Additional Indemnification. (a) 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 Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(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.
Appears in 12 contracts
Samples: Indemnification Agreement (Harvest Natural Resources Inc), Indemnity Agreement (Vlsi Technology Inc), Indemnity Agreement (Scient Inc)
Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4, 4 or 55 hereof, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to made, or is threatened to be made 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 Losses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity indemnification shall be made under this Section 7(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.
Appears in 6 contracts
Samples: Indemnity Agreement (STR Holdings (New) LLC), Indemnity Agreement (STR Holdings LLC), Indemnity Agreement (Archipelago Learning, Inc.)
Additional Indemnification. (a) 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 and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a6(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.
Appears in 5 contracts
Samples: Indemnity Agreement (Precision Castparts Corp), Indemnity Agreement (Fei Co), Indemnity Agreement (Northwest Aluminum Technologies LLC)
Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4, or 5, the Company shall be liable to indemnify the 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. No indemnity shall be made under this Section 7(a) on account of the Indemnitee's ’s conduct which constitutes has been adjudicated to constitute a breach of the Indemnitee's ’s duty of loyalty to the Company or its shareholders or is to constitute an act or omission not in good faith or which involves involving intentional misconduct or a knowing violation of the law.
Appears in 4 contracts
Samples: Indemnification Agreement (Green Mountain Coffee Roasters Inc), Indemnification Agreement (Green Mountain Coffee Roasters Inc), Indemnification Agreement (Irvine Sensors Corp/De/)
Additional Indemnification. (a) 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 Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(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.
Appears in 3 contracts
Samples: Indemnification Agreement (Rudolph Technologies Inc), Indemnification Agreement (Cotelligent Inc), Indemnity Agreement (Tyler Technologies Inc)
Additional Indemnification. (a) 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 and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a6(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.
Appears in 3 contracts
Samples: Indemnity Agreement (Radisys Corp), Indemnity Agreement (Columbia Sportswear Co), Indemnity Agreement (Bioject Medical Technologies Inc)
Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4, or 55 hereof or in Section 145 of the DGCL, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to made, or is threatened to be made 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 Losses and amounts paid in settlement Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity indemnification shall be made under this Section 7(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.
Appears in 2 contracts
Samples: Indemnification Agreement (Verint Systems Inc), Indemnification Agreement (Guilford Mills Inc)
Additional Indemnification. (a1) 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 Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(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.
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Additional Indemnification. (a) 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 Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(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.
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Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4, or 5, the Company shall indemnify Indemnitee lndemnitee 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. No indemnity shall be made under this Section 7(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.
Appears in 1 contract
Samples: Indemnity Agreement (Paychex Inc)
Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4, or 55 hereof or in Section 145 of the DGCL, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to made, or is threatened to be made 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 Losses and amounts paid in settlement Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity indemnification shall be made under this Section 7(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.
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Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4, or 55 hereof or other applicable statutory provision, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to made, or is threatened to be made 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 Losses and amounts paid in settlement Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity indemnification shall be made under this Section 7(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 investors or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
Appears in 1 contract
Samples: Director’s Indemnification Agreement (Federal Agricultural Mortgage Corp)
Additional Indemnification. (a) Notwithstanding any limitation in Sections 3, 4, or 5, the Company shall indemnify Indemnitee lndemnitee 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. No indemnity shall be made under this Section 7(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.
Appears in 1 contract
Samples: Indemnity Agreement (Paychex Inc)
Additional Indemnification. (a) Notwithstanding any limitation in Sections Section 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 Expenses, judgments, fines fines, and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(a6(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.
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Additional Indemnification. (a) 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 Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnity shall be made under this Section 7(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.
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