Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee or agent of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee or agent of the Company. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws and applicable law, and shall not be deemed a substitute therefore, nor diminish or abrogate any rights of Indemnitee thereunder.
Appears in 123 contracts
Sources: Indemnification Agreement (Solaris Energy Infrastructure, Inc.), Indemnification Agreement (Liberty Energy Inc.), Indemnification Agreement (Solaris Energy Infrastructure, Inc.)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee director or agent officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving or continuing to serve as a director, officer, employee director or agent officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws and applicable law, and shall is not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 101 contracts
Sources: Indemnification Agreement (Spectral Ip, Inc.), Indemnification Agreement (Spectral Ip, Inc.), Indemnification Agreement (Siga Technologies Inc)
Enforcement. (a) The Company Corporation expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee or agent of the CompanyCorporation, and the Company Corporation acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee or agent of the CompanyCorporation.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws and applicable law, and shall not be deemed a substitute therefore, nor diminish or abrogate any rights of Indemnitee thereunder.
Appears in 89 contracts
Sources: Indemnification Agreement (Ramaco Resources, Inc.), Indemnification Agreement (Ramaco Resources, Inc.), Indemnification Agreement (Via Renewables, Inc.)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as a director, officer, employee or agent director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee or agent director of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationCharter, the Bylaws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 77 contracts
Sources: Indemnification Agreement (Entravision Communications Corp), Director Indemnification Agreement (Kalaris Therapeutics, Inc.), Indemnification Agreement (Sionna Therapeutics, Inc.)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as [a director, officer, employee or agent director and] an officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as [a director, officer, employee or agent director and] an officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationCharter, the Bylaws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 63 contracts
Sources: Officer Indemnification Agreement (Kalaris Therapeutics, Inc.), Indemnification Agreement (Sionna Therapeutics, Inc.), Officer Indemnification Agreement (Sagimet Biosciences Inc.)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee director or agent officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee director or agent officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 57 contracts
Sources: Indemnification Agreement (Elite Express Holding Inc.), Indemnification Agreement (Elite Express Holding Inc.), Indemnification Agreement (Elite Express Holding Inc.)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as a director, officer, employee director or agent officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving or continuing to serve as a director, officer, employee director or agent officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws Bylaws, any directors’ and officers’ insurance maintained by the Company and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 38 contracts
Sources: Indemnification Agreement (OneWater Marine Inc.), Indemnification Agreement (OneWater Marine Inc.), Indemnification Agreement (Focus Financial Partners Inc.)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to [serve or continue to serve] as a director, officer, employee or agent director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee or agent director of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationCharter, the Bylaws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 29 contracts
Sources: Director Indemnification Agreement (Pattern Group Inc.), Director Indemnification Agreement (Q32 Bio Inc.), Indemnification Agreement (Astera Labs, Inc.)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee director or agent officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving or continuing to serve as a director, officer, employee director or agent officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 28 contracts
Sources: Indemnification Agreement (Zeo Energy Corp.), Indemnification Agreement (ESGEN Acquisition Corp), Indemnification Agreement (Zoomcar Holdings, Inc.)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee director or agent officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee director or agent officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationIncorporation of the Company, the Bylaws By-laws of the Company and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 27 contracts
Sources: Indemnification Agreement (Synta Pharmaceuticals Corp), Indemnification Agreement (Caesars Acquisition Co), Indemnification Agreement (Geron Corp)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee director or agent officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving or continuing to serve as a director, officer, employee director or agent officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws By-laws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 27 contracts
Sources: Indemnification Agreement (EyePoint Pharmaceuticals, Inc.), Indemnification Agreement (EyePoint Pharmaceuticals, Inc.), Indemnification Agreement (EyePoint Pharmaceuticals, Inc.)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee director or agent officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving or continuing to serve as a director, officer, employee director or agent officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws Bylaws, any directors’ and officers’ insurance maintained by the Company and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 22 contracts
Sources: Indemnification Agreement (Lazydays Holdings, Inc.), Indemnification Agreement (Grace Therapeutics, Inc.), Indemnification Agreement (Sandisk Corp)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee director or agent officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee director or agent officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws By-laws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 21 contracts
Sources: Indemnification Agreement, Indemnification Agreement (Xtant Medical Holdings, Inc.), Indemnification Agreement (Apellis Pharmaceuticals, Inc.)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee or agent of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee or agent of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws and applicable law, and shall not be deemed a substitute thereforetherefor, nor diminish or abrogate any rights of Indemnitee thereunder.
