Common use of Corporate Acts Clause in Contracts

Corporate Acts. In his/her capacity as a director, manager, officer, or employee of the Company or serving or having served any other entity as a director, manager, officer, or the Executive at the Company’s request, the Executive shall be indemnified and held harmless by the Company to the fullest extent allowed by law, the Company’s charter and by-laws, from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Executive may be involved, or threatened to be involved, as a party or otherwise by reason of the Executive’s status, which relate to or arise out of the Company, their assets, business or affairs, if in each of the foregoing cases, (i) the Executive acted in good faith and in a manner the Executive believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe the Executive’s conduct was unlawful, and (ii) the Executive’s conduct did not constitute gross negligence or willful or wanton misconduct (and the Company shall also advance expenses as incurred to the fullest extent permitted under applicable law, provided the Executive provides an undertaking to repay advances if it is ultimately determined that Executive is not entitled to indemnification). The Company shall advance all expenses incurred by the Executive in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in this Section 22, including but not necessarily limited to legal counsel, expert witnesses or other litigation-related expenses. The Executive shall be entitled to coverage under the Company’s directors and officers liability insurance policy in effect at any time in the future to no lesser extent than any other officers or directors of the Company. After the Executive is no longer employed by the Company, the Company shall keep in effect the provisions of this Section 22, which provision shall not be amended except as required by applicable law or except to make changes permitted by law that would enlarge the right of indemnification of the Executive. Notwithstanding anything herein to the contrary, the provisions of this Section 22 shall survive the termination of this Agreement and the termination of the Employment Period for any reason.

Corporate Acts. In his/her his capacity as a director, manager, officer, or employee of the Company or serving or having served any other entity as a director, manager, officer, or the Executive at the Company’s request, the Executive shall be indemnified and held harmless by the Company to the fullest extent allowed by law, the Company’s charter and by-laws, from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Executive may be involved, or threatened to be involved, as a party or otherwise by reason of the Executive’s status, which relate to or arise out of the Company, their assets, business or affairs, if in each of the foregoing cases, (i) the Executive acted in good faith and in a manner the Executive believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe the Executive’s conduct was unlawful, and (ii) the Executive’s conduct did not constitute gross negligence or willful or wanton misconduct (and the Company shall also advance expenses as incurred to the fullest extent permitted under applicable law, provided the Executive provides an undertaking to repay advances if it is ultimately determined that Executive is not entitled to indemnification). The Company shall advance all expenses incurred by the Executive in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in this Section 22Section, including but not necessarily limited to legal counsel, expert witnesses or other litigation-related expenses. The Executive shall be entitled to coverage under the Company’s directors and officers liability insurance policy in effect at any time in the future to no lesser extent than any other officers or directors of the Company. After the Executive is no longer employed by the Company, the Company shall keep in effect the provisions of this Section 22Section, which provision shall not be amended except as required by applicable law or except to make changes permitted by law that would enlarge the right of indemnification of the Executive. Notwithstanding anything herein to the contrary, the provisions of this Section 22 shall survive the termination of this Agreement and the termination of the Period of Employment Period for any reason.

Corporate Acts. In his/her his capacity as a director, manager, officer, or employee of the Company or serving or having served any other entity as a director, manager, officer, or the Sysorex’s Chief Executive at the CompanyOfficer and SGS’s requestPresident, the Executive Employee shall be indemnified and held harmless by the Company Sysorex and SGS to the fullest extent allowed by law, the CompanySysorex’s and SGS’s charter and by-laws, from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Executive Employee may be involved, or threatened to be involved, as a party or otherwise by reason of the ExecutiveEmployee’s status, which relate to or arise out of the CompanySysorex and SGS, their assets, business or affairs, if in each of the foregoing cases, (i1) the Executive Employee acted in good faith and in a manner the Executive Employee believed to be in, or not opposed to, the best interests of the CompanySysorex and SGS, and, with respect to any criminal proceeding, had no reasonable cause to believe the ExecutiveEmployee’s conduct was unlawful, and (ii2) the ExecutiveEmployee’s conduct did not constitute gross negligence or willful or wanton misconduct (and the Company Sysorex and SGS shall also advance expenses as incurred to the fullest extent permitted under applicable law, provided the Executive Employee provides an undertaking to repay advances if it is ultimately determined that Executive Employee is not entitled to indemnification). The Company Sysorex and SGS shall advance all expenses incurred by the Executive Employee in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in this Section 2216, including but not necessarily limited to legal counsel, expert witnesses or other litigation-related expenses. The Executive Employee shall be entitled to coverage under the CompanySysorex’s and SGS’s directors and officers liability insurance policy in effect at any time in the future to no lesser extent than any other officers or directors of the Company. After the Executive Employee is no longer employed by the CompanySysorex or SGS, the Company Sysorex shall keep in effect the provisions of this Section 2216, which provision shall not be amended except as required by applicable law or except to make changes permitted by law that would enlarge the right of indemnification of the ExecutiveEmployee. Notwithstanding anything herein to the contrary, the provisions of this Section 22 16 shall survive the termination of this Agreement and the termination of the Employment Period Term for any reason.

