorge profits in connection with such violation; provided further, however, that notwithstanding anything to the contrary stated or implied in this Section 6(b), indemnification pursuant to this Agreement relating to any Proceeding against Indemnitee for an accounting of profits made from the purchase or sale (or sale and purchase) by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws shall not be prohibited if Indemnitee ultimately establishes in a Proceedingfinal, as a non-party witness appealable judgment, by reason a court of competent jurisdiction, that no recovery of such profits from Indemnitee is permitted under Section 16(b) of the fact that Indemnitee is Exchange Act or was a director similar provisions of any federal, state or officer of the Companylocal laws.
Appears in 1 contract
Sources: Indemnification Agreement (Santa Maria Energy Corp)
Additional Indemnification. (a) The Company agrees, as set forth in this Section 6(a), to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding Notwithstanding any limitation in Sections 3, 4 4, or 55 hereof, but in addition to such Sections, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is made, or is threatened to be made, a party to or threatened to be made a party to participant in any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all judgments, fines, amounts paid in settlement and Expenses Losses actually and reasonably incurred by or on behalf of Indemnitee in connection with the Proceeding. No indemnity The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be made that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty the procedures, and subject to the Company or its shareholders or is an act or omission not presumptions, set forth in good faith or which involves intentional misconduct or a knowing violation of the lawthis Agreement) to be unlawful.
(b) For purposes of Section 6(a)Sections 3, 4, 5, 6, and 7(a) hereof, the meaning of the phrase “to the fullest extent permitted by law” includesshall include, but is not be limited to:
(i) i. to the fullest extent authorized or permitted by the provision provisions of the Act DGCL as in effect as of the date of this Agreement that authorizes authorize or contemplates additional contemplate indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; and
(ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the Act DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.
(c) The Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of the fact that If (i) Indemnitee is or was affiliated with one or more companies or funds that has invested in the Company (an “Appointing Stockholder”) and (ii) such Appointing Stockholder is, or is threatened to be made, a director party to or officer a participant in any Proceeding based on the Indemnitee’s Corporate Status, the Appointing Stockholder will be entitled to indemnification hereunder for Losses and Expenses to the same extent as Indemnitee, and the terms of this Agreement as they relate to procedures for indemnification of Indemnitee and advancement of Expenses shall apply to any such indemnification of Appointing Stockholder. The Company and Indemnitee agree that any Appointing Stockholders are express third party beneficiaries of the Companyterms of this Section 7(c).
Appears in 1 contract
Sources: Indemnity Agreement (Blue Bird Corp)
Additional Indemnification. (a) The Company agreesPursuant to Section 145(f) of the DGCL, as without limiting any right which the Indemnitee may have under Section 2, the By-Laws, the DGCL, any policy of insurance or otherwise, but subject to the limitations set forth in Section 2(f) and to any maximum permissible indemnity that may exist under applicable law at the time of any request for indemnity hereunder as contemplated by this Section 6(a3(a), to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify the Indemnitee against any amount that he is or becomes legally obligated to the fullest extent permitted by law if Indemnitee is a party pay relating to or threatened arising out of any claim made against him because of any act, failure to be made act or neglect or breach of duty, including any actual or alleged error, omission, misstatement or misleading statement, that he commits, suffers, permits or acquiesces in while acting in his capacity as a party to any Proceeding (including a Proceeding by director or in the right officer of the Company, or, at the request of the Company, in an Authorized Capacity of or for Another Entity. The payments that the Company is obligated to procure a judgment in its favor) against all make pursuant to this Section 3 shall include damages, judgments, fines, amounts paid in settlement and Expenses actually reasonable charges, costs and reasonably incurred by Indemnitee expenses, including expenses of investigation, preparation, defense and settlement of Proceedings and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to fine or replacement of similar governmental imposition that the ActCompany is prohibited by applicable law from paying and that results from a final, nonappealable order; andor
(ii) to the fullest extent authorized based upon or permitted by any amendments attributable to or replacements the Indemnitee gaining in fact a personal profit to which he was not legally entitled, including profits made from the purchase and sale of equity securities of the Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act adopted after of 1934, as amended (the date "Exchange Act"), and profits arising from transactions in securities which were effected in violation of Section 10(b) or Section 14(e) of the Exchange Act, including Rule 10b-5 or Rule 14e-3 promulgated thereunder. The determination of whether the Indemnitee is entitled to indemnification under this Agreement that increase the extent to which a corporation may indemnify its officers and directorsSection 3(a) shall be made in accordance with Section 4(b).
(cb) The Company agrees to indemnify Any and all costs, charges and expenses, including attorneys' and others' fees, actually and reasonably incurred by the Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, any claim for which the Indemnitee may be entitled to indemnification pursuant to Section 3(a) will be paid by the Company as a non-party witness by reason incurred and in advance of the fact that Indemnitee is or was a director or officer of final disposition thereof in accordance with the Companyprocedure set forth in Section 4(e).
Appears in 1 contract
Additional Indemnification. (a) The Company agrees, as set forth in Without limiting any right which the Indemnitee may have pursuant to Section 2 hereof or any other provision of this Section 6(a), to indemnify Indemnitee to Agreement or the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s BylawsRegulations, the Act OCL, any policy of insurance, or otherwise, but subject to any limitation on the other maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder and subject to the following provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections Section 3, 4 or 5, the Company shall indemnify pay on behalf of the Indemnitee any amount which he is or becomes obligated to the fullest extent permitted by law if Indemnitee is a party pay relating to or threatened arising out of any claim made against him because of any act, failure to be made act, or neglect or breach of duty, including any actual or alleged error, statement, or misleading statement, that he commits, suffers, permits, or acquiesces in while acting in his capacity as a party to any Proceeding (including a Proceeding by director or in the right an officer of the Company. The payments which the Company is obligated to procure a judgment in its favor) against make pursuant to this Section 3 shall include without limitation any and all Expenses, judgments, fines, and amounts paid in settlement settlement, actually and reasonably incurred by the Indemnitee in connection therewith including any appeal of or from any judgment or decision; provided, however, that the Company shall not be obligated under this Section 3 to make any payment in connection with any claim against the Indemnitee:
(i) for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any retention or excess beyond the amount of payment under such insurance;
(ii) for which the Indemnitee is actually and fully indemnified by the Company otherwise than pursuant to this Section 3;
(iii) to the extent of any fine or similar governmental imposition which the Company is prohibited by applicable law from paying which results from a final, nonappealable order; or
(iv) to the extent based upon or attributable to the Indemnitee having actually realized a personal gain or profit to which he was not legally entitled, including profit from the purchase and sale by the Indemnitee of equity securities of the Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, or profit arising from transactions in publicly traded securities of the Company which were effected by the Indemnitee in violation of Section 10(b) of the Securities Exchange Act of 1934, or Rule 10b-5 promulgated thereunder.
(b) Notwithstanding any other provision hereof, to the extent that Indemnitee is, by reason of the fact that he is or was a director or an officer of the Company or is or was serving at the request of the Company as a director, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, a witness in any action, suit, or proceeding to which Indemnitee is not a party, the Company will indemnify him against all Expenses actually and reasonably incurred by Indemnitee him or on his behalf in connection with the Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; and
(ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directorstherewith.
(c) The A determination as to whether the Indemnitee shall be entitled to indemnification under this Section 4(a) shall be made in accordance with Section hereof. Expenses incurred by the Indemnitee in defending any claim to which this Section applies shall be paid by the Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, as they are incurred in connection with a Proceeding, as a non-party witness by reason advance of the fact that Indemnitee is or was a director or officer final disposition of such claim under the Companyprocedure set forth in Section 4(b) hereof.
Appears in 1 contract
Sources: Director Indemnification Agreement (National Processing Inc)
Additional Indemnification. (a) The Company agreesPursuant to Section 145(f) of the DGCL, as without limiting any right which the Indemnitee may have under Section 2, the By-Laws, the DGCL, any policy of insurance or otherwise, but subject to the limitations set forth in Section 2(f) and to any maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder as contemplated by this Section 6(a3(a), to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections 3, 4 or 5, the Company shall will indemnify the Indemnitee to the fullest extent permitted by law if against any amount which such Indemnitee is a party or becomes legally obligated to pay relating to or threatened arising out of any claim made against such Indemnitee because of any act, failure to be made act or neglect or breach of duty, including any actual or alleged error, omission, misstatement or misleading statement, which such Indemnitee commits, suffers, permits or acquiesces in while acting in such Indemnitee's capacity as a party to any Proceeding (including a Proceeding by director, officer or in the right controlling person of the Company, or, at the request of the Company, in an Authorized Capacity of or for Another Entity. The payments which the Company is obligated to procure a judgment in its favor) against all make pursuant to this Section 3 will include without limitation damages, judgments, fines, amounts paid in settlement and Expenses actually reasonable charges, costs and reasonably incurred by Indemnitee expenses, including expenses of investigation, preparation, defense and settlement of Proceedings and expenses of appeal, attachment or similar bonds; provided, however, that the Company will not be obligated under this Section 3(a) to make any payment in connection with any claim against the Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to fine or replacement of similar governmental imposition which the ActCompany is prohibited by applicable law from paying and which results from a final, non appealable order; andor
(ii) to the fullest extent authorized based upon or permitted by any amendments attributable to or replacements of the Act adopted after the date of this Agreement that increase the extent Indemnitee gaining in fact a personal profit to which a corporation may indemnify its officers and directorssuch Indemnitee was not legally entitled, including The determination of whether the Indemnitee is entitled to indemnification under this Section 3(a) shall be made in accordance with Section 4(b).
(cb) The Company agrees to indemnify Any and all costs, charges and expenses, including without limitation attorneys' and others' fees, actually and reasonably incurred by the Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, any claim for which the Indemnitee may be entitled to indemnification pursuant to Section 3(a) will be paid by the Company as a non-party witness by reason incurred and in advance of the fact that Indemnitee is or was a director or officer of final disposition thereof in accordance with the Companyprocedure set forth in Section 4(e).
Appears in 1 contract
Sources: Indemnification Agreement (Vista Energy Resources Inc)
Additional Indemnification. (a1) The Company agrees, as set forth in this Section 6(a), to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding Notwithstanding any limitation in Sections 3, 4 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law 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, fines and amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 6(a7(a) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b2) Notwithstanding any limitation in Sections 3, 4, 5 or 7(a), the Company shall indemnify Indemnitee to the fullest extent permitted by law 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 judgement in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding.
(3) For purposes of Section 6(aSections 7(a) and 7(b), the meaning of the phrase “"to the fullest extent permitted by law” includes" shall include, but is not be limited to:
(i) 1. to the fullest extent permitted by the provision of the Act DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; DGCL, and
(ii) 2. to the fullest extent authorized or permitted by any amendments to or replacements of the Act DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.
(c) The Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of the fact that Indemnitee is or was a director or officer of the Company.
Appears in 1 contract
Additional Indemnification. (a) The Company agrees, as set forth in this Section 6(a), to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding Notwithstanding any limitation in Sections 3, 4 3 or 54, the Company Corporation shall indemnify Indemnitee to the fullest extent permitted by law in accordance with the provisions of this Section 8(a) 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 Corporation to procure a judgment in its favor) involving a claim against Indemnitee for breach of fiduciary duty by Indemnitee against all judgments, fines, amounts paid in settlement Expenses and Expenses judgments actually and reasonably incurred by Indemnitee in connection with the such Proceeding. No , provided that no indemnity shall be made under this Section 6(a8(a) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company Corporation or its shareholders stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) For purposes of Section 6(aNotwithstanding any limitation in Sections 3, 4 or 8(a), the meaning of the phrase “Corporation shall indemnify Indemnitee with respect to the fullest extent permitted by law” includesany Proceeding against Expenses, but is not limited to:
(i) judgments and fines to the fullest extent permitted by the Act, including the nonexclusivity provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; and
(iiORS 57.260(3) to the fullest extent authorized or permitted by and including any amendments to or replacements of the Act adopted after the date of this Agreement hereof that may increase the extent to which a corporation may indemnify its officers and directors.
(c) The Company agrees indemnification provided by this Agreement shall not be deemed exclusive of any other rights to indemnify which Indemnitee for Expenses if may be entitled under the Second Restated Articles of Incorporation, the Bylaws, any other agreement, any vote of shareholders or directors, the Act, or otherwise, both as to action in Indemnitee's official capacity and as to action in another capacity while holding such office. The indemnification under this Agreement shall continue as to Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of the fact that even though Indemnitee is or was may have ceased to be a director or officer and shall inure to the benefit of the Companyheirs and personal representatives of Indemnitee.
Appears in 1 contract
Sources: Indemnity Agreement (Electro Scientific Industries Inc)
Additional Indemnification. (a) The Company agreesPursuant to Section 12:83E of the LBCL, as without limiting any right which the Indemnitee may have under Section 2, the Articles, the By-Laws, the LBCL, any policy of insurance or otherwise, but subject to the limitations set forth in Section 2(f) and to any maximum permissible indemnity that may exist under applicable law at the time of any request for indemnity hereunder as contemplated by this Section 6(a3(a), to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections 3, 4 or 5, the Company shall will indemnify the Indemnitee against any amount which he is or becomes legally obligated to the fullest extent permitted by law if Indemnitee is a party pay relating to or threatened arising out of any claim made against him because of any act, failure to be made act or neglect or breach of duty, including any actual or alleged error, omission, misstatement or misleading statement, which he commits, suffers, permits or acquiesces in while acting in his capacity as a party to any Proceeding (including a Proceeding by director or in the right officer of the Company, or, at the request of the Company, in an Authorized Capacity of or for Another Entity. The payments which the Company is obligated to procure a judgment in its favor) against all make pursuant to this Section 3 will include without limitation damages, judgments, fines, amounts paid in settlement, fines and reasonable charges, costs, expenses, including attorneys’ fees, expenses of investigation, preparation, defense and settlement of Proceedings, and Expenses actually and reasonably incurred by Indemnitee expenses of appeal, attachment or similar bonds; provided, however, that the Company will not be obligated under this Section 3(a) to make any payment in connection with any claim against the Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to fine or replacement of similar governmental imposition which the ActCompany is prohibited by applicable law from paying and which results from a final, nonappealable order; andor
(ii) to the fullest extent authorized based upon or permitted by any amendments attributable to or replacements the Indemnitee gaining in fact a personal profit to which he was not legally entitled, including without limitation profits made from the purchase and sale of equity securities of the Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act adopted after of 1934, as amended (the date “Exchange Act”), and profits arising from transactions in securities which were effected in violation of this Agreement that increase Section 10(b) or Section 14(e) of the Exchange Act, including Rule 10b-5 or Rule 14e-3 promulgated thereunder; or
(iii) to the extent such claim is the result of the Indemnitees’s willful or intentional misconduct. The determination of whether the Indemnitee is entitled to which a corporation may indemnify its officers and directorsindemnification under this Section 3(a) shall be made in accordance with Section 4(b).
(cb) The Company agrees to indemnify Any and all costs, charges and expenses, including without limitation attorneys’ and others’ fees, actually and reasonably incurred by the Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, any claim for which the Indemnitee may be entitled to indemnification pursuant to Section 3(a) will be paid by the Company as a non-party witness by reason incurred and in advance of the fact that Indemnitee is or was a director or officer of final disposition thereof in accordance with the Companyprocedure set forth in Section 4(e).
Appears in 1 contract
Additional Indemnification. (a) The Company agrees, as set forth in this Section 6(a), to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding Notwithstanding any limitation in Sections 3, 4 4, or 5, the Company Ensco Delaware shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or participant in or is threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company or Ensco Delaware to procure a judgment in its favor) against all Expenses, demands, actions, payments, judgments, fines, liabilities, losses, damages and amounts paid in settlement and Expenses actually and reasonably incurred by or on behalf of Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) For purposes of Section 6(a8(a), the meaning of the phrase “to the fullest extent permitted by applicable law” includesshall include, but is not be limited to:
(i) to the fullest extent permitted by the provision provisions of the Act General Corporation Law of the State of Delaware (the “DGCL”) that authorizes authorize, permit or contemplates contemplate additional indemnification by agreement, court action or the corresponding provision of any amendment to or replacement of the ActDGCL or such provisions thereof;
(ii) to the fullest extent permitted by the provisions of the Articles that authorize, permit or contemplate additional indemnification by agreement, court action or the corresponding provision of any amendment to or replacement of the Articles or such provisions thereof;
(iii) to the fullest extent permitted by the provisions of English law that authorize, permit or contemplate additional indemnification by agreement, court action or the corresponding provision of any amendment to or replacement of English law or such provisions thereof; and
(iiiv) to the fullest extent authorized or permitted by any amendments to or replacements of the Act adopted DGCL or English law (or such successor law), the Articles or the agreement or court action adopted, entered into or that are adjudicated after the date of this Agreement that increase the extent to which a corporation company may indemnify its directors, secretaries, officers and directorsexecutives.