Appears in 21 contracts
Sources: Indemnification Agreement (Ranger Energy Services, Inc.), Indemnification Agreement (Ranger Energy Services, Inc.), Indemnification Agreement (Ranger Energy Services, Inc.)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as a director, officer, employee or agent an officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee or agent an officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationCharter, the Bylaws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 18 contracts
Sources: Indemnification Agreement (Entravision Communications Corp), Officer Indemnification Agreement (Dianthus Therapeutics, Inc. /DE/), Indemnification Agreement (Gelesis Holdings, Inc.)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee director or agent officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving or continuing to serve as a director, officer, employee director or agent officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws Articles and applicable law, and shall is not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 16 contracts
Sources: Indemnification Agreement (Waldencast PLC), Indemnification Agreement (Waldencast PLC), Indemnification Agreement (Waldencast PLC)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee director or agent officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving or continuing to serve as a director, officer, employee director or agent officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws and applicable lawApplicable Law, and shall is not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 12 contracts
Sources: Indemnification Agreement (Job Aire Group Inc.), Indemnification Agreement (Job Aire Group Inc.), Indemnification Agreement (Job Aire Group Inc.)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee [to serve or continue to serve] as [a director, officer, employee or agent director and] an officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as [a director, officer, employee or agent director and] an officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationCharter, the Bylaws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 9 contracts
Sources: Officer Indemnification Agreement (Q32 Bio Inc.), Indemnification Agreement (Astera Labs, Inc.), Officer Indemnification Agreement (Disc Medicine, Inc.)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee director or agent officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving or continuing to serve as a director, officer, employee director or agent officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws Bylaws, any directors’ and officers’ insurance maintained by the Company and applicable law, and shall is not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 9 contracts
Sources: Indemnification Agreement (reAlpha Tech Corp.), Indemnification Agreement (Adara Acquisition Corp.), Indemnification Agreement (Atlassian Corp)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to [serve or continue to serve] as [a director, officer, employee or agent director and] an officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as [a director, officer, employee or agent director and] an officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationCharter, the Bylaws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 9 contracts
Sources: Director Indemnification Agreement (Pattern Group Inc.), Indemnification Agreement (Klaviyo, Inc.), Indemnification Agreement (SEMrush Holdings, Inc.)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as a director, officer, employee director or agent officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee director or agent officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationCharter, the Bylaws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 9 contracts
Sources: Indemnification Agreement (Chiasma, Inc), Indemnification Agreement (Control4 Corp), Indemnification Agreement (Bluebird Bio, Inc.)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee director or agent officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving or continuing to serve as a director, officer, employee director or agent officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws Incorporation and applicable law, and shall is not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 7 contracts
Sources: Indemnification Agreement (TKO Group Holdings, Inc.), Indemnification Agreement (Vacasa, Inc.), Indemnification Agreement (Endeavor Group Holdings, Inc.)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee director or agent officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving or continuing to serve as a director, officer, employee director or agent officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Bylaws, the Certificate of Incorporation, the Bylaws Incorporation and applicable law, and shall is not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 5 contracts
Sources: Indemnification & Liability (Courtside Group, Inc.), Indemnification Agreement (Intuity Medical, Inc.), Indemnification Agreement (Amplitude, Inc.)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as a director, officer, employee director or agent officer of the Company, as applicable, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee director or agent officer of the Company, as applicable.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationCharter, the Bylaws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 5 contracts
Sources: Indemnification Agreement (Scienture Holdings, Inc.), Indemnification & Liability (AIRO Group, Inc.), Indemnification Agreement (High Roller Technologies, Inc.)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, an officer, employee director or agent advisor of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, an officer, employee director or agent advisor of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws and applicable law, and .
(c) The Company shall not be deemed seek from a substitute thereforecourt, nor diminish or abrogate any agree to, a “bar order” which would have the effect of prohibiting or limiting the Indemnitee’s rights to receive advancement of Indemnitee thereunderexpenses under this Agreement.
