Common use of Additional Indemnity Clause in Contracts

Additional Indemnity. (a) In addition to, and without regard to any limitations on, the indemnification provided for in Section 1, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or participant in any Proceeding (including, without limitation, a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. (b) In addition to, and without regard to any limitations on, the indemnification provided for in Section 1, in the event that the Company provides rights to any person by reason of their Corporate Status or otherwise incurs a similar indemnification obligation to any individual or entity that provides any greater rights to such indemnified individual or entity than the rights provided to Indemnitee, then without any further action by any party to this Agreement, the Indemnitee shall be provided such greater rights. (c) The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7) to be unlawful.

Additional Indemnity. (a) In addition to, and without regard to any limitations on, the indemnification provided for in Section 11 of this Agreement, the Company shall will and hereby does indemnify indemnify, defend, and hold harmless Indemnitee against all Expenses, judgments, penaltiespenalties (including, fines but not limited to, excise and similar taxes), fines, and amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf if, by reason of his or her Corporate Status, he or she is, or is threatened to be made, a party to or participant in any Proceeding (including, without limitation, including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence sole, contributory, comparative or other negligence, or active or passive wrongdoing of Indemnitee. (b) In addition to, and without regard to any limitations on. Except as provided in this Section 2 or in Section 9, the indemnification provided for in Section 1, in the event that the Company provides rights to any person by reason of their Corporate Status or otherwise incurs a similar indemnification obligation to any individual or entity that provides any greater rights to such indemnified individual or entity than the rights provided to Indemnitee, then without any further action by any party to this Agreement, the Indemnitee shall be provided such greater rights. (c) The only limitation that shall will exist upon the Company’s obligations pursuant to this Agreement shall will be that the Company shall will not be obligated to make any payment to Indemnitee that is finally determined adjudged (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7) to be unlawfulprohibited by applicable law.

Additional Indemnity. (a) In addition to, and without regard to any limitations on, the indemnification provided for in Section 11 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee to the fullest extent permitted by applicable law against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf if, by reason of his or her Corporate Status, he or she is, or is threatened to be made, a party to or participant in any Proceeding (including, without limitation, including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. (b) In addition to, and without regard to any limitations on. To the fullest extent permitted by law, the indemnification provided for in Section 1, in the event that the Company provides rights to any person by reason of their Corporate Status or otherwise incurs a similar indemnification obligation to any individual or entity that provides any greater rights to such indemnified individual or entity than the rights provided to Indemnitee, then without any further action by any party to this Agreement, the Indemnitee shall be provided such greater rights. (c) The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 7 and 78 hereof) to be unlawful.

Additional Indemnity. (a) In addition to, and without regard to any limitations on, the indemnification provided for in Section 11 of this Agreement, the Company shall and hereby does indemnify indemnify, defend, and hold harmless Indemnitee to the fullest extent permitted by law, as such may be amended from time to time (but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than permitted prior to such amendment) against all Expenses, judgments, penalties, fines Expenses and amounts paid in settlement Losses actually and reasonably incurred by him or her or on his or her behalf if, by reason of his or her Corporate Status, he or she is, or is threatened to be made, a party to or participant in any Proceeding (including, without limitation, including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence sole, contributory, comparative or other negligence, or active or passive wrongdoing of Indemnitee. (b) In addition to, and without regard to any limitations on. Except as provided in this Section 2 or in Section 9, the indemnification provided for in Section 1, in the event that the Company provides rights to any person by reason of their Corporate Status or otherwise incurs a similar indemnification obligation to any individual or entity that provides any greater rights to such indemnified individual or entity than the rights provided to Indemnitee, then without any further action by any party to this Agreement, the Indemnitee shall be provided such greater rights. (c) The only limitation that shall will exist upon the Company’s obligations pursuant to this Agreement shall will be that the Company shall will not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7) to be unlawfulprohibited by applicable law.

Additional Indemnity. (a) In addition to, and without regard to any limitations on, the indemnification provided for in Section 11 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf if, by reason of his Corporate Company Status, he is, or is threatened to be made, a party to or participant in any Proceeding (including, without limitation, including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. ; provided, however, that (a) no indemnity shall be made under this Section 2 on account of Indemnitee's conduct which has been adjudicated to constitute a breach of Indemnitee's duty of loyalty to the Company or its shareholders or to constitute an act or omission not in good faith or involving intentional misconduct or a knowing violation of law and (b) In addition to, and without regard to any limitations on, the indemnification provided for in Section 1, in the event that the Company provides rights to any person by reason of their Corporate Status or otherwise incurs a similar indemnification obligation to any individual or entity that provides any greater rights to such indemnified individual or entity than the rights provided to Indemnitee, then without any further action by any party to this Agreement, the Indemnitee shall be provided such greater rights. (c) The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 77 hereof) to be unlawful.