(c) The Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of the fact that Indemnitee is or was a director or officer of the Company.
Appears in 1 contract
Sources: Indemnification Agreement (Ensco International Inc)
Additional Indemnification. (a) The Company agreesPursuant to Section 14A:3-5 of the Corporation Act, as set forth in this without limiting any right which the Indemnitee may have pursuant to Section 6(a)2, to indemnify Indemnitee the Certificate, the By-Laws, the Corporation Act, any policy of insurance or otherwise, but subject to the fullest extent permitted limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections 3, 4 or 5Section 3(a), the Company shall indemnify the Indemnitee against any amount which he is or becomes legally obligated to the fullest extent permitted by law if Indemnitee is a party pay relating to or threatened arising out of any claim made against him because of any act, failure to be made a party to act or neglect or breach of duty, including any Proceeding (including a Proceeding by actual or alleged error, misstatement or misleading statement, which he commits, suffers, permits or acquiesces in the right while acting in his capacity as an executive officer of the Company, or, at the request of the Company, as a director, officer, trustee, employee or agent of another corporations partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to procure a judgment in its favor) against all make pursuant to this Section 3 shall include without limitation damages, judgments, finessettlements and charges, amounts paid in settlement costs, expenses, expenses of investigation and Expenses actually expenses of defense of legal actions, suits, proceedings or claims and reasonably incurred by Indemnitee appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Proceeding. No indemnity shall be made under this Section 6(aIndemnitee if a judgment or other final adjudication adverse to the Indemnitee establishes that his acts or omissions (i) on account of Indemnitee’s conduct which constitutes a were in breach of Indemnitee’s his duty of loyalty to the Company or its shareholders or is an act or omission the Stockholders, (ii) were not in good faith or which involves intentional misconduct or involved a knowing violation of law, or (iii) resulted in receipt by the lawIndemnitee of an improper personal benefit. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be required to, be made in accordance with Section 4(a). If that determination is so made, it shall be binding upon the Company and the Indemnitee for all, purposes.
(b) For purposes of Section 6(a)Expenses (including without limitation attorneys’ and others’ fees and expenses) incurred by Indemnitee in defending any actual or threatened civil or criminal action, suit, proceeding or claim shall be paid by the meaning Company in advance of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; and
(ii) to the fullest extent final disposition thereof as authorized or permitted by any amendments to or replacements of the Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directorsin accordance with Section 4(b).
(c) The Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of the fact that Indemnitee is or was a director or officer of the Company.
Appears in 1 contract
Sources: Indemnification Agreement (Dendrite International Inc)
Additional Indemnification. (a) The Company agreesPursuant to Section 145(f) of the GCL, as set forth in this without limiting any right which Indemnitee may have pursuant to Section 6(a), to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles2 hereof, the Company’s Certificate, the Bylaws, the Act GCL, any policy of insurance or otherwise, but subject to the other provisions limitations on the maximum permissible indemnity which may exist under applicable law at the time of this Agreement. Accordingly, notwithstanding any limitation in Sections 3, 4 or 5request for indemnity hereunder determined as contemplated by Section 4(a) hereof, the Company shall indemnify Indemnitee against any amount which he is or becomes legally obligated to the fullest extent permitted by law if Indemnitee is a party pay relating to or threatened arising out of any claim made against him because of any act, failure to be made act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which he commits, suffers, permits or acquiesces in while acting in his capacity as a party to any Proceeding (including a Proceeding by or in the right director of the Company, or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to procure a judgment in its favor) against all make pursuant to this Section 3 shall include, without limitation, damages, judgments, finessettlements and charges, amounts paid in settlement costs, expenses, expenses of investigation and Expenses actually expenses of defense of legal actions, suits, proceedings or claims and reasonably incurred by Indemnitee appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however that the Company shall not be obligated under this Section 3(a) to make any payment in connection with the Proceeding. No indemnity shall be made under this Section 6(a) on account of any claim against Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to fine or replacement of similar governmental imposition which the ActCompany is prohibited by applicable law from paying which results from a final, nonappealable order; andor
(ii) to the fullest extent authorized based upon or permitted attributable to Indemnitee gaining in fact a personal profit to which he was not legally entitled, including without limitation profits made from the purchase and sale by any amendments to or replacements Indemnitee of equity securities of the Company which are recoverable by Company pursuant to Section 16(b) of the Securities Exchange Act adopted after of 1934, as amended, and profits arising from transactions in publicly traded securities of the date Company which were effected by Indemnitee in violation of this Agreement that increase Section 10(b) of the Securities Exchange Act of 1934, as amended, including Rule 10b-5 promulgated thereunder; or
(iii) subject to the provisions of Section 7(c) hereof, to the extent based upon or attributable to which a corporation any actions, suits or proceedings initiated or brought voluntarily by Indemnitee and not by way of defense, but indemnification may indemnify its officers be provided by the Company if the Board finds it to be appropriate. The determination of whether Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be required to be, made in accordance with Section 4(a) hereof. If that determination is so made, it shall be binding upon the Company and directorsIndemnitee for all purposes.
(cb) The All expenses (including without limitation attorneys' fees) incurred by Indemnitee in defending any actual or threatened civil or criminal action, suit, proceeding or claim shall be paid by the Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason advance of the fact that Indemnitee is or was a director or officer of the Companyfinal disposition thereof as authorized in accordance with Section 4(b) hereof.
Appears in 1 contract
Additional Indemnification. It is the intention of the Company that the Indemnitees be indemnified hereunder to the greatest extent permitted or authorized under applicable law. If and to the extent that (a) The Company agreesthe BCL is amended hereafter to require or permit indemnification, as set forth expense advancement or exculpation that is or may be more favorable to the Indemnitees than the maximum permissible indemnification, expense advancement and exculpation now permitted thereunder and provided in this Section 6(a)Agreement, to indemnify Indemnitee or (b) the Company reincorporates in or merges, consolidates or combines into or with any other corporation or entity by virtue of which transaction the Company is not the surviving, resulting or acquiring corporation and the surviving, resulting or acquiring corporation is incorporated in a different jurisdiction which at such time requires or permits indemnification, expense advancement or exculpation that is or may be more favorable to the fullest Indemnitees than the maximum permissible indemnification, expense advancement and exculpation now permitted under the BCL and provided in this Agreement, then pursuant to this Agreement the Indemnitees shall be entitled to, and this Agreement shall be deemed to be amended to provide for the Indemnitees' contractual entitlement to, indemnification, expense advancement and exculpation to the maximum extent that may be permitted by or required under such applicable law at the time of any initial or subsequent request for indemnity hereunder, whether or not the Company has adopted any Charter or By-law provisions adopting, effecting or implementing any provisions thereof which are permissive and not mandatory in nature. Nothing contained herein shall be deemed to detract from, diminish, impair, limit or adversely affect any right which the Indemnitees may have under this Agreement, and to the extent that any terms, conditions or provisions of this Agreement (including, without limitation, those in Section 1 hereof) are more favorable to the Indemnitees than the maximum indemnification, expense advancement and exculpation then permitted or required under such applicable law, notwithstanding that then such indemnification may not terms, conditions and provisions of this Agreement shall be specifically authorized preserved and integrated with such more favorable terms from then-applicable law and shall continue to apply to the Indemnitees' rights by the Restated Articles, the Company’s Bylaws, the Act or the other provisions virtue of this Agreement. AccordinglyThe same expansion of the Indemnitees' rights and deemed inclusion herein and integration herewith of any terms, notwithstanding conditions or provisions more favorable to the Indemnitees shall occur upon and with respect to any limitation amendment of the provisions relating to indemnification, expense advancement and exculpation in Sections 3, 4 the Company's Certificate of Incorporation (the "Charter") or 5, By-laws and any provision by the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by other officer or in the right director of the Company to procure a judgment in its favor) against all judgments, fines, amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to other different form of indemnification contract or replacement of the Act; and
(ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directorsagreement.
(c) The Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of the fact that Indemnitee is or was a director or officer of the Company.
Appears in 1 contract
Additional Indemnification. (a) The Company agreesPursuant to Section 145(f) of the DGCL, as set forth in this without limiting any right which the Indemnitee may have pursuant to Section 6(a), to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles2 hereof, the Company’s Certificate, the Bylaws, the Act DGCL, any policy of insurance or otherwise, but subject to the other provisions limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by this Agreement. Accordingly, notwithstanding any limitation in Sections 3, 4 or 5Section 3(a), the Company shall indemnify the Indemnitee against any amount which he is or becomes legally obligated to the fullest extent permitted by law if Indemnitee is a party pay relating to or threatened arising out of any claim made against him because of any act, failure to be made act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which he commits, suffers, permits or acquiesces in while acting in his capacity as a party to any Proceeding (including a Proceeding by director or in the right officer of the Company, or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to procure a judgment in its favor) against all make pursuant to this Section 3 shall include without limitation damages, judgments, finessettlements and charges, amounts paid in settlement costs, expenses, expenses of investigation and Expenses actually expenses of defense of legal actions, suits, proceedings or claims and reasonably incurred by Indemnitee appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to fine or replacement of similar governmental imposition which the ActCompany is prohibited by applicable law from paying which results in a final, nonappealable order; andor
(ii) to the fullest extent authorized based upon or permitted attributable to the Indemnitee gaining in fact a personal profit to which he was not legally entitled, including without limitation profits made from the purchase and sale by any amendments to or replacements the Indemnitee of equity securities of the Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act adopted after of 1934, as amended, and profits arising from transactions in publicly traded securities of the date Company which were effected by the Indemnitee in violation of Section 10(b) of the Securities Exchange Act of 1934, as amended, including Rule 10b-5 promulgated thereunder. The determination of whether the Indemnitee shall be entitled to indemnification under this Agreement Section 3(a) may be, but shall not be required to, be made in accordance with Section 4(a) hereof. If that increase determination is so made, it shall be binding upon the extent to which a corporation may indemnify its officers Company and directorsthe Indemnitee for all purposes.
(cb) The Company agrees to indemnify All expenses (including without limitation attorneys' and others' fees and expenses) incurred by Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, his capacity as a non-party witness by reason of the fact that Indemnitee is or was a director or officer of the CompanyCompany in defending any civil or criminal action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding subject to and in the manner prescribed by Section 4(b) hereof.
Appears in 1 contract
Additional Indemnification. (a) The Company agrees, as set forth in this Section 6(a), to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding Notwithstanding any limitation in Sections 3, 4 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law 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, fines and amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 6(a7(a) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company or its shareholders stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) Notwithstanding any limitation in Section 3, 4, 5 or 7(a), the Company shall indemnify Indemnitee to the fullest extent permitted by law 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 judgement in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding.
(c) For purposes of Section 6(aSections 7(a) and 7(b), the meaning of the phrase “"to the fullest extent permitted by law” includes" shall include, but is not be limited to:
(i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; , and
(ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.
(c) The Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of the fact that Indemnitee is or was a director or officer of the Company.
Appears in 1 contract
Sources: Indemnification Agreement (Rudolph Technologies Inc)
Additional Indemnification. (a) The Company agreesPursuant to Section 145(f) of the -------------------------- DGCL, as without limiting any right which the Indemnitee may have under Section 2, the Certificate, the Bylaws, the DGCL, any policy of insurance or otherwise, but subject to the limitations set forth in Section 2(f) and to any maximum permissible indemnity that may exist under applicable law at the time of any request for indemnity hereunder as contemplated by this Section 6(a3(a), to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections 3, 4 or 5, the Company shall will indemnify the Indemnitee against any amount which he or she is or becomes legally obligated to the fullest extent permitted by law if Indemnitee is a party pay relating to or threatened arising out of any claim made against him or her because of any act, failure to be made act or neglect or breach of duty, including any actual or alleged error, omission, misstatement or misleading statement, which he or she commits, suffers, permits or acquiesces in while acting in his or her capacity as a party to any Proceeding (including a Proceeding by director or in the right officer of the Company, or, at the request of the Company, in an Authorized Capacity of or for Another Entity. The payments which the Company is obligated to procure a judgment in its favor) against all make pursuant to this Section 3 will include without limitation damages, judgments, fines, amounts paid in settlement and Expenses actually reasonable charges, costs and reasonably incurred by Indemnitee expenses, including attorneys' fees, expenses of investigation, preparation, defense and settlement of Proceedings and expenses of appeal, attachment or similar bonds; provided, however, that the Company will not be obligated under this Section 3(a) to make any payment in connection with any claim against the Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to fine or replacement of similar governmental imposition which the ActCompany is prohibited by applicable law from paying and which results from a final, nonappealable order; andor
(ii) to the fullest extent authorized based upon or permitted by any amendments attributable to the Indemnitee gaining in fact a personal profit to which he or replacements she was not legally entitled, including without limitation profits made from the purchase and sale of equity securities of the Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act adopted after of 1934, as amended (the date "Exchange Act"), and profits arising from transactions in securities which were effected in violation of Section 10(b) or Section 14(e) of the Exchange Act, including Rule 10b-5 or Rule 14e-3 promulgated thereunder. The determination of whether the Indemnitee is entitled to indemnification under this Agreement that increase the extent to which a corporation may indemnify its officers and directorsSection 3(a) shall be made in accordance with Section 4(b).
(cb) The Company agrees to indemnify Any and all costs, charges and expenses, including without limitation attorneys' and others' fees, actually and reasonably incurred by the Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, any claim for which the Indemnitee may be entitled to indemnification pursuant to Section 3(a) will be paid by the Company as a non-party witness by reason incurred and in advance of the fact that Indemnitee is or was a director or officer of final disposition thereof in accordance with the Companyprocedure set forth in Section 4(e).
Appears in 1 contract
Sources: Indemnification Agreement (Homegate Hospitality Inc)
Additional Indemnification. (a) The Notwithstanding any limitation in Sections 3, 4, or 5, the Company agrees, as set forth in this Section 6(a), hereby covenants and agrees to indemnify and hold harmless Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law 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 judgmentsliabilities, finesobligations to pay a judgment, amounts paid in settlement settlement, penalty, fine (including an excise tax assessed with respect to any employee benefit plan), and Liabilities and Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 6(a) on account In furtherance and not in limitation of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the foregoing, the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
shall indemnify and hold harmless Indemnitee (i) to the fullest extent permitted by the provision of the Act DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; and
DGCL, and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Act DGCL adopted after the date of this Agreement that increase the extent to which a limited liability company, corporation or other business enterprise may indemnify its officers and directors.
(cb) The Company agrees Notwithstanding any other provision of this Agreement, and to indemnify the fullest extent permitted by applicable law, Indemnitee shall be indemnified for any Expenses if Indemnitee is calledassociated with Indemnitee’s contemplated or actual departure from the Board of Directors of XpresSpa Group, Inc., including but not limited to, Indemnitee’s legal fees in connection with a ProceedingIndemnitee’s contemplated or actual departure from the Board.
(c) Notwithstanding any other provision of this Agreement and notwithstanding any concurrent or ongoing representation of Indemnitee by the Company’s legal counsel, as a non-party witness Indemnitee shall be indemnified for any Expenses and legal fees incurred by reason Indemnitee in connection with the litigation or appeal of the fact that Indemnitee is or was a director or officer of the Company.case captioned Moreton Binn and M▇▇▇▇▇▇ F, LLC v.
Appears in 1 contract
Additional Indemnification. (a) The Company agrees, as set forth in this Section 6(a), to indemnify Indemnitee In addition to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions provided for in Section 2 of this Agreement. Accordingly, notwithstanding any limitation State Auto shall indemnify the Director against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in Sections 3settlement actually and reasonably incurred by the Director or on the Director’s behalf if, 4 or 5by reason of the Director serving as a Corporate Fiduciary, the Company shall indemnify Indemnitee Director is, or is threatened to the fullest extent permitted by law if Indemnitee is be made, a party to or threatened to be made a party to participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the Company foregoing, State Auto shall not be obligated under this Agreement to procure a judgment provide indemnification to the Director in its favorthe following situations:
(a) against all judgments, fines, amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Proceeding. No indemnity shall be made under this Section 6(a) on account of IndemniteeDirector’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company actions were knowingly fraudulent, deliberately dishonest or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.willfully wrongful;
(b) For purposes In connection with any Proceeding in which a court of Section 6(a)competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;
(c) In connection with any Proceeding in which the only liability asserted against the Director is pursuant to section 1701.95 of the Ohio Revised Code;
(d) To the extent payment has actually been made to or on behalf of the Director under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by Director of Securities of State Auto within the meaning of Section 16(b) of the phrase “Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Director that does not directly relate to the fullest extent permitted Director’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated by law” includesthe Director, but is not limited toincluding any Proceeding (or any part of any Proceeding) initiated by the Director against State Auto or other Corporate Fiduciaries, unless:
(i) to the fullest extent permitted The Proceeding is brought by the provision Director to enforce any of the Act that authorizes Director’s rights under this Agreement or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; andcollect money due under this Agreement;
(ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the fullest extent authorized or permitted by powers vested in State Auto under applicable law. As applicable, any amendments determination shall be made under the procedures, and subject to or replacements of the Act adopted after the date presumptions, set forth in Sections 6 and 7 of this Agreement that increase the extent to which a corporation may indemnify its officers and directorsAgreement.