Appears in 5 contracts
Sources: Indemnification Agreement (Chain Bridge I), Indemnification Agreement (G Squared Ascend II, Inc.), Indemnification Agreement (Chain Bridge I)
Enforcement. (a) The Company Companies expressly confirms confirm and agrees agree that it has they have entered into this Agreement and assumed the obligations imposed on it them hereby in order to induce Indemnitee to serve as a director, officer, employee or agent of the a Company, and the such Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee or agent of the such Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws Company Organizational Documents and applicable law, and shall not be deemed a substitute therefore, nor diminish or abrogate any rights of Indemnitee thereunder.
Appears in 4 contracts
Sources: Indemnification Agreement (GPM Petroleum LP), Indemnification Agreement (Antero Resources Midstream Management LLC), Indemnification Agreement (GPM Petroleum LP)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as a director, officer, employee or agent director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee or agent director of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof, including that certain [ ]1; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationCharter, the Bylaws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 4 contracts
Sources: Director Indemnification Agreement (Rocket Pharmaceuticals, Inc.), Director Indemnification Agreement (Inotek Pharmaceuticals Corp), Director Indemnification Agreement (Mevion Medical Systems, Inc.)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee or agent an officer and/or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee or agent an officer and/or director of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationCharter, the Bylaws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 4 contracts
Sources: Indemnification Agreement (Ocera Therapeutics, Inc.), Indemnification Agreement (FleetMatics Group PLC), Indemnification Agreement (Tranzyme Inc)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee director or agent officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving or continuing to serve as a director, officer, employee director or agent officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws Charter and applicable law, and shall is not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 4 contracts
Sources: Indemnification Agreement (MoneyHero LTD), Indemnification Agreement (VNG LTD), Indemnification Agreement (PropertyGuru Group LTD)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to [continue to] serve as [a director, officer, employee or agent director and] an officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as [a director, officer, employee or agent director and] an officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationCharter, the Bylaws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 3 contracts
Sources: Indemnification Agreement (Septerna, Inc.), Indemnification Agreement (Upstream Bio, Inc.), Indemnification Agreement (Rapport Therapeutics, Inc.)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as a director, officer, employee or agent [director][officer] of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee or agent [director][officer] of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationCharter, the Bylaws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 3 contracts
Sources: Indemnification Agreement (Omega Flex, Inc.), Indemnification Agreement (Omega Flex, Inc.), Indemnification Agreement (Omega Flex, Inc.)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve or to continue to serve as a director, officer, employee director or agent officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee director or agent officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereofhereof (including the Prior Agreement); provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws Incorporation and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 3 contracts
Sources: Indemnification Agreement (Tetralogic Pharmaceuticals Corp), Indemnification Agreement (Tetralogic Pharmaceuticals Corp), Indemnification Agreement (Agios Pharmaceuticals Inc)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as [a director, director][an officer, employee or agent ] of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as [a director, director][an officer, employee or agent ] of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationCharter, the Bylaws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 3 contracts
Sources: Indemnification Agreement (Vyrix Pharmaceuticals, Inc.), Indemnification Agreement (Fate Therapeutics Inc), Indemnification Agreement (Foundation Medicine, Inc.)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve and continue to serve as a director, officer, employee director or agent officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee director or agent officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunderthereunder or under any applicable insurance policies.
Appears in 3 contracts
Sources: Indemnification Agreement (Schiff Nutrition International, Inc.), Indemnification Agreement (Schiff Nutrition International, Inc.), Indemnification Agreement (Weider Nutrition International Inc)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as [a director, officer, employee or agent director and] an officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as [a director, officer, employee or agent director and] an officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 3 contracts
Sources: Director Indemnification Agreement (Vigil Neuroscience, Inc.), Officer Indemnification Agreement (Nuvalent, Inc.), Officer Indemnification Agreement (Fusion Pharmaceuticals Inc.)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve [serve] [continue to serve] as a director, officer, employee or agent director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee or agent director of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationCharter, the Bylaws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 3 contracts
Sources: Indemnification Agreement (BridgeBio Oncology Therapeutics, Inc.), Indemnification Agreement (MBX Biosciences, Inc.), Indemnification Agreement (Metagenomi, Inc.)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee director or agent officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving or continuing to serve as a director, officer, employee director or agent officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationArticles, any directors’ and officers’ insurance maintained by the Bylaws Company and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 3 contracts
Sources: Indemnification Agreement (Roadzen Inc.), Indemnification Agreement (EUDA Health Holdings LTD), Indemnification Agreement (EUDA Health Holdings LTD)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee or agent [director][officer] of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee or agent [director][officer] of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationCharter, the Bylaws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 2 contracts
Sources: Indemnification Agreement (Software Acquisition Group Inc.), Indemnification Agreement (JELD-WEN Holding, Inc.)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve serve, or continue to serve, as a director, officer, employee or agent director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee or agent director of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws Organizational Documents and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 2 contracts