Additional Indemnity. (a) In addition to, and without regard to any limitations on, the indemnification provided for in Section 13.01 of this Agreement, subject to Section 3.04, the Company shall and hereby does does, to the fullest extent permitted by applicable law (including but not limited to, the Companies Act and any amendments to or replacements of the Companies Act adopted after the date of this Agreement that expand the Company’s ability to indemnify its officers and directors), indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf if, by reason of his Indemnitee’s Corporate Status, he Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (including, without limitation, including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. (b) In addition to, and without regard to any limitations on, the indemnification provided for in Section 1, in the event that the Company provides rights to any person by reason of their Corporate Status or otherwise incurs a similar indemnification obligation to any individual or entity that provides any greater rights to such indemnified individual or entity than the rights provided to Indemnitee, then without any further action by any party to this Agreement, the Indemnitee shall be provided such greater rights. (c) . The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement Agreement, other than those set forth in Section 3.03 hereof, shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections Articles 5 and 6 and 7hereof) to be unlawful.

Additional Indemnity. (a) In addition to, and without regard to any limitations on, the indemnification provided for in Section 11 of this Agreement, to the fullest extent permitted by applicable law, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines and documented amounts paid in settlement actually and reasonably incurred by him Indemnitee or on his behalf Indemnitee’s behalf, if, by reason of his Indemnitee’s Corporate Status, he Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (including, without limitation, including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. (b) In addition to, and without regard to any limitations on, the indemnification provided for in Section 1, in the event that the Company provides rights to any person by reason of their Corporate Status or otherwise incurs a similar indemnification obligation to any individual or entity that provides any greater rights to such indemnified individual or entity than the rights provided to Indemnitee, then without any further action by any party to this Agreement, the Indemnitee shall be provided such greater rights. (c) . The only limitation limitations that shall exist upon the Company’s obligations pursuant to this Agreement shall be (i) compliance with applicable law, (ii) that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7) 8) to be unlawfulunlawful and (iii) that nothing in this Section 2 shall be deemed to expand or override the exclusions set forth in Section 9 of this Agreement, each of which shall apply to indemnification sought under this Section 2 to the same extent as if such indemnification were sought under Section 1.

Additional Indemnity. (a) In addition to, and without regard to any limitations on, the indemnification provided for in Section 11 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf if, by reason of his Indemnitee’s Corporate Status, he Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (including, without limitation, including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. (b) In addition to, and without regard to any limitations on, Indemnitee in or about the indemnification provided for in Section 1, in conduct of the event that the Company provides rights to any person by reason of their Corporate Status Company’s business or otherwise incurs a similar indemnification obligation to any individual or entity that provides any greater rights to such indemnified individual or entity than the rights provided to Indemnitee, then without any further action by any party to this Agreement, the Indemnitee shall be provided such greater rights. (c) affairs. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 77 hereof) to be unlawfulby reason of the Indemnitee’s own dishonesty, willful default or fraud.

Additional Indemnity. (a) In addition to, and without regard to any limitations on, the indemnification provided for in Section 1Section1, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or participant in any Proceeding (including, without limitation, a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. (b) In addition to, and without regard to any limitations on, the indemnification provided for in Section 1Section1, in the event that the Company provides rights to any person by reason of their Corporate Status or otherwise incurs a similar indemnification obligation to any individual or entity that provides any greater rights to such indemnified individual or entity than the rights provided to Indemnitee, then without any further action by any party to this Agreement, the Indemnitee shall be provided such greater rights. (c) The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7) to be unlawful.

Additional Indemnity. (a) In addition to, and without regard to any limitations on, the indemnification provided for in Section 11 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee Indemnitee, to the fullest extent permitted by law, as may be amended from time to time, against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her, or on his behalf or her behalf, if, by reason of his or her Corporate Status, he isor she was or is a party, or is threatened to be mademade a party, a party to or participant in any Proceeding (including, without limitation, including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence simple or gross negligence, recklessness, or active or passive wrongdoing of Indemnitee. (b) In addition to, and without regard to any limitations on, the indemnification provided for in Section 1, in the event that the Company provides rights to any person by reason of their Corporate Status or otherwise incurs a similar indemnification obligation to any individual or entity that provides any greater rights to such indemnified individual or entity than the rights provided to Indemnitee, then without any further action by any party to this Agreement, the Indemnitee shall be provided such greater rights. (c) . The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 Section 7 and 7Section 8 hereof) to be unlawful.