(c) The Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of the fact that Indemnitee is or was a director or officer of the Company.
Appears in 1 contract
Sources: Indemnification Agreement (State Auto Financial CORP)
Additional Indemnification. (a) The Company agrees, as set forth in this Section 6(a), to indemnify Indemnitee In addition to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions provided for in Section 2 of this Agreement. Accordingly, notwithstanding any limitation State Auto shall indemnify the Director against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in Sections 3settlement actually and reasonably incurred by the Director or on the Director’s behalf if, 4 or 5by reason of the Director serving as a Corporate Fiduciary, the Company shall indemnify Indemnitee Director is, or is threatened to the fullest extent permitted by law if Indemnitee is be made, a party to or threatened to be made a party to participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the Company foregoing, State Auto shall not be obligated under this Agreement to procure a judgment provide indemnification to the Director in its favorthe following situations:
(a) against all judgments, fines, amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Proceeding. No indemnity shall be made under this Section 6(a) on account of IndemniteeDirector’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company actions were knowingly fraudulent, deliberately dishonest or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.willfully wrongful;
(b) For purposes In connection with any Proceeding in which a court of Section 6(a)competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;
(c) In connection with any Proceeding in which the only liability asserted against the Director is pursuant to section 1702.55 of the OCL;
(d) To the extent payment has actually been made to or on behalf of the Director under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Director of securities of State Auto within the meaning of Section 16(b) of the phrase Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Director that does not directly relate to the fullest extent permitted Director’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated by law” includesthe Director, but is not limited toincluding any Proceeding (or any part of any Proceeding) initiated by the Director against State Auto or other Corporate Fiduciaries, unless:
(i) to the fullest extent permitted The Proceeding is brought by the provision Director to enforce any of the Act that authorizes Director’s rights under this Agreement or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; andcollect money due under this Agreement;
(ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the fullest extent authorized or permitted by powers vested in State Auto under applicable law. As applicable, any amendments determination shall be made under the procedures, and subject to or replacements of the Act adopted after the date presumptions, set forth in Sections 6 and 7 of this Agreement that increase the extent to which a corporation may indemnify its officers and directorsAgreement.
(c) The Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of the fact that Indemnitee is or was a director or officer of the Company.
Appears in 1 contract
Sources: Indemnification Agreement (State Auto Financial CORP)
Additional Indemnification. (a) The Company agreesPursuant to Section 1701.13(E)(6) of the ORC, as set forth in without limiting any right which the Indemnitee may have pursuant to Section 2 hereof or any other provision of this Section 6(a), to indemnify Indemnitee to Agreement or the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s BylawsRegulations, the Act ORC, any policy of insurance or otherwise, but subject to any limitation on the other maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder and subject to the following provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections Section 3, 4 or 5, the Company shall indemnify the Indemnitee against any amount which he is or becomes obligated to the fullest extent permitted by law if Indemnitee is a party pay relating to or threatened arising out of any claim made against him because of any act, failure to be made act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, that he commits, suffers, permits or acquiesces in while acting in his capacity as a party to any Proceeding (including a Proceeding by or in the right director of the Company. The payments which the Company is obligated to procure a judgment in its favor) against make pursuant to this Section 3 shall include any and all Expenses, judgments, fines, fines and amounts paid in settlement and Expenses settlement, actually and reasonably incurred by the Indemnitee in connection with therewith including any appeal of or from any judgment or decision; provided, however, that the Proceeding. No indemnity Company shall not be made obligated under this Section 6(a) on account of 3 to make any payment in connection with any claim against the Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to fine or replacement similar governmental imposition which the Company is prohibited by applicable law from paying (as determined by final order of the Acta court of competent jurisdiction); andor
(ii) to the fullest extent authorized based upon or permitted attributable to the Indemnitee having actually realized a personal profit to which he was not legally entitled, including profit (A) from the purchase and sale by any amendments to or replacements the Indemnitee of equity securities of the Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act adopted after of 1934 or (B) arising from transactions in publicly traded securities of the date Company which were effected by the Indemnitee in violation of this Agreement that increase Section 10(b) of the extent to which a corporation may indemnify its officers and directorsSecurities Exchange Act of 1934 or Rule 10b-5 promulgated thereunder.
(cb) The A determination as to whether the Indemnitee shall be entitled to indemnification under this Section 3 shall be made in accordance with Section 6(a) hereof. Expenses incurred by the Indemnitee in defending any claim to which this Section 3 applies shall be paid by the Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, as they are actually and reasonably incurred in connection with a Proceeding, as a non-party witness by reason advance of the fact that Indemnitee is or was a director or officer final disposition of such claim under the Companyprocedure set forth in Section 6(b) hereof.
Appears in 1 contract
Sources: Director and Officer Indemnification Agreement (Sparton Corp)
Additional Indemnification. (a) The Company agreesPursuant to Section 14A:3-5 of the Corporation Act, as set forth in this without limiting any right which the Indemnitee may have pursuant to Section 6(a)2, to indemnify Indemnitee the Certificate, the By-Laws, the Corporation Act, any policy of insurance or otherwise, but subject to the fullest extent permitted limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections 3, 4 or 5Section 3(a), the Company shall indemnify the Indemnitee against any amount which he is or becomes legally obligated to the fullest extent permitted by law if Indemnitee is a party pay relating to or threatened arising out of any claim made against him because of any act, failure to be made act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which he commits, suffers, permits or acquiesces in while acting in his capacity as a party to any Proceeding (including a Proceeding by director or in the right executive officer of the Company, or, at the request of the Company, as a director, officer, trustee, employee or agent of another corporations partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to procure a judgment in its favor) against all make pursuant to this Section 3 shall include without limitation damages, judgments, finessettlements and charges, amounts paid in settlement costs, expenses, expenses of investigation and Expenses actually expenses of defense of legal actions, suits, proceedings or claims and reasonably incurred by Indemnitee appeals therefore, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Proceeding. No indemnity shall be made under this Section 6(aIndemnitee if a judgment or other final adjudication adverse to the Indemnitee establishes that his acts or omissions (i) on account of Indemnitee’s conduct which constitutes a were in breach of Indemnitee’s his duty of loyalty to the Company or its shareholders or is an act or omission the Stockholders, (ii) were not in good faith or which involves intentional misconduct or involved a knowing violation of law, or (iii) resulted in receipt by the lawIndemnitee of an improper personal benefit. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be required to, be made in accordance with Section 4(a). If that determination is so made, it shall be binding upon the Company and the Indemnitee for all, purposes.
(b) For purposes of Section 6(a)Expenses (including without limitation attorneys’ and others’ fees and expenses) incurred by Indemnitee in defending any actual or threatened civil or criminal action, suit, proceeding or claim shall be paid by the meaning Company in advance of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; and
(ii) to the fullest extent final disposition thereof as authorized or permitted by any amendments to or replacements of the Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directorsin accordance with Section 4(b).
(c) The Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of the fact that Indemnitee is or was a director or officer of the Company.
Appears in 1 contract
Sources: Indemnification Agreement (Dendrite International Inc)
Additional Indemnification. (a) The Company agreesPursuant to Section 14A:3-5 of the Corporation Act, as set forth in this without limiting any right which the Indemnitee may have pursuant to Section 6(a)2, to indemnify Indemnitee the Certificate, the By-Laws, the Corporation Act, any policy of insurance or otherwise, but subject to the fullest extent permitted limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections 3, 4 or 5Section 3(a), the Company shall indemnify the Indemnitee against any amount which he is or becomes legally obligated to the fullest extent permitted by law if Indemnitee is a party pay relating to or threatened arising out of any claim made against him, because of any act, failure to be made act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which he commits, suffers, permits or acquiesces in while acting in his capacity as a party to any Proceeding (including a Proceeding by or in the right director of the Company, or, at the request of the Company, as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to procure a judgment in its favor) against all make pursuant to this Section 3 shall include without limitation damages, judgments, finessettlements and charges, amounts paid in settlement costs, expenses, damages, judgments, settlements and Expenses actually charges, costs, expenses, expenses of investigation and reasonably incurred by Indemnitee expenses of defense of legal actions, suits, proceedings or claims and appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Proceeding. No indemnity shall be made under this Section 6(aIndemnitee if a judgment or other final adjudication adverse to the Indemnitee establishes that his acts or omissions (i) on account of Indemnitee’s conduct which constitutes a were in breach of Indemnitee’s his duty of loyalty to the Company or its shareholders or is an act or omission the Stockholders, (ii) were not in good faith or which involves intentional misconduct or involved a knowing violation of law, or (iii) resulted in receipt by the law.
Indemnitee of an improper personal benefit. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be required to, be made in accordance with Section 4(a). If that determination is so made, it shall be binding upon the Company and the Indemnitee for all purposes. (b) For purposes of Section 6(a)Expenses (including without limitation attorneys’and others’fees and expenses) incurred by Indemnitee in defending any actual or threatened civil or criminal action, suit, proceeding or claim, shall be paid by the meaning Company in advance of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; and
(ii) to the fullest extent final disposition thereof as authorized or permitted by any amendments to or replacements of the Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directorsin accordance with Section 4(b).
(c) The Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of the fact that Indemnitee is or was a director or officer of the Company.
Appears in 1 contract
Sources: Indemnification Agreement (Dendrite International Inc)
Additional Indemnification. (a) The Notwithstanding any limitation in Sections 3, 4, or 5, the Company agrees, as set forth in this Section 6(a), to will indemnify Indemnitee to the fullest extent permitted by lawApplicable Law against all Expenses, notwithstanding that such indemnification may not be specifically authorized judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by the Restated ArticlesIndemnitee or on Indemnitee’s behalf if, the Companyby reason of Indemnitee’s BylawsCorporate Status, the Act or the other provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law 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 judgments, fines, amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law).
(b) For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
If (i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; and
(ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.
(c) The Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of the fact that an Indemnitee is or was a representative of or affiliated with one or more corporate entities, including but not limited to a Sponsor Entity, that has invested in the Company (an “Appointing Stockholder”), (ii) the Appointing Stockholder is, or is threatened to be made, a party to or a participant in any Sponsor Proceeding or other Proceeding, and (iii) the Appointing Stockholder’s involvement in the Sponsor Proceeding or other Proceeding relates to or arises in whole or in part from (v) any claim based on Indemnitee’s service to the Company as a director or officer other fiduciary of the Company, (w) Appointing Stockholder’s appointment of or affiliation with Indemnitee (x) any action taken by the Company that was approved by the Company’s Board or (y) facts or circumstances that are the same or substantially similar to the facts and circumstances that form the basis of claims that have been, could have been or could be brought against the Indemnitee in a Proceeding, regardless of whether the legal basis of the claims against the Indemnitee and Appointing Stockholder are the same or similar, then Appointing Stockholder shall be entitled to indemnification hereunder for Expenses to the same extent as Indemnitee, and the terms of this Agreement as they relate to procedures for indemnification of Indemnitee and advancement of Expenses shall apply to any such indemnification of Appointing Stockholder. The Company and Indemnitee agree that each Appointing Stockholder is an express third party beneficiary of the terms of this Section 8(b).
Appears in 1 contract
Additional Indemnification. (a) The Company agrees, as set forth in this Section 6(a), to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding Notwithstanding any limitation in Sections 3, 4 or 5, the Company Corporation shall indemnify the Indemnitee to the fullest extent permitted by law in accordance with the provisions of this Section 9(a) if the 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 Corporation to procure a judgment in its favor) involving a claim against the Indemnitee for breach of fiduciary duty by the Indemnitee, against any judgments and all judgments, fines, amounts paid in settlement and Expenses actually and reasonably incurred by the Indemnitee in connection with such Proceeding, except that the Proceeding. No Corporation shall not make any indemnity shall be made under this Section 6(a9(a):
(i) on account of the Indemnitee’s 's conduct which that constitutes a breach of the Indemnitee’s 's duty of loyalty to the Company Corporation or its shareholders stockholders;
(ii) on account of the Indemnitee's acts or is an act or omission omissions not in good faith faith, intentional misconduct, knowing violations of law, fraud or which involves intentional misconduct or deliberately dishonest conduct; or
(iii) if a knowing violation of final decision by a court having jurisdiction in the lawmatter determines that such indemnification is unlawful.
(b) For purposes of Section 6(aNotwithstanding any limitation in Sections 4, 5 or 9(a), the meaning of Corporation will indemnify the phrase “Indemnitee with respect to the fullest extent permitted by law” includesany Proceeding against Expenses, but is not limited to:
(i) judgments and fines to the fullest extent permitted by the Act, including the nonexclusivity provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; and
(ii) to the fullest extent authorized or permitted by ORS 60.414 and including any amendments to or replacements of the Act adopted after the date of this Agreement hereof that may increase the extent to which a corporation may indemnify its officers and directors.
(c) The Company agrees indemnification provided by this Agreement shall not be deemed exclusive of any other rights to indemnify which the Indemnitee for Expenses if may be entitled under the Articles, the Bylaws, any other agreement, any vote of shareholders or directors, the Act, or otherwise, both as to action in the Indemnitee's official capacity and as to action in another capacity while holding such office. The indemnification under this Agreement shall continue as to the Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of even though the fact that Indemnitee is or was may have ceased to be a director or officer and shall inure to the benefit of the Companyheirs, executors, administrators, and personal representatives of the Indemnitee.
Appears in 1 contract
Additional Indemnification. (a) The Company agrees, as set forth in this Section 6(a), to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding Notwithstanding any limitation in Sections 3, 4 or 5, the Company Corporation shall indemnify the Indemnitee to the fullest extent permitted by law in accordance with the provisions of this Section 9(a) if the 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 Corporation to procure a judgment in its favor) involving a claim against the Indemnitee for breach of fiduciary duty by the Indemnitee, against any judgments and all judgments, fines, amounts paid in settlement and Expenses actually and reasonably incurred by the Indemnitee in connection with such Proceeding, except that the Proceeding. No Corporation shall not make any indemnity shall be made under this Section 6(a9(a):
(i) on account of the Indemnitee’s 's conduct which that constitutes a breach of the Indemnitee’s 's duty of loyalty to the Company Corporation or its shareholders stockholders;
(ii) on account of the Indemnitee's acts or is an act or omission omissions not in good faith faith, intentional misconduct, knowing violations of law, fraud or which involves intentional misconduct or deliberately dishonest conduct; or
(iii) if a knowing violation of final decision by a court having jurisdiction in the lawmatter determines that such indemnification is unlawful.
(b) For purposes of Section 6(aNotwithstanding any limitation in Sections 4, 5 or 9(a), the meaning of Corporation will indemnify the phrase “Indemnitee with respect to the fullest extent permitted by law” includesany Proceeding against Expenses, but is not limited to:
(i) judgments and fines to the fullest extent permitted by the Act, including the nonexclusivity provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; and
(ii) to the fullest extent authorized or permitted by ORS 60.414 and including any amendments to or replacements of the Act adopted after the date of this Agreement hereof that may increase the extent to which a corporation may indemnify its officers and directors.