Corporate Acts. In his/her his capacity as a director, manager, officer, or employee of the Company or serving or having served any other entity as a director, manager, officer, or the Sysorex’s Chief Executive at the CompanyOfficer and SGS’s requestPresident, the Executive Employee shall be indemnified and held harmless by the Company Sysorex and SGS to the fullest extent allowed by law, the CompanySysorex’s and SGS’s charter and by-laws, from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Executive Employee may be involved, or threatened to be involved, as a party or otherwise by reason of the ExecutiveEmployee’s status, which relate to or arise out of the CompanySysorex and SGS, their assets, business or affairs, if in each of the foregoing cases, (i1) the Executive Employee acted in good faith and in a manner the Executive Employee believed to be in, or not opposed to, the best interests of the CompanySysorex and SGS, and, with respect to any criminal proceeding, had no reasonable cause to believe the ExecutiveEmployee’s conduct was unlawful, and (ii2) the ExecutiveEmployee’s conduct did not constitute gross negligence or willful or wanton misconduct (and the Company Sysorex and SGS shall also advance expenses as incurred to the fullest extent permitted under applicable law, provided the Executive Employee provides an undertaking to repay advances if it is ultimately determined that Executive Employee is not entitled to indemnification). The Company Sysorex and SGS shall advance all expenses incurred by the Executive Employee in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in this Section 2217, including but not necessarily limited to legal counsel, expert witnesses or other litigation-related expenses. The Executive Employee shall be entitled to coverage under the CompanySysorex’s and SGS’s directors and officers liability insurance policy in effect at any time in the future to no lesser extent than any other officers or directors of the Company. After the Executive Employee is no longer employed by the CompanySysorex or SGS, the Company Sysorex shall keep in effect the provisions of this Section 2217, which provision shall not be amended except as required by applicable law or except to make changes permitted by law that would enlarge the right of indemnification of the ExecutiveEmployee. Notwithstanding anything herein to the contrary, the provisions of this Section 22 17 shall survive the termination of this Agreement and the termination of the Employment Period Term for any reason.

Corporate Acts. In his/her his capacity as a directorSysorex’s Chief Executive Officer and TTM’s President, managerTreasurer, officerand Secretary, or employee of the Company or serving or having served any other entity as a director, manager, officer, or the Executive at the Company’s request, the Executive Employee shall be indemnified and held harmless by the Company Sysorex and TTM to the fullest extent allowed by law, the CompanySysorex’s and TTM’s charter and by-lawsbylaws, from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Executive Employee may be involved, or threatened to be involved, as a party or otherwise by reason of the ExecutiveEmployee’s status, which relate to or arise out of the CompanySysorex and TTM, their assets, business or affairs, if in each of the foregoing cases, (i1) the Executive Employee acted in good faith and in a manner the Executive Employee believed to be in, or not opposed to, the best interests of the CompanySysorex and TTM, and, with respect to any criminal proceeding, had no reasonable cause to believe the ExecutiveEmployee’s conduct was unlawful, and (ii2) the ExecutiveEmployee’s conduct did not constitute gross negligence or willful or wanton misconduct (and the Company Sysorex and TTM shall also advance expenses as incurred to the fullest extent permitted under applicable law, provided the Executive Employee provides an undertaking to repay advances if it is ultimately determined that Executive Employee is not entitled to indemnification). The Company Sysorex and TTM shall advance all expenses incurred by the Executive Employee in connection with the investigation, defense, settlement settlement, or appeal of any civil or criminal action or proceeding referenced in this Section 2216, including but not necessarily limited to legal counsel, expert witnesses witnesses, or other litigation-related expenses. The Executive Employee shall be entitled to coverage under the Company’s directors and officers liability insurance policy in effect at any time in the future to no lesser extent than any other officers or directors of the Company. After the Executive Employee is no longer employed by the Company, the Company shall keep in effect the provisions of this Section 2216, which provision shall not be amended except as required by applicable law or except to make changes permitted by law that would enlarge the right of indemnification of the ExecutiveEmployee. Notwithstanding anything herein to the contrary, the provisions of this Section 22 16 shall survive the termination of this Agreement and the termination of the Employment Period Term for any reason.

