Common use of Claims Initiated by the Indemnitee Clause in Contracts

Claims Initiated by the Indemnitee. The Company shall not be obligated pursuant to the terms of 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, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the General Corporation Law of Delaware or (iv) the proceeding is brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145.

Appears in 3 contracts

Samples: Indemnity Agreement (Bristow Group Inc), Indemnity Agreement (Bristow Group Inc), Exhibit 14 (Offshore Logistics Inc)

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Claims Initiated by the Indemnitee. The Company shall not be obligated pursuant to the terms of this Agreement to 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, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the General Corporation Law of Delaware or (iv) the proceeding is brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145.;

Appears in 3 contracts

Samples: Indemnity Agreement (DT Credit Company, LLC), Indemnity Agreement (DT Acceptance Corp), Indemnity Agreement (Grand Canyon Education, Inc.)

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Claims Initiated by the Indemnitee. The Company shall not be obligated pursuant to the terms of this Agreement to 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, unless unless: (i) such indemnification is expressly required to be made by law, ; (ii) the proceeding was authorized by the Board, ; (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the General Corporation Corporate Law of Delaware Delaware; or (iv) the proceeding is brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145.;

Appears in 1 contract

Samples: Indemnity Agreement (Edgewater Technology Inc/De/)

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