(c) The Company agrees indemnification provided by this Agreement shall not be deemed exclusive of any other rights to indemnify which the Indemnitee for Expenses if Indemnitee is calledmay be entitled under the Articles, the Bylaws, any other agreement, any vote of shareholders or directors, the Act, or otherwise, both as to action in connection with a Proceeding, the Indemnitee's official capacity and as a non-party witness by reason of the fact that Indemnitee is or was a director or officer of the Company.to action in another capacity while holding such
Appears in 1 contract
Additional Indemnification. (a) The Company agreesPursuant to Section 14A:3-5 of the Corporation Act, as set forth in this without limiting any right which the Indemnitee may have pursuant to Section 6(a)2, to indemnify Indemnitee the Certificate, the By-Laws, the Corporation Act, any policy of insurance or otherwise, but subject to the fullest extent permitted limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections 3, 4 or 5Section 3(a), the Company shall indemnify the Indemnitee against any amount which she is or becomes legally obligated to the fullest extent permitted by law if Indemnitee is a party pay relating to or threatened arising out of any claim made against her because of any act, failure to be made a party to act or neglect or breach of duty, including any Proceeding (including a Proceeding by actual or alleged error, misstatement or misleading statement, which she commits, suffers, permits or acquiesces in the right while acting in her capacity as an executive officer of the Company, or, at the request of the Company, as a director, officer, trustee, employee or agent of another corporations partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to procure a judgment in its favor) against all make pursuant to this Section 3 shall include without limitation damages, judgments, finessettlements and charges, amounts paid in settlement costs, expenses, expenses of investigation and Expenses actually expenses of defense of legal actions, suits, proceedings or claims and reasonably incurred by Indemnitee appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Proceeding. No indemnity shall be made under this Section 6(aIndemnitee if a judgment or other final adjudication adverse to the Indemnitee establishes that her acts or omissions (i) on account of Indemnitee’s conduct which constitutes a were in breach of Indemnitee’s her duty of loyalty to the Company or its shareholders or is an act or omission the Stockholders, (ii) were not in good faith or which involves intentional misconduct or involved a knowing violation of law, or (iii) resulted in receipt by the lawIndemnitee of an improper personal benefit. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be required to, be made in accordance with Section 4(a). If that determination is so made it shall be binding upon the Company and the Indemnitee for all purposes.
(b) For purposes of Section 6(a)Expenses (including without limitation attorneys’and others’fees and expenses) incurred by Indemnitee in defending any actual or threatened civil or criminal action, suit, proceeding or claim shall be paid by the meaning Company in advance of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; and
(ii) to the fullest extent final disposition thereof as authorized or permitted by any amendments to or replacements of the Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directorsin accordance with Section 4(b).
(c) The Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of the fact that Indemnitee is or was a director or officer of the Company.
Appears in 1 contract
Sources: Indemnification Agreement (Dendrite International Inc)
Additional Indemnification. (a) The Company agrees, as set forth in this Section 6(a), to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding Notwithstanding any limitation in Sections 3, 4 4, or 5, the Company shall indemnify Indemnitee to the fullest extent not prohibited by (and not merely to the extent affirmatively permitted by by) law 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, damages, judgments, fines, liabilities, losses, penalties, excise taxes and amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 6(a7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) Notwithstanding any limitation in Sections 3, 4, 5 or 7(a), the Company shall indemnify Indemnitee to the fullest extent not prohibited by (and not merely to the extent affirmatively permitted by) law 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, damages, judgments, fines, liabilities, losses, penalties, excise taxes and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding. For purposes of Section 6(aSections 7(a) and 7(b), the meaning of the phrase “to the fullest extent not prohibited by (and not merely to the extent affirmatively permitted by by) law” includesshall include, but is not be limited to:
(i) to the fullest extent permitted by the provision of the Act DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; DGCL, and
(ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Act DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.
(c) The Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of the fact that Indemnitee is or was a director or officer of the Company.
Appears in 1 contract
Sources: Indemnification Agreement (Paxson Communications Corp)
Additional Indemnification. (a) The Company agrees, as set forth in this Section 6(a), to indemnify Indemnitee In addition to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions provided for in Section 2 of this Agreement. Accordingly, notwithstanding any limitation State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in Sections 3settlement actually and reasonably incurred by the Executive Officer or on the Executive Officer’s behalf if, 4 or 5by reason of the Executive Officer serving as a Corporate Fiduciary, the Company shall indemnify Indemnitee Executive Officer is, or is threatened to the fullest extent permitted by law if Indemnitee is be made, a party to or threatened to be made a party to participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the Company foregoing, State Auto shall not be obligated under this Agreement to procure a judgment provide indemnification to the Executive Officer in its favorthe following situations:
(a) against all judgments, fines, amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Proceeding. No indemnity shall be made under this Section 6(a) on account of IndemniteeExecutive Officer’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company actions were knowingly fraudulent, deliberately dishonest or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.willfully wrongful;
(b) For purposes In connection with any Proceeding in which a court of Section 6(a)competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL;
(d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the phrase Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does not directly relate to the fullest extent permitted Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated by law” includesthe Executive Officer, but is not limited toincluding any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless:
(i) to the fullest extent permitted The Proceeding is brought by the provision Executive Officer to enforce any of the Act that authorizes Executive Officer’s rights under this Agreement or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; andcollect money due under this Agreement;
(ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the fullest extent authorized or permitted by any amendments to or replacements of the Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directorspowers vested in State Auto under applicable law.
(civ) The Company agrees As applicable, any determination shall be made under the procedures, and subject to indemnify Indemnitee for Expenses if Indemnitee is calledthe presumptions, set forth in connection with a Proceeding, as a non-party witness by reason Sections 6 and 7 of the fact that Indemnitee is or was a director or officer of the Companythis Agreement.
Appears in 1 contract
Sources: Officer Indemnification Agreement (State Auto Financial CORP)
Additional Indemnification. (a) The Company agreesPursuant to Section 565 of the BCA, as set forth in this without limiting any right which the Indemnitee may have pursuant to Section 6(a)2 hereof, to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s BylawsBy-Laws, the Act BCA, any policy of insurance or otherwise, but subject to the other provisions limitations on the maximum permissible indemnity which may exist under applicable law at the time of this Agreement. Accordingly, notwithstanding any limitation in Sections 3, 4 or 5request for indemnity hereunder determined as contemplated by Section 3(a) hereof, the Company shall indemnify the Indemnitee to against any amount which the fullest extent permitted by law if Indemnitee is a party or becomes legally obligated to pay relating to or threatened arising out of any claim made against the Indemnitee because of any act, failure to be made act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which the Indemnitee commits, suffers, permits or acquiesces in while acting in such capacity as a party to any Proceeding (including a Proceeding by director or in the right officer of the Company, or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to procure a judgment in its favor) against all make pursuant to this Section 3 shall include without limitation damages, judgments, finessettlements and charges, amounts paid in settlement costs, expenses, expenses of investigation and Expenses actually expenses of defense of legal actions, suits, proceedings or claims and reasonably incurred by Indemnitee appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to fine or replacement of similar governmental imposition which the ActCompany is prohibited by applicable law from paying which results from a final, nonappealable order; andor
(ii) to the fullest extent authorized based upon or permitted attributable to the Indemnitee gaining in fact a personal profit to which the Indemnitee was not legally entitled, including without limitation profits made from the purchase and sale by any amendments to or replacements the Indemnitee of equity securities of the Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act adopted after of 1934, as amended, and profits arising from transactions in publicly traded securities of the date Company which were effected by the Indemnitee in violation of Section 10(b) of the Securities Exchange Act of 1934, as amended, including Rule 10b-5 promulgated thereunder. The determination of whether the Indemnitee shall be entitled to indemnification under this Agreement Section 3(a) may be, but shall not be required to be, made in accordance with Section 4(a) hereof. If that increase determination is so made, it shall be binding upon the extent to which a corporation may indemnify its officers Company and directorsthe Indemnitee for all purposes.
(cb) The Expenses (including without limitation attorneys' and others' fees and expenses) incurred by Indemnitee in defending any actual or threatened civil or criminal action, suit, proceeding or claim shall be paid by the Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason advance of the fact that Indemnitee is or was a director or officer of the Companyfinal disposition thereof as authorized in accordance with Section 4(b) hereof.
Appears in 1 contract
Sources: Indemnification Agreement (Michigan Consolidated Gas Co /Mi/)
Additional Indemnification. (a) The Company agreesPursuant to Section 14A:3-5 of the Corporation Act, as set forth in this without limiting any right which the Indemnitee may have pursuant to Section 6(a)2, to indemnify Indemnitee the Certificate, the By-Laws, the Corporation Act, any policy of insurance or otherwise, but subject to the fullest extent permitted limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections 3, 4 or 5Section 3(a), the Company shall indemnify the Indemnitee against any amount which he is or becomes legally obligated to the fullest extent permitted by law if Indemnitee is a party pay relating to or threatened arising out of any claim made against him because of any act, failure to be made act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which he commits, suffers, permits or acquiesces in while acting in his capacity as a party to any Proceeding (including a Proceeding by or in the right [director] [executive officer] of the Company, or, at the request of the Company, as a director, officer, trustee, employee or agent of another corporations partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to procure a judgment in its favor) against all make pursuant to this Section 3 shall include without limitation damages, judgments, finessettlements and charges, amounts paid in settlement costs, expenses, expenses of investigation and Expenses actually expenses of defense of legal actions, suits, proceedings or claims and reasonably incurred by Indemnitee appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Proceeding. No indemnity shall be made under this Section 6(aIndemnitee if a judgment or other final adjudication adverse to the Indemnitee establishes that his acts or omissions (i) on account of Indemnitee’s conduct which constitutes a were in breach of Indemnitee’s his duty of loyalty to the Company or its shareholders or is an act or omission the Stockholders, (ii) were not in good faith or which involves intentional misconduct or involved a knowing violation of the law.
, or (biii) For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(i) to the fullest extent permitted resulted in receipt by the provision Indemnitee of an improper personal benefit. The determination of whether the Act that authorizes or contemplates additional Indemnitee shall be entitled to indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; and
(ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.
(c) The Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of the fact that Indemnitee is or was a director or officer of the Company.under this
Appears in 1 contract
Sources: Indemnification Agreement (Dendrite International Inc)
Additional Indemnification. (a) The Company agrees, as set forth in this Section 6(a), to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding Notwithstanding any limitation in Sections 2, 3, 4 or 54, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the name or right of the Company to procure a judgment in its favor) against all judgments, fines, amounts paid in settlement Liabilities and Expenses actually and reasonably suffered or incurred by Indemnitee in connection with the such Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(i) i. to the fullest extent permitted by the provision of the Act DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; DGCL, and
(ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the Act DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.
(cb) The Notwithstanding any provision in this Agreement, the Company agrees shall not be obligated under this Agreement to indemnify Indemnitee for Expenses if Indemnitee is called, make any indemnification in connection with any claim made against Indemnitee for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; provided, however, that this Section 6(b) shall not negate Indemnitee’s right to the advancement of Expenses unless and to the extent that the Company reasonably determines that Indemnitee violated Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws and must disgorge profits in connection with such violation; further provided, however, that notwithstanding anything to the contrary stated or implied in this Section, indemnification pursuant to this Agreement relating to any Proceeding against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws shall not be prohibited if Indemnitee ultimately establishes in any a Proceedingfinal, as a non-party witness appealable judgment, by reason a court of competent jurisdiction, that no recovery of such profits from Indemnitee is permitted under Section 16(b) of the fact that Indemnitee is Exchange Act or was a director similar provisions of any federal, state or officer of the Companylocal laws.
Appears in 1 contract
Additional Indemnification. (a) The Company agrees, as set forth in this Section 6(a), to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding Notwithstanding any limitation in Sections 3, 4 Section 3 or 54, the Company shall indemnify Indemnitee in accordance with the provisions of this Section 8(a) to the fullest extent permitted by law 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) involving a claim against Indemnitee for breach of fiduciary duty by Indemnitee against all judgmentsExpenses, fines, amounts paid in settlement judgments and Expenses fines actually and reasonably incurred by Indemnitee in connection with the Proceeding. No , provided that no indemnity shall be made under this Section 6(a8(a) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company or its shareholders or shareholders, is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law, or with respect to an unlawful distribution under ORS 60.367.
(b) For purposes of Notwithstanding any limitation in Section 6(a3, 4 or 8(a), the meaning Company shall indemnify 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 phrase “Company to procure a judgment in its favor) against all Expenses, judgments and fines actually and reasonably incurred by Indemnitee in connection with the fullest extent permitted by law” includes, but is not limited to:
(i) Proceeding to the fullest extent permitted by the Act, including the nonexclusivity provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding ORS 60.414(1) and any successor provision of any amendment to or replacement of the Act; and
(ii) to the fullest extent authorized or permitted by and including any amendments to or replacements of the Act adopted after the date of this Agreement hereof that may increase the extent to which a corporation may indemnify its officers and directors.
(c) The Company agrees indemnification provided by this Agreement shall not be deemed exclusive of any other rights to indemnify which Indemnitee for Expenses if may be entitled under the Articles, Bylaws, any other agreement, any vote of shareholders or directors, the Act or otherwise, both as to action in Indemnitee's official capacity or as to action in another capacity while holding that office. The indemnification under this Agreement shall continue as to Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of the fact that even though Indemnitee is or was may have ceased to be a director or officer and shall inure to the benefit of the CompanyIndemnitee's heirs and personal representatives.
Appears in 1 contract
Additional Indemnification. (a) The Company agrees, as set forth in this Pursuant to ORC Section 6(a1701.13(E)(6), without limiting any right which the Indemnitee may have pursuant to indemnify Indemnitee to Section 2 hereof or any other provision of this Agreement or the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s BylawsRegulations, the Act ORC, any policy of insurance, or otherwise, but subject to any limitation on the other maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder and subject to the following provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections Section 3, 4 or 5, the Company shall indemnify the Indemnitee against any amount which he is or becomes obligated to the fullest extent permitted by law if Indemnitee is a party pay relating to or arising out of any claim (including any pending, threatened or completed action, suit or proceeding to which he is or is threatened to be made a party party) made against him because of any action alleged to have been taken or omitted to be taken, including any Proceeding (including actual or alleged error, misstatement, or misleading statement, which he commits, suffers, permits, or acquiesces in while acting in his capacity as a Proceeding by Director or in the right an officer of the Company. The payments which the Company is obligated to procure a judgment in its favor) against all make pursuant to this Section 3 shall include, without limitation, judgments, fines, and amounts paid in settlement and any and all Expenses actually and reasonably incurred by the Indemnitee in connection with therewith including any appeal of or from any judgment or decision; provided, however, that the Proceeding. No indemnity Company shall not be made obligated under this Section 6(a) on account of 3 to make any payment in connection with any claim against the Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to fine or replacement of similar governmental imposition which the ActCompany is prohibited by applicable law from paying which results from a final, nonappealable order; andor
(ii) to the fullest extent authorized based upon or permitted attributable to the Indemnitee having actually realized a personal gain or profit to which he was not legally entitled, including, without limitation, profit from the purchase and sale by any amendments to or replacements the Indemnitee of equity securities of the Company which is recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act adopted after of 1934, or profit arising from transactions in publicly traded securities of the date Company which were effected by the Indemnitee in violation of Section 10(b) of the Securities Exchange Act of 1934, or Rule 10b-5 promulgated thereunder.
(b) A determination as to whether the Indemnitee shall be entitled to indemnification under this Agreement that increase the extent to which a corporation may indemnify its officers and directorsSection 3 shall be made in accordance with Section 4(a).
(c) The Expenses incurred by the Indemnitee in defending any claim to which this Section 3 applies shall be paid by the Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, as they are actually and reasonably incurred in connection with a Proceeding, as a non-party witness by reason advance of the fact that Indemnitee is or was a director or officer final disposition of such claim under the Companyprocedure set forth in Section 4(b).
Appears in 1 contract
Sources: Indemnification Agreement (Brush Engineered Materials Inc)
Additional Indemnification. (a) The Company agrees, as set forth in this Section 6(a), to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding Notwithstanding any limitation in Sections 3, 4 Section 3 or 54, the Company shall indemnify Indemnitee in accordance with the provisions of this Section 8(a) to the fullest extent permitted by law 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) involving a claim against Indemnitee for breach of fiduciary duty by Indemnitee, against all judgmentsExpenses, fines, amounts paid in settlement judgments and Expenses fines actually and reasonably incurred by Indemnitee in connection with the Proceeding. No , provided that no indemnity shall be made under this Section 6(a8(a) (1) on account of Indemnitee’s 's conduct which (i) constitutes a breach of Indemnitee’s 's duty of loyalty to the Company or its shareholders or shareholders, (ii) is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law, or (iii) results in Indemnitee being adjudged liable to the Company, or (2) with respect to an unlawful distribution under ORS 60.367.
(b) For purposes of Notwithstanding any limitation in Section 6(a3, 4 or 8(a), the meaning Company shall indemnify 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 phrase “Company to procure a judgment in its favor) against all Expenses, judgments and fines actually and reasonably incurred by Indemnitee in connection with the fullest extent permitted by law” includes, but is not limited to:
(i) Proceeding to the fullest extent permitted by the Act, including the nonexclusivity provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding ORS 60.414(1) and any successor provision of any amendment to or replacement of the Act; and
(ii) to the fullest extent authorized or permitted by and including any amendments to or replacements of the Act adopted after the date of this Agreement hereof that may increase the extent to which a corporation may indemnify its officers and directors.