Additional Indemnity. (a) In addition to, and without regard to any limitations on, the indemnification provided for in Section 11 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee Indemnitee, to the fullest extent permitted by law, as such may be amended from time to time, against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her, or on his behalf or her behalf, if, by reason of his or her Corporate Status, he isor she was or is a party, or is threatened to be mademade a party, a party to or participant in any Proceeding (including, without limitation, including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence simple or gross negligence, recklessness, or active or passive wrongdoing of Indemnitee. (b) In addition to, and without regard to any limitations on, the indemnification provided for in Section 1, in the event that the Company provides rights to any person by reason of their Corporate Status or otherwise incurs a similar indemnification obligation to any individual or entity that provides any greater rights to such indemnified individual or entity than the rights provided to Indemnitee, then without any further action by any party to this Agreement, the Indemnitee shall be provided such greater rights. (c) . The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections Section 6 and 7Section 7 hereof) to be unlawful.

Additional Indemnity. (a) In addition to, and without regard to any limitations on, the indemnification provided for in Section 1, the Company shall and hereby does indemnify and hold harmless Indemnitee from and against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or participant in any Proceeding (including, without limitation, a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. (b) In addition to, and without regard to any limitations on, the indemnification provided for in Section 1, in the event that the Company provides rights to any person by reason of their Corporate Status or otherwise incurs a similar indemnification obligation to any individual or entity that provides any greater rights to such indemnified individual or entity than the rights provided to Indemnitee, then without any further action by any party to this Agreement, the Indemnitee shall be provided such greater rights. (c) The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7) to be unlawful.

Additional Indemnity. (a) In addition to, and without regard to any limitations on, the indemnification provided for in Section 11 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines Expenses and amounts paid in settlement Losses actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf if, by reason of his Indemnitee’s Corporate Status, he Indemnitee is, or is threatened to be made, a party to or participant (including as a witness) in any Proceeding (including, without limitation, including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. (b) In addition to, and without regard to any limitations on, the indemnification provided for in Section 1, in the event that the Company provides rights to any person by reason of their Corporate Status or otherwise incurs a similar indemnification obligation to any individual or entity that provides any greater rights to such indemnified individual or entity than the rights provided to Indemnitee, then without any further action by any party to this Agreement, the Indemnitee shall be provided such greater rights. (c) . The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be those set forth in NRS Section 78.751, including that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 77 hereof) to be unlawfulliable for intentional misconduct, fraud or a knowing violation of law, and such misconduct, fraud or knowing violation of law was material to the cause of action set forth in such Proceeding.

Additional Indemnity. (a) In addition to, and without regard to any limitations on, the indemnification provided for in Section 12, the Company shall and hereby does indemnify and hold harmless Indemnitee Indemnified Persons against all Expenses, judgments, penalties, fines and amounts paid in settlement (provided that the Company consents in writing to such settlement, such consent not to be unreasonably withheld or delayed), actually and reasonably incurred by him such Indemnified Persons or on his their own behalf if, by reason of, in the case of an Indemnitee, his Corporate Status, he isor in the case of an Indemnitee’s Affiliated Persons, by reason of such Affiliated Persons’ association or is affiliation with the Indemnitee or the Company, such Indemnified Persons are or are threatened to be made, a party to or participant in any Proceeding (including, without limitation, including a Proceeding by or in the right of the Company), including, without limitation, including all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. (b) In addition to, and without regard to any limitations on, the indemnification provided for in Section 1, in the event that the Company provides rights to any person by reason of their Corporate Status or otherwise incurs a similar indemnification obligation to any individual or entity that provides any greater rights to such indemnified individual or entity than the rights provided to Indemnitee, then without any further action by any party to this Agreement, the Indemnitee shall be provided such greater rights. (c) Indemnified Persons. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee Indemnified Persons that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 7 and 78 hereof) to be unlawfulunlawful under Ontario law.

Additional Indemnity. (a) In addition to, and without regard to any limitations on, the indemnification provided for in Section 12 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee Indemnitee, to the fullest extent permitted by law, as may be amended from time to time, against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her, or on his behalf or her behalf, if, by reason of his or her Corporate Status, he isor she was or is a party, or is threatened to be mademade a party, a party to or participant in any Proceeding (including, without limitation, including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence simple or gross negligence, recklessness, or active or passive wrongdoing of Indemnitee. (b) In addition to, and without regard to any limitations on, the indemnification provided for in Section 1, in the event that the Company provides rights to any person by reason of their Corporate Status or otherwise incurs a similar indemnification obligation to any individual or entity that provides any greater rights to such indemnified individual or entity than the rights provided to Indemnitee, then without any further action by any party to this Agreement, the Indemnitee shall be provided such greater rights. (c) . The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 Section 7 and 7Section 8 hereof) to be unlawful.