Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to proceedings brought to establish or enforce a right to indemnification under this Agreement;
Appears in 25 contracts
Sources: Indemnification Agreement (Targa Resources Corp.), Indemnification Agreement (Targa Resources Corp.), Indemnification Agreement (Targa Resources Partners LP)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to proceedings brought to establish or enforce a right to indemnification under this AgreementAgreement or any other statute or law, unless approved by the board;
Appears in 11 contracts
Sources: Agreement (Semele Group Inc), Purchase Agreement (Semele Group Inc), Indemnification Agreement (Banyan Strategic Realty Trust)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to unless said proceedings brought to establish or enforce a right to indemnification under this Agreement;claims were authorized by the board of directors of the Company.
Appears in 11 contracts
Sources: Indemnification Agreement (Callaway Golf Co), Indemnification Agreement (Callaway Golf Co), Indemnification Agreement (Callaway Golf Co)
Claims Initiated by Indemnitee. To indemnify or advance expenses Expenses to Indemnitee with respect to proceedings or claims Actions initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to proceedings brought to establish defense unless the Company has approved the initiation or enforce a right to indemnification under this Agreement;bringing of such Action in writing; or
Appears in 10 contracts
Sources: Indemnification Agreement, Indemnification Agreement (ConversionPoint Holdings, Inc.), Indemnification Agreement (ConversionPoint Holdings, Inc.)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to proceedings brought to establish or enforce a right to indemnification under this Agreement;.
Appears in 3 contracts
Sources: Indemnification Agreement (Micron Technology Inc), Indemnification Agreement (McMS Inc), Indemnification Agreement (Micron Electronics Inc)
Claims Initiated by Indemnitee. To indemnify or advance expenses Expenses to Indemnitee with respect to proceedings Proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to proceedings defense (other than Proceedings brought to establish or enforce a right to indemnification under this Agreement;Agreement or the provisions of the Company's Certificate of Incorporation or Bylaws unless a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such Proceeding were not made in good faith or were frivolous).
Appears in 3 contracts
Sources: Employment Agreement (Pioneer Power Solutions, Inc.), Indemnification Agreement (Pioneer Power Solutions, Inc.), Employment Agreement (Pioneer Power Solutions, Inc.)
Claims Initiated by Indemnitee. To indemnify or advance expenses Expenses to Indemnitee with respect to proceedings Proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to proceedings Proceedings brought to establish or enforce a right to indemnification under this Agreement;Agreement or any other statute or law or otherwise as required under Section 317 of the Code, but such indemnification or advancement of Expenses may be provided by the Bank in specific cases if the Board has approved the initiation or bringing of such Proceeding.
Appears in 3 contracts
Sources: Indemnification Agreement (1st Pacific Bancorp), Indemnification Agreement (Gateway Pacific Bancorp), Indemnification Agreement (Gateway Pacific Bancorp)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to proceedings brought to establish or enforce a right to indemnification under this Agreement;Agreement or any other applicable statute or law.
Appears in 2 contracts
Sources: Indemnification Agreement (Millerknoll, Inc.), Indemnification Agreement (Miller Herman Inc)
Claims Initiated by Indemnitee. To indemnify or advance expenses to an Indemnitee with respect to proceedings or claims Claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement;Agreement or any other agreement or insurance policy or under the Company’s Charter now or hereafter in effect relating to Claims for Indemnification events, or (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim; or
Appears in 2 contracts
Sources: Indemnification & Liability (Baozun Inc.), Indemnification & Liability (Baozun Cayman Inc.)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to proceedings brought to establish or enforce a right to indemnification under this Agreement;Agreement or any other statute or law or otherwise as required under applicable federal law, but such indemnification or advancement of expenses may be provided by the Bank in specific cases if the Board of Directors finds it to be appropriate; or
Appears in 2 contracts
Sources: Indemnification Agreement (Monterey Bay Bancorp Inc), Indemnification Agreement (First Federal Financial Bancorp Inc)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to proceedings or claims Claims initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to proceedings brought to establish or enforce a right to indemnification under this Agreement;of
Appears in 2 contracts
Sources: Indemnification Agreement (Transcrypt International Inc), Indemnification Agreement (Avanex Corp)
Claims Initiated by Indemnitee. To indemnify or advance expenses Expenses to Indemnitee with respect to proceedings an Action (or claims part thereof) initiated or brought voluntarily by Indemnitee and not by way of defenseIndemnitee, except with respect to proceedings an Action brought to establish or enforce a right to indemnification under this Agreement;or advancement of Expenses, unless such Action (or part thereof) was authorized by, consented to, or ratified by the Board of Directors of the Corporation.