(c) The Company agrees indemnification provided by this Agreement shall not be deemed exclusive of any other rights to indemnify which Indemnitee for Expenses if may be entitled under the Articles, Bylaws, any other agreement, any vote of shareholders or directors, the Act or otherwise, both as to action in Indemnitee's official capacity or as to action in another capacity while holding that office. The indemnification under this Agreement shall continue as to Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of the fact that even though Indemnitee is or was may have ceased to be a director or officer and shall inure to the benefit of the CompanyIndemnitee's heirs and personal representatives.
Appears in 1 contract
Additional Indemnification. (a) The Company agrees, as set forth in this Section 6(a), to Each Security Holder shall severally indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding Parent Indemnified Parties for any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law 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 judgments, fines, amounts paid in settlement and Expenses actually and reasonably Damages incurred by Indemnitee any Acquired Entity in connection with (i) the Proceedingdisputes set forth on SCHEDULE 8.10(a) of this Agreement (the "DISPUTES"), (ii) any Tax Liability relating to state income tax payable to states in which any Acquired Entity has franchisees but does not pay such tax, any Tax Liability relating to use tax payable to states in which the Acquired Entities do not pay such tax, payroll tax payable with respect to independent contractors of any Acquired Entity, and/or escheat or unclaimed property reporting (a "SPECIAL TAX CLAIM"), and (iii) the Company's inability to collect consistent data records for meal and break periods for non-exempt positions (the "FLSA CLAIM" and, collectively with the Disputes and the Special Tax Claim, the "SPECIAL INDEMNITY ITEMS"). No indemnity shall be made The Security Holders' indemnification obligations under this Section 6(a) on account SECTION 8.10 shall survive for a period of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to eighteen months after the Company or its shareholders or is an act or omission Closing Date, and the Security Holders' aggregate Liability for indemnification under this SECTION 8.10 shall not in good faith or which involves intentional misconduct or a knowing violation of the lawexceed $4,000,000.
(b) For purposes of Section 6(aThe Company shall continue to contest and defend the Disputes. Such contest and defense shall be conducted by reputable attorneys employed by the Company and approved by the Sellers' Representative (which approval will not be unreasonably withheld or delayed). Sellers' Representative shall be deemed to have approved counsel currently engaged by the Company in connection with the Disputes and such counsel shall not be changed without good reason. The Company may not concede, settle or compromise the meaning Disputes without the consent of the phrase “Sellers' Representative, which consent will not be unreasonably withheld or delayed in light of all factors of importance to the fullest extent permitted by law” includes, but is not limited to:
(i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; and
(ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directorssuch party.
(c) If the Company shall have a claim against the Security Holders with respect to a FLSA Claim or a Special Tax Claim, the Company shall deliver notice of such claim with reasonable promptness to the Sellers' Representative. The failure to give such notice shall not affect whether the Security Holders are liable for reimbursement unless such failure has resulted in the loss of substantive rights with respect to the Sellers' Representative's ability to defend such claim, and then only to the extent of such loss. If the Sellers' Representative notifies the Company agrees that it does not dispute the claim described in such notice or fails to indemnify Indemnitee for Expenses if Indemnitee is callednotify the Company within 30 days after delivery of such notice by the Company whether the Sellers' Representative disputes the claim described in such notice, the Damages in connection with the amount specified in the Company's notice will be conclusively deemed a Proceeding, as a non-party witness by reason liability of the fact that Indemnitee is or was a director or officer Security Holders and the amount of Damages shall be released to the CompanyCompany from the Special Indemnity Account in accordance with the Indemnity Escrow Agreement.
Appears in 1 contract
Additional Indemnification. (a) The Company agreesPursuant to Section 145(f) of the DGCL, as set forth in this without limiting any right which the Indemnitee may have pursuant to Section 6(a)2 hereof, to indemnify Indemnitee the certificate, the bylaws, the DGCL, any policy of insurance or otherwise, but subject to the fullest extent permitted limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections 3, 4 or 5Section 3(a) hereof, the Company shall indemnify the Indemnitee against any amount which he is or becomes legally obligated to the fullest extent permitted by law if Indemnitee is a party pay relating to or threatened arising out of any claim made against him because of any act, failure to be made act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which he commits, suffers, permits or acquiesces in while acting in his capacity as a party to any Proceeding (including a Proceeding by director or in the right officer of the Company, or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to procure a judgment in its favor) against all make pursuant to this Section 3 shall include damages, judgments, fines, amounts paid settlements and charges, costs and Expenses, provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in settlement connection with any claim against the Indemnitee:
(i) to the extent of any fine or similar governmental imposition which the Company is prohibited by applicable law from paying which results in a final, non-appealable order; or
(ii) to the extent based upon or attributable to the Indemnitee gaining a personal profit to which he was not legally entitled, including without limitation profits made from the purchase and sale by the Indemnitee of equity securities of the Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, and profits arising from transactions in publicly traded securities of the Company which were effected by the Indemnitee in violation of Section 10(b) of the Securities Exchange Act of 1934, as amended, including Rule 10b-5 promulgated thereunder. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be required to, be made in accordance with Section 4(a) hereof. If that determination is so made, it shall be binding upon the Company and the Indemnitee for all purposes.
(b) To the extent that the Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any action, suit or proceeding referred to in Section 3(a) or in defense of any claim, issue or matter therein, he shall be indemnified against costs, charges and Expenses actually and reasonably incurred by Indemnitee him in connection with the Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; and
(ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directorstherewith.
(c) The All costs, charges and Expenses for which indemnification is available under Section 3(a) shall be paid by the Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason advance of the fact that Indemnitee is or was a director or officer final disposition of the Companyaction, suit or proceeding giving rise to the indemnification. Such payment shall be made immediately in the manner described by Section 4(b).
Appears in 1 contract
Additional Indemnification. (a) The Company agreesWithout limiting any right that the Indemnitee may have pursuant to Section 2 hereof, as set forth in this Section 6(a)the Charter, to indemnify Indemnitee the By-Laws, the DGCL, any policy of insurance or otherwise, but subject to the fullest extent permitted limitations on the maximum permissible indemnity that may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections 3, 4 or 5Section 3(a) hereof, the Company shall indemnify the Indemnitee against any amount that he is or becomes legally obligated to the fullest extent permitted by law if Indemnitee is a party pay relating to or threatened arising out of any claim made against him because of any act, failure to be made act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which he commits, suffers, permits or acquiesces in while acting in his capacity as a party to any Proceeding (including a Proceeding by or in the right director [and/or officer] of the Company, or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments that the Company is obligated to procure a judgment in its favor) against all make pursuant to this Section 3 shall include without limitation judgments, finesliabilities, amounts paid in settlement as settlements, costs and Expenses actually expenses, of legal actions, suits or proceedings and reasonably incurred by Indemnitee appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to fine or replacement of similar governmental imposition that the ActCompany is prohibited by applicable law from paying that results in a final, nonappealable order; andor
(ii) to the fullest extent authorized based upon or permitted attributable to the Indemnitee gaining in fact a personal profit to which he was not legally entitled, including without limitation profits made from the purchase and sale by any amendments to or replacements the Indemnitee of equity securities of the Company that are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act adopted after of 1934, and profits arising from transactions in publicly traded securities of the date Company that were effected by the Indemnitee in violation of Section 10(b) of the Securities Exchange Act of 1934, including Rule 10b-5 promulgated thereunder. The determination of whether the Indemnitee shall be entitled to indemnification under this Agreement Section 3(a) may be, but shall not be required to, be made in accordance with Section 4(a) hereof. If that increase determination is so made, it shall be binding upon the extent to which a corporation may indemnify its officers Company and directorsthe Indemnitee for all purposes.
(cb) The Expenses (including without limitation attorneys’ fees) incurred by Indemnitee in defending any actual or threatened civil or criminal action, suit or proceeding shall be paid by the Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason advance of the fact that Indemnitee is or was a director or officer of the Companyfinal disposition thereof as authorized in accordance with Section 4(b) hereof.
Appears in 1 contract
Additional Indemnification. (a) The Company agrees, as set forth in this Without limiting any right which the Indemnitee may have pursuant to Section 6(a), to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles2 hereof, the Company’s BylawsDeclaration of Trust, the Act or the other provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections 3, 4 or 5By-Laws, the Company MGCL, any policy of insurance or otherwise, the Trust shall indemnify the Indemnitee to against any amounts which the fullest extent permitted by law if Indemnitee is a party or becomes legally obligated to pay relating to or arising out of any Proceeding to which the Indemnitee is, was, or is 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 judgments, fines, amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee Party in connection with any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which the ProceedingIndemnitee commits, suffers, permits or acquiesces in while acting in an Indemnified Capacity; provided, however, that the Trust shall not be obligated under this Section 3(a) to indemnify the Indemnitee against any such amounts to the extent that:
(i) such indemnification would exceed the maximum indemnity permitted under applicable law at the time of the Indemnitee’s request for indemnification against such amount;
(ii) the Trust is otherwise prohibited by applicable law from paying such amounts; or
(iii) the Proceeding with respect to which such Indemnified Amounts are incurred is based upon or attributable to the Indemnitee actually receiving a personal benefit in money, property or services to which the Indemnitee was not legally entitled, including, without limitation, profits made from the purchase and sale by the Indemnitee of equity securities of the Trust which are recoverable by the Trust pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and profits arising from transactions in publicly traded securities of the Trust which were effected by the Indemnitee in violation of Section 10(b) of the Exchange Act, including Rule 10b-5 promulgated thereunder. No indemnity The Indemnitee shall request indemnification under this Section 3(a) in accordance with Section 4(a) hereof or in any other manner which the Indemnitee and the Trust shall reasonably agree. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 3(a) shall be made under this in accordance with Section 6(a4(b) on account of Indemnitee’s conduct hereof or in any other manner which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of Indemnitee and the lawTrust shall reasonably agree. Any such determination shall be binding upon the Trust and the Indemnitee for all purposes.
(b) For purposes of Section 6(a), Expenses (including attorneys’ fees) incurred by the meaning Indemnitee in any Proceeding shall be paid by the Trust in advance of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(ifinal disposition thereof as authorized in accordance with Section 4(e) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; and
(ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directorshereof.
(c) The Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of the fact that Indemnitee is or was a director or officer of the Company.
Appears in 1 contract
Additional Indemnification. (a) The Company agrees, as set forth in this Section 6(a), to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding Notwithstanding any limitation in Sections 3, 4 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law 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, fines and amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 6(a7(a) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) Notwithstanding any limitation in Sections 3, 4, 5 or 7(a), the Company shall indemnify Indemnitee to the fullest extent permitted by law 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 judgement in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding.
(c) For purposes of Section 6(aSections 7(a) and 7(b), the meaning of the phrase “"to the fullest extent permitted by law” includes" shall include, but is not be limited to:
(i) to the fullest extent permitted by the provision of the Act DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; DGCL, and
(ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Act DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.
(c) The Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of the fact that Indemnitee is or was a director or officer of the Company.
Appears in 1 contract
Sources: Indemnification Agreement (Harvest Natural Resources Inc)
Additional Indemnification. (a) The Company agrees, as set forth in this Without limiting any right which the Indemnitee may have pursuant to Section 6(a), to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles2 hereof, the Company’s BylawsDeclaration of Trust, the Act or the other provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections 3, 4 or 5By-Laws, the Company MGCL, any policy of insurance or otherwise, the Trust shall indemnify the Indemnitee to against any amounts which the fullest extent permitted by law if Indemnitee is a party or becomes legally obligated to pay relating to or arising out of any Proceeding to which the Indemnitee is, was, or is 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 judgments, fines, amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee Party in connection with any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which the ProceedingIndemnitee commits, suffers, permits or acquiesces in while acting in an Indemnified Capacity; provided, however, that the Trust shall not be obligated under this Section 3(a) to indemnify the Indemnitee against any such amounts to the extent that:
(i) such indemnification would exceed the maximum indemnity permitted under applicable law at the time of the Indemnitee's request for indemnification against such amount;
(ii) the Trust is otherwise prohibited by applicable law from paying such amounts; or
(iii) the Proceeding with respect to which such Indemnified Amounts are incurred is based upon or attributable to the Indemnitee actually receiving a personal benefit in money, property or services to which the Indemnitee was not legally entitled, including, without limitation, profits made from the purchase and sale by the Indemnitee of equity securities of the Trust which are recoverable by the Trust pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and profits arising from transactions in publicly traded securities of the Trust which were effected by the Indemnitee in violation of Section 10(b) of the Exchange Act, including Rule 10b-5 promulgated thereunder. No indemnity The Indemnitee shall request indemnification under this Section 3(a) in accordance with Section 4(a) hereof or in any other manner which the Indemnitee and the Trust shall reasonably agree. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 3(a) shall be made under this in accordance with Section 6(a4(b) on account of Indemnitee’s conduct hereof or in any other manner which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of Indemnitee and the lawTrust shall reasonably agree. Any such determination shall be binding upon the Trust and the Indemnitee for all purposes.
(b) For purposes of Section 6(a), Expenses (including attorneys' fees) incurred by the meaning Indemnitee in defending any Proceeding shall be paid by the Trust in advance of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(ifinal disposition thereof as authorized in accordance with Section 4(e) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; and
(ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directorshereof.
(c) The Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of the fact that Indemnitee is or was a director or officer of the Company.
Appears in 1 contract
Sources: Indemnification Agreement (Lexington Corporate Properties Trust)
Additional Indemnification. (a) The Company agreesPursuant to Section 145(f) of the -------------------------- GCL, as set forth in this without limiting any right which the Indemnitee may have pursuant to Section 6(a), to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles1 hereof, the Company’s Certificate, the Bylaws, the Act GCL, any policy of insurance or otherwise, but subject to the other provisions limitations on the maximum permissible indemnity which may exist under applicable law at the time of this Agreement. Accordingly, notwithstanding any limitation in Sections 3, 4 or 5request for indemnity hereunder determined as contemplated by Section 2(a) hereof, the Company shall indemnify the Indemnitee against any amount which he is or becomes legally obligated to the fullest extent permitted by law if Indemnitee is a party pay relating to or threatened arising out of any claim made against him because of any act, failure to be made act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which he commits, suffers, permits or acquiesces in while acting in his capacity as a party to any Proceeding (including a Proceeding by director, officer, employee or in the right agent of the Company, or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to procure a judgment in its favor) against all make pursuant to this Section 2 shall include, without limitation, damages, judgments, finessettlements and charges, amounts paid in settlement costs, expenses, expenses of investigation and Expenses actually expenses of defense of legal actions, suits, proceedings or claims and reasonably incurred by Indemnitee appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated -------- ------- under this Section 2(a) to make any payment in connection with any claim against the Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to fine or replacement of similar governmental imposition which the ActCompany is prohibited by applicable law from paying which results in a final, nonappealable order; andor
(ii) to the fullest extent authorized based upon or permitted attributable to the Indemnitee gaining in fact a personal profit to which he was not legally entitled, including without limitation profits made from the purchase and sale by any amendments to or replacements the Indemnitee of equity securities of the Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act adopted after of 1934, as amended, and profits arising from transactions in publicly traded securities of the date Company which were effected by the Indemnitee in violation of this Agreement that increase Section 10(b) of the Securities Exchange Act of 1934, as amended, including Rule 10b-5 promulgated thereunder; or
(iii) subject to the provisions of Section 6(c), to the extent based upon or attributable to which a corporation any actions, suits or proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, but indemnification may indemnify its officers be provided by the Company if the Board of Directors finds it to be appropriate. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 2(a) may be, but shall not be required to, be made in accordance with Section 3(a) hereof. If that determination is so made, it shall be binding upon the Company and directorsthe Indemnitee for all purposes.
(cb) The Company agrees to indemnify All expenses (including without limitation attorneys' and others' fees and expenses) incurred by the Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, his capacity as a non-party witness by reason director, officer, employee or agent of the fact that Indemnitee is Company in defending any civil, criminal, administrative or was a director investigative action, suit or officer proceeding shall be paid by the Company in advance of the Companyfinal disposition of such action, suit or proceeding in accordance with Section 3(b) hereof.