Sources: Director Indemnification Agreement (COURIER Corp), Director Indemnification Agreement (Anika Therapeutics, Inc.)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to continue to serve as a director, officer, employee director or agent officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee director or agent officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws Bylaws, any directors’ and officers’ insurance maintained by the Company and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 2 contracts
Sources: Indemnification Agreement (Oaktree Strategic Income II, Inc.), Indemnification Agreement (Fifth Street Finance Corp.)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to [serve or continue to serve] as a director, officer, employee or agent an officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee or agent an officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationCharter, the Bylaws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 2 contracts
Sources: Indemnification Agreement (908 Devices Inc.), Indemnification Agreement (908 Devices Inc.)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee or agent an officer and/or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee or agent an officer and/or director of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationIncorporation of the Company, the Bylaws By-laws of the Company and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 2 contracts
Sources: Indemnification Agreement (Libbey Inc), Indemnification Agreement (Libbey Inc)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee director or agent officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving or continuing to serve as a director, officer, employee director or agent officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate Articles of Incorporation, the Bylaws and applicable law, and shall is not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 2 contracts
Sources: Indemnification Agreement (Galaxy Gaming, Inc.), Indemnification Agreement (Galaxy Gaming, Inc.)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement Deed and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee director or agent officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement Deed in serving or continuing to serve as a director, officer, employee director or agent officer of the Company.
(b) This Agreement Deed constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement Deed is a supplement to and in furtherance of the Certificate of IncorporationConstitution, any directors’ and officers’ insurance maintained by the Bylaws Company and applicable law, and shall is not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 2 contracts
Sources: Deed of Indemnification and Advancement (Heramba Electric PLC), Deed of Indemnification and Advancement (Heramba Electric PLC)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee or agent an officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee an officer [or agent Counsel] of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationCharter, the Bylaws Bylaws, any resolution of the Board providing for indemnification and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 2 contracts
Sources: Indemnification Agreement (MRC Global Inc.), Indemnification Agreement (McJunkin Red Man Holding Corp)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve serve, or continue to serve, as a director, officer, employee or agent director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee or agent director of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationCharter, the Bylaws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 2 contracts
Sources: Indemnification Agreement (Haemonetics Corp), Indemnification Agreement (Northeast Bancorp /Me/)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee director or agent officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving or continuing to serve as a director, officer, employee director or agent officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws and applicable lawlaw (including the DGCL), and shall is not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 2 contracts
Sources: Indemnification Agreement (System1, Inc.), Indemnification Agreement (System1, Inc.)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as a director, officer, employee or agent director and an officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee or agent director and an officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationCharter, the Bylaws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 2 contracts
Sources: Indemnification Agreement (Jounce Therapeutics, Inc.), Indemnification Agreement (Jounce Therapeutics, Inc.)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, officer or employee or agent of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, officer or employee or agent of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereofhereof ; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate Articles of Incorporation, the Bylaws Bylaws, any directors’ and officers’ insurance maintained by the Company and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 2 contracts
Sources: Indemnification Agreement, Indemnification Agreement (Quality Systems, Inc)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee director or agent officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving or continuing to serve as a director, officer, employee director or agent officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws By-Laws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 2 contracts
Sources: Indemnification Agreement (Flewber Global Inc.), Indemnification Agreement (Alcoa Upstream Corp)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve or to continue to serve as a director, officer, employee director or agent officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee director or agent officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws Incorporation and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 2 contracts
Sources: Indemnification Agreement (Paratek Pharmaceuticals, Inc.), Indemnification Agreement (Paratek Pharmaceuticals, Inc.)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed assumes the obligations imposed on it hereby in order to induce Indemnitee to serve serve, or continue to serve, as a director, officer, employee an officer or agent director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee an officer or agent director of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationCertificate, the Bylaws Bylaws, and any applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 2 contracts
Sources: Indemnification Agreement (TTM Technologies Inc), Indemnification Agreement (Roadrunner Transportation Systems, Inc.)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee officer or agent of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee officer or agent of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws By-laws, any directors and officers insurance maintained by the Company and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 2 contracts
Sources: Indemnification Agreement (Fox Factory Holding Corp), Indemnification Agreement (Fox Factory Holding Corp)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee or agent director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving or continuing to serve as a director, officer, employee director or agent officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws Incorporation and applicable law, and shall is not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 2 contracts
Sources: Indemnification Agreement (Nano Magic Holdings Inc.), Indemnification and Advancement Agreement (Nano Magic Holdings Inc.)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as [a director, officer, employee or agent director and] an officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as [a director, officer, employee or agent director and] an officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationCharter, the Bylaws By-laws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 2 contracts