Appears in 2 contracts
Sources: Indemnification Agreement (Cheesecake Factory Inc), Indemnification Agreement (Cheesecake Factory Inc)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to proceedings a proceeding (or claims part of a proceeding) initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to proceedings a proceeding (or part of a proceeding) brought to establish or enforce a right to indemnification under this Agreement;Agreement or as authorized or consented to by the board of directors of the Company; or
Appears in 2 contracts
Sources: Indemnification Agreement (NewPage Holding CORP), Indemnification Agreement (NewPage Group Inc.)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to proceedings or claims Claims initiated or brought voluntarily by Indemnitee and not by way of defense, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement;to
Appears in 1 contract
Claims Initiated by Indemnitee. To indemnify or advance ------------------------------ expenses to Indemnitee with respect to proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to proceedings brought to establish or enforce a right to indemnification under this Agreement;Agreement or any other statute or law or otherwise as required under applicable federal law, but such indemnification or advancement of expenses may be provided by the Bank in specific cases if the Board of Directors finds it to be appropriate; or
Appears in 1 contract
Sources: Indemnification Agreement (Commercial Capital Bancorp Inc)
Claims Initiated by Indemnitee. To indemnify or advance expenses Expenses to the Indemnitee with respect to proceedings Proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings Proceedings specifically authorized by the Board or brought to establish or enforce a right to indemnification and/or advancement of Expenses arising under this Agreement, the charter documents of the Company, or any statute or law or otherwise;
Appears in 1 contract
Sources: Indemnification Agreement (Flextronics International Ltd.)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except (i) with respect to proceedings brought to establish or enforce a right to indemnification under this Agreement;enforce
Appears in 1 contract
Sources: Indemnification Agreement (Bigstar Entertainment Inc /Ny)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to proceedings or claims Claims initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to proceedings brought to establish or enforce a right to indemnification under this Agreement;,
Appears in 1 contract
Sources: Indemnification Agreement (Eclipse Surgical Technologies Inc)
Claims Initiated by Indemnitee. To indemnify or advance expenses Expenses to Indemnitee with respect to proceedings an Action (or claims part thereof) initiated or brought voluntarily by Indemnitee and not by way of defenseIndemnitee, except with respect to proceedings an Action brought to establish or enforce a right to indemnification under this Agreement;or advancement of Expenses, unless such Action (or part thereof) was authorized by, consented to, or ratified by the Board of Directors.
Appears in 1 contract
Sources: Indemnification Agreement (Ensysce Biosciences, Inc.)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to proceedings brought to establish or enforce a right to indemnification under this Agreement;Agreement or any other statute or law, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board of Directors finds it to be appropriate.
Appears in 1 contract
Claims Initiated by Indemnitee. To indemnify Indemnify or advance expenses Expenses to Indemnitee with respect to proceedings or claims Proceedings initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to proceedings brought to establish Permitted Actions (unless a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such Permitted Action was not made in good faith or enforce a right to indemnification under this Agreement;was frivolous); or
Appears in 1 contract
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to proceedings or claims Claims initiated or brought voluntarily by Indemnitee and not by way of defense, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement;indemnify
Appears in 1 contract
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with With respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings brought to establish or enforce a right to indemnification under this AgreementAgreement or any other statute or law;
Appears in 1 contract
Sources: Director Indemnification Agreement (SXC Health Solutions Corp.)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to proceedings brought to establish or enforce a right to indemnification under this Agreement;Agreement or any other statute or law or otherwise as required under Section 145, but such indemnification or advancement of expenses may be provided by PNCL in specific cases if the Board finds it to be appropriate; or
Appears in 1 contract
Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings brought to establish or enforce a right to indemnification under this Agreement;a
Appears in 1 contract
Sources: Indemnity Agreement (Maxtor Corp)
Claims Initiated by Indemnitee. To indemnify or advance expenses ------------------------------ to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect unless (i) such indemnification is expressly required to proceedings brought to establish be made by law, or enforce a right to indemnification under this Agreement;(ii) the proceeding was authorized by the Board.
Appears in 1 contract
Claims Initiated by Indemnitee. To Except with respect to proceedings brought to establish or enforce a right to indemnification or advancement under this Agreement, to indemnify or advance expenses to Indemnitee with respect to proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to proceedings brought to establish or enforce defense without prior approval by a right to indemnification under this Agreementmajority of the Board of Directors;
Appears in 1 contract
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to proceedings a proceeding (or claims part of a proceeding) initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to proceedings a proceeding (or part of a proceeding) brought to establish or enforce a right to indemnification under this Agreement;Agreement or as authorized or consented to by the board of directors of the LP; or
Appears in 1 contract
Sources: Indemnification Agreement (Tiptree Financial Partners, L.P.)