Appears in 1 contract
Sources: Indemnification Agreement (Rightnow Technologies Inc)
Additional Indemnification. (a) The Company agreesPursuant to Section 12:83E of the LBCL, as without limiting any right which the Indemnitee may have under Section 2, the Articles, the By-Laws, the LBCL, any policy of insurance or otherwise, but subject to the limitations set forth in Section 2(f) and to any maximum permissible indemnity that may exist under applicable law at the time of any request for indemnity hereunder as contemplated by this Section 6(a3(a), to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections 3, 4 or 5, the Company shall will indemnify the Indemnitee against any amount which he or she is or becomes legally obligated to the fullest extent permitted by law if Indemnitee is a party pay relating to or threatened arising out of any claim made against him or her because of any act, failure to be made act or neglect or breach of duty, including any actual or alleged error, omission, misstatement or misleading statement, which he or she commits, suffers, permits or acquiesces in while acting in his or her capacity as a party to any Proceeding (including a Proceeding by director or in the right officer of the Company, or, at the request of the Company, in an Authorized Capacity of or for Another Entity. The payments which the Company is obligated to procure a judgment in its favor) against all make pursuant to this Section 3 will include without limitation damages, judgments, fines, amounts paid in settlement, fines and reasonable charges, costs, expenses, including attorneys’ fees, expenses of investigation, preparation, defense and settlement of Proceedings, and Expenses actually and reasonably incurred by Indemnitee expenses of appeal, attachment or similar bonds; provided, however, that the Company will not be obligated under this Section 3(a) to make any payment in connection with any claim against the Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to fine or replacement of similar governmental imposition which the ActCompany is prohibited by applicable law from paying and which results from a final, nonappealable order; andor
(ii) to the fullest extent authorized based upon or permitted by any amendments attributable to the Indemnitee gaining in fact a personal profit to which he or replacements she was not legally entitled, including without limitation profits made from the purchase and sale of equity securities of the Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act adopted after of 1934, as amended (the date “Exchange Act”), and profits arising from transactions in securities which were effected in violation of this Agreement that increase Section 10(b) or Section14(e) of the Exchange Act, including Rule 10b-5 or Rule 14e-3 promulgated thereunder; or
(iii) to the extent such claim is the result of the Indemnitees’s willful or intentional misconduct. The determination of whether the Indemnitee is entitled to which a corporation may indemnify its officers and directorsindemnification under this Section 3(a) shall be made in accordance with Section 4(b).
(cb) The Company agrees to indemnify Any and all costs, charges and expenses, including without limitation attorneys’ and others’ fees, actually and reasonably incurred by the Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, any claim for which the Indemnitee may be entitled to indemnification pursuant to Section 3(a) will be paid by the Company as a non-party witness by reason incurred and in advance of the fact that Indemnitee is or was a director or officer of final disposition thereof in accordance with the Companyprocedure set forth in Section 4(e).
Appears in 1 contract
Additional Indemnification. (a) The Company agreesPursuant to Section 14A:3-5 of the Corporation Act, as set forth in this without limiting any right which the Indemnitee may have pursuant to Section 6(a)2, to indemnify Indemnitee the Certificate, the By-Laws, the Corporation Act, any policy of insurance or otherwise, but subject to the fullest extent permitted limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections 3, 4 or 5Section 3(a), the Company shall indemnify the Indemnitee against any amount which she is or becomes legally obligated to the fullest extent permitted by law if Indemnitee is a party pay relating to or threatened arising out of any claim made against her because of any act, failure to be made a party to act or neglect or breach of duty, including any Proceeding (including a Proceeding by actual or alleged error, misstatement or misleading statement, which she commits, suffers, permits or acquiesces in the right while acting in her capacity as an executive officer of the Company, or, at the request of the Company, as a director, officer, trustee, employee or agent of another corporations partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to procure a judgment in its favor) against all make pursuant to this Section 3 shall include without limitation damages, judgments, finessettlements and charges, amounts paid in settlement costs, expenses, expenses of investigation and Expenses actually expenses of defense of legal actions, suits, proceedings or claims and reasonably incurred by Indemnitee appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Proceeding. No indemnity shall be made under this Section 6(aIndemnitee if a judgment or other final adjudication adverse to the Indemnitee establishes that her acts or omissions (i) on account of Indemnitee’s conduct which constitutes a were in breach of Indemnitee’s her duty of loyalty to the Company or its shareholders or is an act or omission the Stockholders, (ii) were not in good faith or which involves intentional misconduct or involved a knowing violation of law, or (iii) resulted in receipt by the lawIndemnitee of an improper personal benefit. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be, required to be made in accordance with Section 4(a). If that determination is so made, it shall be binding upon the Company and the Indemnitee for all purposes.
(b) For purposes of Section 6(a)Expenses (including without limitation attorneys’and others’fees and expenses) incurred by Indemnitee in defending any actual or threatened civil or criminal action, suit, proceeding or claim shall be paid by the meaning Company in advance of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; and
(ii) to the fullest extent final disposition thereof as authorized or permitted by any amendments to or replacements of the Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directorsin accordance with Section 4(b).
(c) The Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of the fact that Indemnitee is or was a director or officer of the Company.
Appears in 1 contract
Sources: Indemnification Agreement (Dendrite International Inc)
Additional Indemnification. (a) The Company agrees, as set forth in this Section 6(a), to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding a. Notwithstanding any limitation in Sections 3, 4 or 5, the Company Corporation shall indemnify Indemnitee to the fullest extent permitted by law 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 Corporation to procure a judgment in its favor) against all reasonable Expenses, judgments, fines, fines and amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the such Proceeding. No , provided that no indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company Corporation or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) b. For purposes of Section 6(a), ) the meaning of the phrase “to the fullest extent permitted by law” includesshall include, but is not be limited to:
(i) i. to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; , and
(ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.
(c) The Company agrees c. If the indemnification provided in Sections 3, 4 and 5 is unavailable in whole or in part and may not be paid to indemnify Indemnitee for Expenses any reason other than those set forth in Section 7, then in respect to any Proceeding in which the Corporation is jointly liable with Indemnitee (or would be if Indemnitee is calledjoined in such Proceeding), to the fullest extent permissible under applicable law, the Corporation, in lieu of indemnifying and holding harmless Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for Expenses, judgments, decisions of arbitrators, fines, penalties, and/or amounts paid or to be paid in settlement, in connection with a Proceedingany Proceeding without requiring Indemnitee to contribute to such payment, as a non-party witness by reason and the Corporation hereby waives and relinquishes any right of the fact that Indemnitee is or was a director or officer of the Companycontribution it may have at any time against Indemnitee.
Appears in 1 contract
Additional Indemnification. (a) The Company agreesPursuant to Section 565 of the BCA, as set forth in this without limiting any right which the Indemnitee may have pursuant to Section 6(a)2 hereof, to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s BylawsBy-Laws, the Act BCA, any policy of insurance or otherwise, but subject to the other provisions limitations on the maximum permissible indemnity which may exist under applicable law at the time of this Agreement. Accordingly, notwithstanding any limitation in Sections 3, 4 or 5request for indemnity hereunder determined as contemplated by Section 3(a) hereof, the Company shall indemnify the Indemnitee to against any amount which the fullest extent permitted by law if Indemnitee is a party or becomes legally obligated to pay relating to or threatened arising out of any claim made against the Indemnitee because of any act, failure to be made act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which the Indemnitee commits, suffers, permits or acquiesces in while acting in such capacity as a party to any Proceeding (including a Proceeding by director or in the right officer of the Company, or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to procure a judgment in its favor) against all make pursuant to this Section 3 shall include without limitation damages, judgments, finessettlements and charges, amounts paid in settlement costs, expenses, expenses of investigation and Expenses actually expenses of defense of legal actions, suits, proceedings or claims and reasonably incurred by Indemnitee appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to fine or replacement of similar governmental imposition which the ActCompany is prohibited by applicable law from paying which results from a final, nonappealable order; andor
(ii) to the fullest extent authorized based upon or permitted attributable to the Indemnitee gaining in fact a personal profit to which the Indemnitee was not legally entitled, including without limitation profits made from the purchase and sale by any amendments to or replacements the Indemnitee of equity securities of the Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act adopted after of 1934, as amended, and profits arising from transactions in publicly traded securities of the date Company which were effected by the Indemnitee in violation of Section 10(b) of the Securities Exchange Act of 1934, as amended, including Rule l0b-5 promulgated thereunder. The determination of whether the Indemnitee shall be entitled to indemnification under this Agreement Section 3(a) may be, but shall not be required to be, made in accordance with Section 4(a) hereof. If that increase determination is so made, it shall be binding upon the extent to which a corporation may indemnify its officers Company and directorsthe Indemnitee for all purposes.
(cb) The Expenses (including without limitation attorneys' and others' fees and expenses) incurred by Indemnitee in defending any actual or threatened civil or criminal action, suit, proceeding or claim shall be paid by the Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason advance of the fact that Indemnitee is or was a director or officer of the Companyfinal disposition thereof as authorized in accordance with Section 4(b) hereof.
Appears in 1 contract
Additional Indemnification. (a) The Company agrees, as set forth in this Pursuant to Section 6(a1701.13(E)(6) of the General Corporation Law of the State of Ohio (the "OCL"), without limiting any right which the Indemnitee may have pursuant to indemnify Indemnitee to Section 2 hereof or any other provision of this Agreement or the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s BylawsRegulations, the Act OCL, any policy of insurance, or otherwise, but subject to any limitation on the other maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder and subject to the following provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections Section 3, 4 or 5, the Company shall indemnify the Indemnitee against any amount which he is or becomes obligated to the fullest extent permitted by law if Indemnitee is a party pay relating to or threatened arising out of any claim made against him because of any act, failure to be made act, or neglect or breach of duty, including any actual or alleged error, misstatement, or misleading statement, that he commits, suffers, permits, or acquiesces in while acting in his capacity as a party to any Proceeding (including a Proceeding by or in the right director of the Company. The payments which the Company is obligated to procure a judgment in its favor) against all make pursuant to this Section 3 shall include judgments, fines, and amounts paid in settlement and Expenses any and all Expenses, actually and reasonably incurred by the Indemnitee in connection with therewith including any appeal of or from any judgment or decision; provided, however, that the Proceeding. No indemnity Company shall not be made obligated under this Section 6(a) on account of 3 to make any payment in connection with any claim against the Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to fine or replacement of similar governmental imposition which the ActCompany is prohibited by applicable law from paying which results from a final, nonappealable order; andor
(ii) to the fullest extent authorized based upon or permitted attributable to the Indemnitee having actually realized a personal gain or profit to which he was not legally entitled, including profit from the purchase and sale by any amendments to or replacements the Indemnitee of equity securities of the Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act adopted after of 1934, or profit arising from transactions in publicly traded securities of the date Company which were effected by the Indemnitee in violation of this Agreement that increase Section 10(b) of the extent to which a corporation may indemnify its officers and directorsSecurities Exchange Act of 1934, or Rule 10b-5 promulgated thereunder.
(cb) The Company agrees Notwithstanding any other provision hereof, to indemnify the extent that Indemnitee for Expenses if Indemnitee is calledis, in connection with a Proceeding, as a non-party witness by reason of the fact that Indemnitee he is or was a director or officer of the CompanyCompany or is or was serving at the request of the Company as a director, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, a witness in any action, suit, or proceeding to which Indemnitee is not a party, the Company will indemnify him against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.
(c) A determination as to whether the Indemnitee shall be entitled to indemnification under this Section 3 shall be made in accordance with Section 4(a) hereof. Expenses incurred by the Indemnitee in defending any claim to which this Section 3 applies shall be paid by the Company as they are actually and reasonably incurred in advance of the final disposition of such claim under the procedure set forth in Section 4(b) hereof.
Appears in 1 contract
Sources: Director Indemnification Agreement (National Processing Inc)
Additional Indemnification. (a) The Company agreesNotwithstanding any limitation in Sections 3 or 4, as set forth the Corporation shall indemnify Indemnitee in accordance with the provisions of this Section 6(a), to indemnify Indemnitee 8(a) to the fullest extent permitted by lawlaw if Indemnitee is party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Corporation to procure a judgment in its favor) involving a claim against Indemnitee for breach of fiduciary duty by Indemnitee against all Expenses, notwithstanding judgments and fines actually and reasonably incurred by Indemnitee in connection with such Proceeding, provided that such indemnification may no indemnity shall be made under this Section 8(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Corporation or its shareholders or is an act or omission not be specifically authorized by in good faith or which involves intentional misconduct or a knowing violation of the Restated Articles, the Company’s Bylaws, the Act law or the other provisions of this Agreement. Accordingly, notwithstanding with respect to an unlawful distribution under Oregon Revised Statutes (“ORS”) 60.367.
(b) Notwithstanding any limitation in Sections 3, 4 or 58(a), the Company Corporation shall indemnify Indemnitee to the fullest extent permitted by law 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 Corporation to procure a judgment in its favor) against all judgmentsExpenses, fines, amounts paid in settlement judgments and Expenses fines actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(i) such Proceeding to the fullest extent permitted by the Act, including the nonexclusivity provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding ORS 60.414(1) and any successor provision of any amendment to or replacement of the Act; and
(ii) to the fullest extent authorized or permitted by and including any amendments to or replacements of the Act adopted after the date of this Agreement hereof that may increase the extent to which a corporation may indemnify its officers directors and directorsofficers.
(c) The Company agrees indemnification provided by this Agreement shall not be deemed exclusive of any other rights to indemnify which Indemnitee for Expenses if may be entitled under the Articles, the Corporation’s Bylaws, any other agreement, any vote of shareholders or directors, the Act, or otherwise, both as to action in Indemnitee’s official capacity or as to action in another capacity while holding such office. The indemnification under this Agreement shall continue as to Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of the fact that even though Indemnitee is or was may have ceased to be a director or officer and shall inure to the benefit of the Companyheirs and personal representatives of Indemnitee.
Appears in 1 contract
Sources: Indemnification Agreement (Metro One Telecommunications Inc)
Additional Indemnification. (a) The Company agrees, as set forth in this Section 6(a), to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding Notwithstanding any limitation in Sections 3, 4 or 5, the Company Corporation shall indemnify the Indemnitee to the fullest extent permitted by law in accordance with the provisions of this Section 9(a) if the 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 Corporation to procure a judgment in its favor) involving a claim against the Indemnitee for breach of fiduciary duty by the Indemnitee, against any judgments and all judgments, fines, amounts paid in settlement and Expenses actually and reasonably incurred by the Indemnitee in connection with such Proceeding, except that the Proceeding. No Corporation shall not make any indemnity shall be made under this Section 6(a9(a):
(i) on account of the Indemnitee’s conduct which that constitutes a breach of the Indemnitee’s duty of loyalty to the Company Corporation or its shareholders stockholders;
(ii) on account of the Indemnitee’s acts or is an act or omission omissions not in good faith faith, intentional misconduct, knowing violations of law, fraud or which involves intentional misconduct or deliberately dishonest conduct; or
(iii) if a knowing violation of final decision by a court having jurisdiction in the lawmatter determines that such indemnification is unlawful.
(b) For purposes of Section 6(aNotwithstanding any limitation in Sections 4, 5 or 9(a), the meaning of Corporation will indemnify the phrase “Indemnitee with respect to the fullest extent permitted by law” includesany Proceeding against Expenses, but is not limited to:
(i) judgments and fines to the fullest extent permitted by the Act, including the nonexclusivity provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; and
(ii) to the fullest extent authorized or permitted by ORS 60.414 and including any amendments to or replacements of the Act adopted after the date of this Agreement hereof that may increase the extent to which a corporation may indemnify its officers and directors.
(c) The Company agrees indemnification provided by this Agreement shall not be deemed exclusive of any other rights to indemnify which the Indemnitee for Expenses if may be entitled under the Articles, the Bylaws, any other agreement, any vote of shareholders or directors, the Act, or otherwise, both as to action in the Indemnitee’s official capacity and as to action in another capacity while holding such office. The indemnification under this Agreement shall continue as to the Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of even though the fact that Indemnitee is or was may have ceased to be a director or officer and shall inure to the benefit of the Companyheirs, executors, administrators, and personal representatives of the Indemnitee.