Sources: Officer Indemnification Agreement (Prime Medicine, Inc.), Director Indemnification Agreement (PepGen Inc.)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to 51180265.2 - 15 - DXP Enterprises, Inc. serve as a director, officer, employee director or agent officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee director or agent officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws Organizational Documents and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 2 contracts
Sources: Indemnification Agreement (DXP Enterprises Inc), Indemnification Agreement (DXP Enterprises Inc)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as a [director, /officer, employee or agent ] of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a [director, /officer, employee or agent ] of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationCharter, the Bylaws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 1 contract
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement Deed and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee director or agent officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement Deed in serving or continuing to serve as a director, officer, employee director or agent officer of the Company.
(b) This Agreement Deed constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement Deed is a supplement to and in furtherance of the Certificate of IncorporationArticles, any directors’ and officers’ insurance maintained by the Bylaws Company, and applicable law, and shall is not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 1 contract
Sources: Deed of Indemnification (NIQ Global Intelligence PLC)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as [a director, director and][an officer, employee or agent ] of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as [a director, director and][an officer, employee or agent ] of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationCharter, the Bylaws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 1 contract
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as a director, officer, employee director or agent officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee director or agent officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationCharter, the Bylaws bylaws of the Company, and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 1 contract
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee director or agent officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving or continuing to serve as a director, officer, employee director or agent officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws By-laws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 1 contract
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as [a director, director / an officer, employee or agent ] of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as [a director, director / an officer, employee or agent ] of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationCharter, the Bylaws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 1 contract
Sources: Indemnification Agreement (Caliburn International Corp)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as [a director, officer, employee or agent director and] an officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as [a director, officer, employee or agent director and] an officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written written, and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationCharter, the Bylaws Bylaws, and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 1 contract
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to begin or to continue to serve as a director, officer, employee director or agent officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee director or agent officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationCharter, the Bylaws By-Laws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 1 contract
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as a director, officer, employee director or agent an officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee director or agent an officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationCharter, the Bylaws By-laws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 1 contract
Sources: Indemnification Agreement (Intellia Therapeutics, Inc.)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, officer or other employee or agent of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee or agent of continuing to serve the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws and applicable law, and shall is not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 1 contract
Sources: Indemnification and Advancement Agreement (Fluence Energy, Inc.)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee director or agent officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving or continuing to serve as a director, officer, employee director or agent officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws Bylaws, any directors and officers insurance maintained by the Company and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 1 contract
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee an officer or agent director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee an officer or agent director of the Company.
(b) This Other than as provided herein, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided. For the avoidance of doubt, however, that this Agreement is a supplement to supersedes and replaces in furtherance of its entirety any previous Indemnity Agreement or Indemnification Agreement entered into between the Certificate of Incorporation, the Bylaws Company and applicable law, and shall not be deemed a substitute therefore, nor diminish or abrogate any rights of Indemnitee thereunderIndemnitee.
Appears in 1 contract
Sources: Indemnification Agreement (Conduit Pharmaceuticals Inc.)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve serve, or continue to serve, as a director, officer, employee director or agent officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee director or agent officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationCharter, the Bylaws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 1 contract
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a [an officer][a director, officer, employee or agent ] of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a [an officer][a director, officer, employee or agent ] of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 1 contract
Sources: Indemnification Agreement (Darling International Inc)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee or agent director and/or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee or agent director and/or officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof[, including the Prior Agreement]; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationIncorporation of the Company, the Bylaws of the Company and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 1 contract
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee director or agent officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving or continuing to serve as a director, officer, employee director or agent officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws and applicable law, and shall is not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 1 contract
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee an officer or agent director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee an officer or agent director of the Company.