Corporate Acts. In his/her his capacity as a director, manager, officer, or employee of the Company or serving or having served any other entity as a director, manager, officer, or the Executive at the CompanySysorex’s requestChief Financial Officer, the Executive Employee shall be indemnified and held harmless by the Company Sysorex and SGS to the fullest extent allowed by law, the CompanySysorex’s and SGS’s charter and by-laws, from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Executive Employee may be involved, or threatened to be involved, as a party or otherwise by reason of the ExecutiveEmployee’s status, which relate to or arise out of the CompanySysorex and SGS, their assets, business or affairs, if in each of the foregoing cases, (i1) the Executive Employee acted in good faith and in a manner the Executive Employee believed to be in, or not opposed to, the best interests of the CompanySysorex and SGS, and, with respect to any criminal proceeding, had no reasonable cause to believe the ExecutiveEmployee’s conduct was unlawful, and (ii2) the ExecutiveEmployee’s conduct did not constitute gross negligence or willful or wanton misconduct (and the Company Sysorex and SGS shall also advance expenses as incurred to the fullest extent permitted under applicable law, provided the Executive Employee provides an undertaking to repay advances if it is ultimately determined that Executive Employee is not entitled to indemnification). The Company Sysorex and SGS shall advance all expenses incurred by the Executive Employee in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in this Section 2216, including but not necessarily limited to legal counsel, expert witnesses or other litigation-related expenses. The Executive Employee shall be entitled to coverage under the CompanySysorex’s and SGS’s directors and officers liability insurance policy in effect at any time in the future to no lesser extent than any other officers or directors of the Company. After the Executive Employee is no longer employed by the CompanySysorex or SGS, the Company Sysorex shall keep in effect the provisions of this Section 2216, which provision shall not be amended except as required by applicable law or except to make changes permitted by law that would enlarge the right of indemnification of the ExecutiveEmployee. Notwithstanding anything herein to the contrary, the provisions of this Section 22 16 shall survive the termination of this Agreement and the termination of the Employment Period Term for any reason.. **** All other parts of this section remain the same ****

Corporate Acts. In his/her capacity as a director, manager, officer, or employee of the Company or serving or having served any other entity as a director, manager, officer, or the Executive at the Company’s request, the Executive shall be indemnified and held harmless by the Company to the fullest extent allowed by law, the Company’s charter and by-laws, from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Executive may be involved, or threatened to be involved, as a party or otherwise by reason of the Executive’s status, which relate to or arise out of the Company, their assets, business or affairs, if in each of the foregoing cases, (i) the Executive acted in good faith and in a manner the Executive believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe the Executive’s conduct was unlawful, and (ii) the Executive’s conduct did not constitute gross negligence or willful or wanton misconduct (and the Company shall also advance expenses as incurred to the fullest extent permitted under applicable law, provided the Executive provides an undertaking to repay advances if it is ultimately determined that Executive is not entitled to indemnification). The indemnification).The Company shall advance all expenses incurred by the Executive in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in this Section 22, including but not necessarily limited to legal counsel, expert witnesses or other litigation-related expenses. The Executive shall be entitled to coverage under the Company’s directors and officers liability insurance policy in effect at any time in the future to no lesser extent than any other officers or directors of the Company. After the Executive is no longer employed by the Company, the Company shall keep in effect the provisions of this Section 22, which provision shall not be amended except as required by applicable law or except to make changes permitted by law that would enlarge the right of indemnification of the Executive. Notwithstanding anything herein to the contrary, the provisions of this Section 22 shall survive the termination of this Agreement and the termination of the Employment Period for any reason.