Appears in 1 contract
Additional Indemnification. (a) The Company agreesPursuant to Section 145(f) of the DGCL, as without limiting any right which the Indemnitee may have under Section 2, the By-Laws, the DGCL, any policy of insurance or otherwise, but subject to the limitations set forth in Section 2(f) and to any maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder as contemplated by this Section 6(a3(a), to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections 3, 4 or 5, the Company shall will indemnify the Indemnitee to the fullest extent permitted by law if against any amount which such Indemnitee is a party or becomes legally obligated to pay relating to or threatened arising out of any claim made against such Indemnitee because of any act, failure to be made act or neglect or breach of duty, including any actual or alleged error, omission, misstatement or misleading statement, which such Indemnitee commits, suffers, permits or acquiesces in while acting in such Indemnitee's capacity as a party to any Proceeding (including a Proceeding by director, officer or in the right controlling person of the Company, or, at the request of the Company, in an Authorized Capacity of or for Another Entity. The payments which the Company is obligated to procure a judgment in its favor) against all make pursuant to this Section 3 will include without limitation damages, judgments, fines, amounts paid in settlement and Expenses actually reasonable charges, costs and reasonably incurred by Indemnitee expenses, including expenses of investigation, preparation, defense and settlement of Proceedings and expenses of appeal, attachment or similar bonds; provided, however, that the Company will not be obligated under this Section 3(a) to make any payment in connection with any claim against the Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to fine or replacement of similar governmental imposition which the ActCompany is prohibited by applicable law from paying and which results from a final, non appealable order; andor
(ii) to the fullest extent authorized based upon or permitted by any amendments attributable to or replacements the Indemnitee gaining in fact a personal profit to which such Indemnitee was not legally entitled, including without limitation profits made from the purchase and sale of equity securities of the Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act adopted after of 1934, as amended (the date "Exchange Act"), and profits arising from transactions in securities which were effected in violation of Section 10(b) or Section 14(e) of the Exchange Act, including Rule 10b-5 or Rule 14e-3 promulgated thereunder. The determination of whether the Indemnitee is entitled to indemnification under this Agreement that increase the extent to which a corporation may indemnify its officers and directorsSection 3(a) shall be made in accordance with Section 4(b).
(cb) The Company agrees to indemnify Any and all costs, charges and expenses, including without limitation attorneys' and others' fees, actually and reasonably incurred by the Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, any claim for which the Indemnitee may be entitled to indemnification pursuant to Section 3(a) will be paid by the Company as a non-party witness by reason incurred and in advance of the fact that Indemnitee is or was a director or officer of final disposition thereof in accordance with the Companyprocedure set forth in Section 4(e).
Appears in 1 contract
Sources: Indemnification Agreement (Vista Energy Resources Inc)
Additional Indemnification. (a) The Company agreesPursuant to Section 14A:3-5 of the Corporation Act, as set forth in this without limiting any right which the Indemnitee may have pursuant to Section 6(a)2, to indemnify Indemnitee the Certificate, the By-Laws, the Corporation Act, any policy of insurance or otherwise, but subject to the fullest extent permitted limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections 3, 4 or 5Section 3(a), the Company shall indemnify the Indemnitee against any amount which she is or becomes legally obligated to the fullest extent permitted by law if Indemnitee is a party pay relating to or threatened arising out of any claim made against her because of any act, failure to be made a party to act or neglect or breach of duty, including any Proceeding (including a Proceeding by actual or alleged error, misstatement or misleading statement, which she commits, suffers, permits or acquiesces in the right while acting in her capacity as an executive officer of the Company, or, at the request of the Company, as a director, officer, trustee, employee or agent of another corporations partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to procure a judgment in its favor) against all make pursuant to this Section 3 shall include without limitation damages, judgments, finessettlements and charges, amounts paid in settlement costs, expenses, expenses of investigation and Expenses actually expenses of defense of legal actions, suits, proceedings or claims and reasonably incurred by Indemnitee appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Proceeding. No indemnity shall be made under this Section 6(aIndemnitee if a judgment or other final adjudication adverse to the Indemnitee establishes that her acts or omissions (i) on account of Indemnitee’s conduct which constitutes a were in breach of Indemnitee’s her duty of loyalty to the Company or its shareholders or is an act or omission the Stockholders, (ii) were not in good faith or which involves intentional misconduct or involved a knowing violation of law, or (iii) resulted in receipt by the lawIndemnitee of an improper personal benefit. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be required to, be made in accordance with Section 4(a). If that determination is so made, it shall be binding upon the Company and the Indemnitee for all, purposes.
(b) For purposes of Section 6(a)Expenses (including without limitation attorneys' and others' fees and expenses) incurred by Indemnitee in defending any actual or threatened civil or criminal action, suit, proceeding or claim shall be paid by the meaning Company in advance of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; and
(ii) to the fullest extent final disposition thereof as authorized or permitted by any amendments to or replacements of the Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directorsin accordance with Section 4(b).
(c) The Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of the fact that Indemnitee is or was a director or officer of the Company.
Appears in 1 contract
Sources: Indemnification Agreement (Dendrite International Inc)
Additional Indemnification. (a) The Company agreesWithout limiting any right which the Indemnitee may have pursuant to Section 2 hereof, as set forth in this Section 6(a)the Charter, to indemnify Indemnitee the By-Laws, the DGCL, any policy of insurance or otherwise, but subject to the fullest extent permitted limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections 3, 4 or 5Section 3(a) hereof, the Company shall indemnify the Indemnitee against any amount which he is or becomes legally obligated to the fullest extent permitted by law if Indemnitee is a party pay relating to or threatened arising out of any claim made against him because of any act, failure to be made act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which he commits, suffers, permits or acquiesces in while acting in his capacity as a party to any Proceeding (including a Proceeding by or in the right director and officer of the Company, or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to procure a judgment in its favor) against all make pursuant to this Section 3 shall include without limitation judgments, finesliabilities, amounts paid in settlement as settlements, costs and Expenses actually expenses, of legal actions, suits or proceedings and reasonably incurred by Indemnitee appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to fine or replacement of similar governmental imposition which the ActCompany is prohibited by applicable law from paying which results in a final, nonappealable order; andor
(ii) to the fullest extent authorized based upon or permitted attributable to the Indemnitee gaining in fact a personal profit to which he was not legally entitled, including without limitation profits made from the purchase and sale by any amendments to or replacements the Indemnitee of equity securities of the Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act adopted after of 1934, and profits arising from transactions in publicly traded securities of the date Company which were effected by the Indemnitee in violation of Section 10(b) of the Securities Exchange Act of 1934, including Rule 10b-5 promulgated thereunder. The determination of whether the Indemnitee shall be entitled to indemnification under this Agreement Section 3(a) may be, but shall not be required to, be made in accordance with Section 4(a) 4 -4- hereof. If that increase determination is so made, it shall be binding upon the extent to which a corporation may indemnify its officers Company and directorsthe Indemnitee for all purposes.
(cb) The Expenses (including without limitation attorneys' fees) incurred by Indemnitee in defending any actual or threatened civil or criminal action, suit or proceeding shall be paid by the Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason advance of the fact that Indemnitee is or was a director or officer of the Companyfinal disposition thereof as authorized in accordance with Section 4(b) hereof.
Appears in 1 contract
Additional Indemnification. (a) The Company agreesPursuant to Section 145(f) of the DGCL, as without limiting any right which the Indemnitee may have under Section 2, the By-Laws, the DGCL, any policy of insurance or otherwise, but subject to the limitations set forth in Section 2(f) and to any maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder as contemplated by this Section 6(a3(a), to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections 3, 4 or 5, the Company shall will indemnify the Indemnitee against any amount which he or she is or becomes legally obligated to the fullest extent permitted by law if Indemnitee is a party pay relating to or threatened arising out of any claim made against him or her because of any act, failure to be made act or neglect or breach of duty, including any actual or alleged error, omission, misstatement or misleading statement, which he or she commits, suffers, permits or acquiesces in while acting in his or her capacity as a party to any Proceeding (including a Proceeding by director or in the right officer of the Company, or, at the request of the Company, in an Authorized Capacity of or for Another Entity. The payments which the Company is obligated to procure a judgment in its favor) against all make pursuant to this Section 3 will include without limitation damages, judgments, fines, amounts paid in settlement and Expenses actually reasonable charges, costs and reasonably incurred by Indemnitee expenses, including expenses of investigation, preparation, defense and settlement of Proceedings and expenses of appeal, attachment or similar bonds; provided, however, that the Company will not be obligated under this Section 3(a) to make any payment in connection with any claim against the Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to fine or replacement of similar governmental imposition which the ActCompany is prohibited by applicable law from paying and which results from a final, non appealable order; andor
(ii) to the fullest extent authorized based upon or permitted by any amendments attributable to the Indemnitee gaining in fact a personal profit to which he or replacements she was not legally entitled, including without limitation profits made from the purchase and sale of equity securities of the Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act adopted after of 1934, as amended (the date "Exchange Act"), and profits arising from transactions in securities which were effected in violation of Section 10(b) or Section 14(e) of the Exchange Act, including Rule 10b-5 or Rule 14e-3 promulgated thereunder. The determination of whether the Indemnitee is entitled to indemnification under this Agreement that increase the extent to which a corporation may indemnify its officers and directorsSection 3(a) shall be made in accordance with Section 4(b).
(cb) The Company agrees to indemnify Any and all costs, charges and expenses, including without limitation attorneys' and others' fees, actually and reasonably incurred by the Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, any claim for which the Indemnitee may be entitled to indemnification pursuant to Section 3(a) will be paid by the Company as a non-party witness by reason incurred and in advance of the fact that Indemnitee is or was a director or officer of final disposition thereof in accordance with the Companyprocedure set forth in Section 4(e).
Appears in 1 contract
Additional Indemnification. (a) The Company agreesPursuant to Section 14A:3-5 of the Corporation Act, as set forth in this without limiting any right which the Indemnitee may have pursuant to Section 6(a)2, to indemnify Indemnitee the Certificate, the By-Laws, the Corporation Act, any policy of insurance or otherwise, but subject to the fullest extent permitted limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections 3, 4 or 5Section 3(a), the Company shall indemnify the Indemnitee against any amount which he is or becomes legally obligated to the fullest extent permitted by law if Indemnitee is a party pay relating to or threatened arising out of any claim made against him because of any act, failure to be made a party to act or neglect or breach of duty, including any Proceeding (including a Proceeding by actual or alleged error, misstatement or misleading statement, which he commits, suffers, permits or acquiesces in the right while acting in his capacity as an executive officer of the Company, or, at the request of the Company, as a director, officer, trustee, employee or agent of another corporations partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to procure a judgment in its favor) against all make pursuant to this Section 3 shall include without limitation damages, judgments, finessettlements and charges, amounts paid in settlement costs, expenses, expenses of investigation and Expenses actually expenses of defense of legal actions, suits, proceedings or claims and reasonably incurred by Indemnitee appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Proceeding. No indemnity shall be made under this Section 6(aIndemnitee if a judgment or other final adjudication adverse to the Indemnitee establishes that his acts or omissions (i) on account of Indemnitee’s conduct which constitutes a were in breach of Indemnitee’s his duty of loyalty to the Company or its shareholders or is an act or omission the Stockholders, (ii) were not in good faith or which involves intentional misconduct or involved a knowing violation of law, or (iii) resulted in receipt by the lawIndemnitee of an improper personal benefit. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be required to be made in accordance with Section 4(a). If that determination is so made, it shall be binding upon the Company and the Indemnitee for all purposes.
(b) For purposes of Section 6(a)Expenses (including without limitation attorneys’and others’fees and expenses) incurred by Indemnitee in defending any actual or threatened civil or criminal action, suit, proceeding or claim shall be paid by the meaning Company in advance of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; and
(ii) to the fullest extent final disposition thereof as authorized or permitted by any amendments to or replacements of the Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directorsin accordance with Section 4(b).
(c) The Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of the fact that Indemnitee is or was a director or officer of the Company.
Appears in 1 contract
Sources: Indemnification Agreement (Dendrite International Inc)
Additional Indemnification. (a) The Company agrees, as set forth in this Section 6(a), to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding Notwithstanding any limitation in Sections 3, 4 or 5, the Company Corporation shall indemnify Indemnitee to the fullest extent permitted by law 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 Corporation to procure a judgment in its favor) against all Expenses, judgments, fines, fines and amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the such Proceeding. No , provided that no indemnity shall be made under this Section 6(a) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company Corporation or its shareholders stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) Notwithstanding any limitation in Sections 3, 4 or 5, the Corporation shall indemnify Indemnitee to the fullest extent permitted by law 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 Corporation to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with such Proceeding.
(c) For purposes of Section Sections 6(a) and Sections 6(b), the meaning of the phrase “"to the fullest extent permitted by law” includes" shall include, but is not be limited to:
(i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; , and
(ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.
(c) The Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of the fact that Indemnitee is or was a director or officer of the Company.
Appears in 1 contract
Additional Indemnification. (a) The Company agreesPursuant to Section 1701.13(E)(6) of the ORC, as set forth in without limiting any right which the Indemnitee may have pursuant to Section 3 or any other provision of this Section 6(a), to indemnify Indemnitee to Agreement or the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s BylawsRegulations, the Act ORC, any policy of insurance or otherwise, but subject to any limitation on the other maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder and subject to the following provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections 3, 4 or 5Section 4, the Company shall indemnify the Indemnitee against any amount which he is or becomes obligated to the fullest extent permitted by law if Indemnitee is a party pay relating to or threatened arising out of any claim made against him because of any act, failure to be made act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, that he commits, suffers, permits or acquiesces in while acting in his capacity as a party to any Proceeding (including a Proceeding by or in the right director and/or officer of the Company or at the request of the Company as a director, trustee, officer, employee, member, manager or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to procure a judgment in its favor) against make pursuant to this Section 4 shall include any and all Expenses, judgments, fines, fines and amounts paid in settlement and Expenses settlement, actually and reasonably incurred by the Indemnitee in connection with therewith including any appeal of or from any judgment or decision; provided, however, that the Proceeding. No indemnity Company shall not be made obligated under this Section 6(a) on account of 4 to make any payment in connection with any claim against the Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to fine or replacement similar governmental imposition which the Company is prohibited by applicable law from paying (as determined by final order of the Acta court of competent jurisdiction); andor
(ii) to the fullest extent authorized based upon or permitted attributable to the Indemnitee having actually realized a personal profit to which he was not legally entitled, including profit (A) from the purchase and sale by any amendments to or replacements the Indemnitee of equity securities of the Company which are recoverable by the Company pursuant to Section 16(b) of the Exchange Act adopted after and (B) arising from transactions in publicly traded securities of the date Company which were effected by the Indemnitee in violation of this Agreement that increase Section 10(b) of the extent to which a corporation may indemnify its officers and directorsExchange Act or Rule 10b-5 promulgated thereunder.
(cb) The A determination as to whether the Indemnitee shall be entitled to indemnification under this Section 4 shall be made in accordance with Section 5(a). Expenses incurred by the Indemnitee in defending any claim to which this Section 4 applies shall be paid by the Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, as they are actually and reasonably incurred in connection with a Proceeding, as a non-party witness by reason advance of the fact that Indemnitee is or was a director or officer final disposition of such claim under the Companyprocedure set forth in Section 5(b).
Appears in 1 contract
Sources: Director and Officer Indemnification Agreement (Polyone Corp)
Additional Indemnification. (a) The Company agrees, as set forth in this Pursuant to ORC Section 6(a1701.13(E)(6), without limiting any right which the Indemnitee may have pursuant to indemnify Indemnitee to Section 2 hereof or any other provision of this Agreement or the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s BylawsRegulations, the Act ORC, any policy of insurance, or otherwise, but subject to any limitation on the other maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder and subject to the following provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections Section 3, 4 or 5, the Company shall indemnify the Indemnitee against any amount which he is or becomes obligated to the fullest extent permitted by law if Indemnitee is a party pay relating to or arising out of any claim (including any pending, threatened or completed action, suit or proceeding to which he is or is threatened to be made a party party) made against him because of any action alleged to have been taken or omitted to be taken, including any Proceeding (including actual or alleged error, misstatement, or misleading statement, which he commits, suffers, permits, or acquiesces in while acting in his capacity as a Proceeding by Director or in the right an officer of the Company. The payments which the Company is obligated to procure a judgment in its favor) against all make pursuant to this Section 3 shall include, without limitation, judgments, fines, and amounts paid in settlement and any and all Expenses actually and reasonably incurred by the Indemnitee in connection with therewith including any appeal of or from any judgment or decision; provided, however, that the Proceeding. No indemnity Company shall not be made obligated under this Section 6(a) on account of 3 to make any payment in connection with any claim against the Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(i) to the fullest extent permitted of any fine or similar governmental imposition which the Company is prohibited by applicable law from paying which results from a final, nonappealable order; or to the extent based upon or attributable to the Indemnitee having actually realized a personal gain or profit to which he was not legally entitled, including, without limitation, profit from the purchase and sale by the provision Indemnitee of equity securities of the Company which is recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act that authorizes or contemplates additional indemnification by agreementof 1934, or the corresponding provision of any amendment to or replacement profit arising from transactions in publicly traded securities of the Act; andCompany which were effected by the Indemnitee in violation of Section 10(b) of the Securities Exchange Act of 1934, or Rule 10b-5 promulgated thereunder.
(iib) A determination as to whether the fullest extent authorized or permitted by any amendments Indemnitee shall be entitled to or replacements of the Act adopted after the date of indemnification under this Agreement that increase the extent to which a corporation may indemnify its officers and directorsSection 3 shall be made in accordance with Section 4(a).
(c) The Expenses incurred by the Indemnitee in defending any claim to which this Section 3 applies shall be paid by the Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, as they are actually and reasonably incurred in connection with a Proceeding, as a non-party witness by reason advance of the fact that Indemnitee is or was a director or officer final disposition of such claim under the Companyprocedure set forth in Section 4(b).
Appears in 1 contract
Sources: Indemnification Agreement (Brush Engineered Materials Inc)
Additional Indemnification. (a) The Company agrees, as set forth in this Section 6(a), to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding a. Notwithstanding any limitation in Sections 3, 4 or 5, the Company Corporation shall indemnify Indemnitee to the fullest extent permitted by law 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 Corporation to procure a judgment in its favor) against all reasonable Expenses, judgments, fines, fines and amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the such Proceeding. No ; provided that no indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company Corporation or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) b. For purposes of Section 6(a), ) the meaning of the phrase “to the fullest extent permitted by law” includesshall include, but is not be limited to:
(i) i. to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; and
(ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.
(c) The Company agrees c. If the indemnification provided in Sections 3, 4 and 5 is unavailable in whole or in part and may not be paid to indemnify Indemnitee for Expenses any reason other than those set forth in Section 7, then in respect to any Proceeding in which the Corporation is jointly liable with Indemnitee (or would be if Indemnitee is calledjoined in such Proceeding), to the fullest extent permissible under applicable law, the Corporation, in lieu of indemnifying and holding harmless Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for Expenses, judgments, decisions of arbitrators, fines, penalties, and/or amounts paid or to be paid in settlement, in connection with a Proceedingany Proceeding without requiring Indemnitee to contribute to such payment, as a non-party witness by reason and the Corporation hereby waives and relinquishes any right of the fact that Indemnitee is or was a director or officer of the Companycontribution it may have at any time against Indemnitee.
Appears in 1 contract
Additional Indemnification. (a) The Company agrees, as set forth in this Section 6(a), to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding Notwithstanding any limitation in Sections 3, 4 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law 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, fines and amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding; provided, however, that the Company shall have the right to consent to any settlement, which consent shall not be unreasonably withheld. No indemnity shall be made under this Section 6(a7(a) on account of Indemnitee’s 's conduct which constitutes a breach of Indemnitee’s 's duty of loyalty to the Company or its shareholders stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) Notwithstanding any limitation in Sections 3, 4, 5 or 7(a), the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law 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 judgement in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding; provided, however, that the Company shall have the right to consent to any settlement, which consent shall not be unreasonably withheld.
(c) For purposes of Section 6(aSections 7(a) and 7(b), the meaning of the phrase “"to the fullest extent permitted by applicable law” includes" shall include, but is not be limited to:
(i) i. to the fullest extent permitted by the provision of the Act DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; DGCL, and
(ii) . to the fullest extent authorized or permitted by any amendments to or replacements of the Act DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.
(c) The Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of the fact that Indemnitee is or was a director or officer of the Company.
Appears in 1 contract
Additional Indemnification. (a) The Company agreesPursuant to Article 2.02-1 of the TBCA, as set forth in this without limiting any right which the Indemnitee may have pursuant to Section 6(a), to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles2 hereof, the Company’s Certificate, the Bylaws, the Act TBCA, any policy of insurance or otherwise, but subject to the other provisions limitations on the maximum permissible indemnity which may exist under applicable law at the time of this Agreement. Accordingly, notwithstanding any limitation in Sections 3, 4 or 5request for indemnity hereunder determined as contemplated by Section 3(a) hereof, the Company shall indemnify the Indemnitee against any amount which he is or becomes legally obligated to pay relating to or arising out of any claim made against him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which he commits, suffers, permits or acquiesces in while acting in his capacity as a [director] [officer] of the Company, or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments which the Company's is obligated to make pursuant to this Section 3 shall include without limitation damages, judgments, settlements and charges, costs, expenses, expenses of investigation and expenses of defense of legal actions, suits, proceedings or claims and appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Indemnitee to the fullest extent permitted (i) of any fine or similar governmental imposition which the Company is prohibited by applicable law if from paying which results in a final, nonappealable order or (ii) based upon or attributable to the Indemnitee is gaining in fact a party personal profit to or threatened to be which he was not legally entitled, including without limitation profits made a party to any Proceeding (including a Proceeding from the purchase and sale by or in the right Indemnitee of equity securities of the Company which are recoverable by the Company pursuant to procure a judgment Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and profits arising from transactions in its favor) against all judgments, fines, amounts paid in settlement and Expenses actually and reasonably incurred publicly traded securities of the Company which were effected by the Indemnitee in connection with violation of Section 10(b) of the ProceedingExchange Act, including Rule 10b-5 promulgated thereunder. No indemnity The determination of whether the Indemnitee shall be made entitled to indemnification under this Section 6(a3(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty may be, but shall not be required to be, made in accordance with Section 4(a) hereof. If that determination is so made, it shall be binding upon the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of and the lawIndemnitee for all purposes.
(b) For purposes of Section 6(a)Expenses (including without limitation attorneys' and others' fees and expenses) incurred by Indemnitee in defending any actual or threatened civil or criminal action, suit, proceeding or claim shall be paid by the meaning Company in advance of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(ifinal disposition thereof as authorized in accordance with Section 4(b) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; and
(ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directorshereof.
(c) The Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of the fact that Indemnitee is or was a director or officer of the Company.
Appears in 1 contract
Sources: Indemnification Agreement (Precept Business Services Inc)
Additional Indemnification. (a) The Company agreesPursuant to Section 145(f) of the DGCL, as set forth in this without limiting any right which the Indemnitee may have pursuant to Section 6(a), to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles2 hereof, the Company’s Certificate, the Bylaws, the Act DGCL, any policy of insurance or otherwise, but subject to the other provisions limitations on the maximum permissible indemnity that may exist under applicable law at the time of this Agreement. Accordingly, notwithstanding any limitation in Sections 3, 4 or 5request for indemnity hereunder determined as contemplated by Section 3(a) hereof, the Company shall indemnify the Indemnitee against any amount that he is or becomes legally obligated to pay relating to or arising out of any claim made against him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which he commits, suffers, permits or acquiesces in while acting in his capacity as a director of the Company, or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments that the Company is obligated to make pursuant to this Section 3 shall include without limitation damages, judgments, settlements and charges, costs, expenses, expenses of investigation and expenses of defense of legal actions, suits, proceedings or claims and appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Indemnitee to the fullest extent permitted (i) of any fine or similar governmental imposition that the Company is prohibited by applicable law if from paying that results in a final, nonappealable order, or (ii) based upon or attributable to the Indemnitee is gaining in fact a party personal profit to or threatened to be which he was not legally entitled, including without limitation profits made a party to any Proceeding (including a Proceeding from the purchase and sale by or in the right Indemnitee of equity securities of the Company that are recoverable by the Company pursuant to procure a judgment Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and profits arising from transactions in its favor) against all judgments, fines, amounts paid in settlement and Expenses actually and reasonably incurred publicly traded securities of the Company that were effected by the Indemnitee in connection with violation of Section 10(b) of the ProceedingExchange Act, including Rule 10b-5 promulgated thereunder. No indemnity The determination of whether the Indemnitee shall be made entitled to indemnification under this Section 6(a3(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty may be, but shall not be required to be, made in accordance with Section 4(a) hereof. If that determination is so made, it shall be binding upon the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of and the lawIndemnitee for all purposes.
(b) For purposes of Section 6(a)Expenses (including without limitation attorneys’ and others’ fees and expenses) incurred by Indemnitee in defending any actual or threatened civil or criminal action, suit, proceeding or claim shall be paid by the meaning Company in advance of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(ifinal disposition thereof as authorized in accordance with Section 4(b) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; and
(ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directorshereof.
(c) The Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of the fact that Indemnitee is or was a director or officer of the Company.
Appears in 1 contract
Sources: Indemnification Agreement (Affiliated Computer Services Inc)
Additional Indemnification. (a) The Company agrees, as set forth in this Section 6(a), to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding Notwithstanding any limitation in Sections 3, Section 4 or 5, the Company Corporation shall indemnify the Indemnitee to the fullest extent permitted by law in accordance with the provisions of this Section 9(a) if the 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 Corporation to procure a judgment in its favor) involving a claim against the Indemnitee for breach of fiduciary duty by the Indemnitee, against any judgments and all judgments, fines, amounts paid in settlement and Expenses actually and reasonably incurred by the Indemnitee in connection with such Proceeding, except that the Proceeding. No Corporation shall not make any indemnity shall be made under this Section 6(a9(a):
(i) on account of the Indemnitee’s 's conduct which that constitutes a breach of the Indemnitee’s 's duty of loyalty to the Company Corporation or its shareholders shareholders;
(ii) on account of the Indemnitee's acts or is an act or omission omissions not in good faith faith, intentional misconduct, knowing violations of law, fraud or which involves intentional misconduct or deliberately dishonest conduct; or
(iii) if a knowing violation of final decision by a court having jurisdiction in the lawmatter determines that such indemnification is unlawful.
(b) For purposes of Notwithstanding any limitation in Section 6(a4, 5 or 9(a), the meaning of Corporation shall indemnify the phrase “Indemnitee with respect to the fullest extent permitted by law” includesany Proceeding against Expenses, but is not limited to:
(i) judgments and fines to the fullest extent permitted by the Act, including the nonexclusivity provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; and
(ii) to the fullest extent authorized or permitted by ORS 670.414 and including any amendments to or replacements of the Act adopted after the date of this Agreement hereof that may increase the extent to which a corporation may indemnify its officers and directors.
(c) The Company agrees indemnification provided by this Agreement shall not be deemed exclusive of any other rights to indemnify which the Indemnitee for Expenses if may be entitled under the Articles, the Bylaws, any other agreement, any vote of shareholders or directors, the Act, or otherwise, both as to action in the Indemnitee's official capacity and as to action in another capacity while holding such office. The indemnification under this Agreement shall continue as to the Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of even though the fact that Indemnitee is or was may have ceased to be a director or officer and shall inure to the benefit of the Companyheirs, executors, administrators, and personal representatives of the Indemnitee.
Appears in 1 contract
Sources: Indemnification Agreement (Oregon Baking Co Dba Marsee Baking)
Additional Indemnification. (a) The Company agreesPursuant to Section 12:83E of the LBCL, as without limiting any right which the Indemnitee may have under Section 2, the Articles, the By-Laws, the LBCL, any policy of insurance or otherwise, but subject to the limitations set forth in Section 2(f) and to any maximum permissible indemnity that may exist under applicable law at the time of any request for indemnity hereunder as contemplated by this Section 6(a3(a), to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections 3, 4 or 5, the Company shall will indemnify the Indemnitee against any amount which he or she is or becomes legally obligated to the fullest extent permitted by law if Indemnitee is a party pay relating to or threatened arising out of any claim made against him or her because of any act, failure to be made act or neglect or breach of duty, including any actual or alleged error, omission, misstatement or misleading statement, which he or she commits, suffers, permits or acquiesces 3 in while acting in his or her capacity as a party to any Proceeding (including a Proceeding by director or in the right officer of the Company, or, at the request of the Company, in an Authorized Capacity of or for Another Entity. The payments which the Company is obligated to procure a judgment in its favor) against all make pursuant to this Section 3 will include without limitation damages, judgments, fines, amounts paid in settlement, fines and reasonable charges, costs, expenses, including attorneys' fees, expenses of investigation, preparation, defense and settlement of Proceedings, and Expenses actually and reasonably incurred by Indemnitee expenses of appeal, attachment or similar bonds; provided, however, that the Company will not be obligated under this Section 3(a) to make any payment in connection with any claim against the Proceeding. No indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to fine or replacement of similar governmental imposition which the ActCompany is prohibited by applicable law from paying and which results from a final, nonappealable order; andor
(ii) to the fullest extent authorized based upon or permitted by any amendments attributable to the Indemnitee gaining in fact a personal profit to which he or replacements she was not legally entitled, including without limitation profits made from the purchase and sale of equity securities of the Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act adopted after of 1934, as amended (the date "Exchange Act"), and profits arising from transactions in securities which were effected in violation of this Agreement that increase Section 10(b) or Section 14(e) of the Exchange Act, including Rule 10b-5 or Rule 14e-3 promulgated thereunder; or
(iii) to the extent such claim is the result of the Indemnitees's willful or intentional misconduct. The determination of whether the Indemnitee is entitled to which a corporation may indemnify its officers and directorsindemnification under this Section 3(a) shall be made in accordance with Section 4(b).
(cb) The Company agrees to indemnify Any and all costs, charges and expenses, including without limitation attorneys' and others' fees, actually and reasonably incurred by the Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, any claim for which the Indemnitee may be entitled to indemnification pursuant to Section 3(a) will be paid by the Company as a non-party witness by reason incurred and in advance of the fact that Indemnitee is or was a director or officer of final disposition thereof in accordance with the Companyprocedure set forth in Section 4(e).
Appears in 1 contract
Additional Indemnification. (a) The Company agrees, as set forth in this Section 6(a), to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding Notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law 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 judgmentsExpenses and Losses (including all interest, fines, amounts assessments and other charges paid or payable in settlement and connection with or in respect to such Expenses or Losses) actually and reasonably incurred by Indemnitee in connection with the Proceeding; provided, however, that the Company shall have the right to consent to any settlement, which consent shall not be unreasonably withheld. No indemnity shall be made under this Section 6(a7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(b) For purposes of Section 6(a)this Agreement, the meaning of the phrase “to the fullest extent permitted by applicable law” includesshall include, but is not be limited to:
: (i) to the fullest extent permitted by the provision of the Act DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the ActDGCL; and
and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Act DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directorsdirectors and persons serving in certain other capacities at the request of a corporation.
(c) The If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company agrees to for some or a portion of Expenses and/or Losses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for Expenses if the portion thereof to which Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of the fact that Indemnitee is or was a director or officer of the Companyentitled.
Appears in 1 contract
Sources: Indemnification Agreement (Delek US Holdings, Inc.)
Additional Indemnification. (a) The Company agreesPursuant to Section 14A:3-5 of the Corporation Act, as set forth in this without limiting any right which the Indemnitee may have pursuant to Section 6(a)2, to indemnify Indemnitee the Certificate, the By-Laws, the Corporation Act, any policy of insurance or otherwise, but subject to the fullest extent permitted limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by law, notwithstanding that such indemnification may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, notwithstanding any limitation in Sections 3, 4 or 5Section 3(a), the Company shall indemnify the Indemnitee against any amount which she is or becomes legally obligated to the fullest extent permitted by law if Indemnitee is a party pay relating to or threatened arising out of any claim made against her because of any act, failure to be made a party to act or neglect or breach of duty, including any Proceeding (including a Proceeding by actual or alleged error, misstatement or misleading statement, which she commits, suffers, permits or acquiesces in the right while acting in her capacity as an executive officer of the Company, or, at the request of the Company, as a director. officer, trustee, employee or agent of another corporations partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to procure a judgment in its favor) against all make pursuant to this Section 3 shall include without limitation damages, judgments, finessettlements and charges, amounts paid in settlement costs, expenses, expenses of investigation and Expenses actually expenses of defense of legal actions, suits, proceedings or claims and reasonably incurred by Indemnitee appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Proceeding. No indemnity shall be made under this Section 6(aIndemnitee if a judgment or other final adjudication adverse to the Indemnitee establishes that her acts or omissions (i) on account of Indemnitee’s conduct which constitutes a were in breach of Indemnitee’s her duty of loyalty to the Company or its shareholders or is an act or omission the Stockholders, (ii) were not in good faith or which involves intentional misconduct or involved a knowing violation of law, or (iii) resulted in receipt by the lawIndemnitee of an improper personal benefit. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be required to, be made in accordance with Section 4(a). If that determination is so made, it shall be binding upon the Company and the Indemnitee for all, purposes.
(b) For purposes of Section 6(a)Expenses (including without limitation attorneys’and others’fees and expenses) incurred by Indemnitee in defending any actual or threatened civil or criminal action, suit, proceeding or claim shall be paid by the meaning Company in advance of the phrase “to the fullest extent permitted by law” includes, but is not limited to:
(i) to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; and
(ii) to the fullest extent final disposition thereof as authorized or permitted by any amendments to or replacements of the Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directorsin accordance with Section 4(b).
(c) The Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in connection with a Proceeding, as a non-party witness by reason of the fact that Indemnitee is or was a director or officer of the Company.
Appears in 1 contract
Sources: Indemnification Agreement (Dendrite International Inc)