(b) This Subject to Section 8 above, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws and applicable law, and .
(c) The Company shall not be deemed seek from a substitute thereforecourt, nor diminish or abrogate any agree to, a “bar order” which would have the effect of prohibiting or limiting Indemnitee’s rights to receive advancement of Indemnitee thereunderexpenses under this Agreement.
Appears in 1 contract
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee director or agent officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee director or agent officer of the Company.
(b) This Agreement Agreement, together with the rights conferred upon Indemnitee or obligations imposed on the Company pursuant to the Certificate of Incorporation, the Bylaws or the DGCL, constitutes the entire agreement between the parties hereto to this Agreement with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto to this Agreement with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws and applicable law, and shall not be deemed a substitute therefore, nor diminish or abrogate any rights of Indemnitee thereunder.
Appears in 1 contract
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a [director, /officer, employee or agent ] of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a [director, /officer, employee or agent ] of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationCharter, the Bylaws Bylaws, applicable law and applicable lawprior agreements, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 1 contract
Sources: Indemnification Agreement (Fidelity & Guaranty Life)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, officer or key employee or agent of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, officer or key employee or agent of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationIncorporation of the Company, the Bylaws Articles of the Company and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 1 contract
Sources: Indemnification Agreement (Banc of California, Inc.)
Enforcement.
(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee director or agent officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving or continuing to serve as a director, officer, employee director or agent officer of the Company.. 15066598.2
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder..
Appears in 1 contract
Sources: Indemnification Agreement (ClearSign Technologies Corp)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a [director, ] [officer, employee or agent ] of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a [director, ] [officer, employee or agent ] of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationCertificate, the Bylaws By-laws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 1 contract
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a [officer/director, officer, employee or agent ] of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a [officer/director, officer, employee or agent ] of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws Charter Documents and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 1 contract
Sources: Indemnification Agreement (Lighting Science Group Corp)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as a director, [a director][an officer, employee or agent ] of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, [a director][an officer, employee or agent ] of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationCharter, the Bylaws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 1 contract
Sources: Indemnification Agreement (Proteostasis Therapeutics, Inc.)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee director or agent officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee director or agent officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto Company and Indemnitee with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationCertificate, the Bylaws By-laws, applicable insurance and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 1 contract
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as a an officer, director, officer, employee or agent manager of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a an officer, director, officer, employee or agent manager of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws and applicable law, and .
(c) The Company shall not be deemed seek from a substitute thereforecourt, nor diminish or abrogate any agree to, a “bar order” which would have the effect of prohibiting or limiting the Indemnitee’s rights to receive advancement of Indemnitee thereunderexpenses under this Agreement.
Appears in 1 contract
Sources: Indemnification Agreement (Greenwich LifeSciences, Inc.)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as a director, officer, employee or agent director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee or agent director of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof, including that certain ; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationCharter, the Bylaws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 1 contract
Sources: Director Indemnification Agreement (Jounce Therapeutics, Inc.)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as a director, officer, employee director or agent officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee director or agent officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws By-laws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 1 contract
Sources: Indemnification Agreement (Performance Technologies Inc \De\)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, director or officer, employee or agent as applicable, of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, director or officer, employee or agent as applicable, of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 1 contract
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed assumes the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as a director, officer, employee an officer or agent director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee an officer or agent director of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, provided however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationCertificate, the Bylaws Bylaws, and any applicable law, and shall not be deemed a substitute thereforethereof, nor to diminish or abrogate any rights of Indemnitee indemnitee thereunder.
Appears in 1 contract
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve [serve/continue to serve] as a director, officer, employee or agent director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee or agent director of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationCharter, the Bylaws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 1 contract
Sources: Director Indemnification Agreement (Plug Power Inc)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee or agent of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee or agent of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationFormation, the Bylaws LLC Agreement and applicable law, and shall not be deemed a substitute thereforetherefor, nor diminish or abrogate any rights of Indemnitee thereunder.
Appears in 1 contract
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve (or continue to serve) as a director, officer, employee director or agent officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee director or agent officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and or implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationCertificate, the Bylaws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 1 contract
Sources: Indemnification Agreement (Live Nation Entertainment, Inc.)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee or agent Manager and/or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee or agent director and/or officer of the Company.. 1008874322v3
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any and all other prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws LLC Agreement and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 1 contract
Sources: Indemnification Agreement (New York REIT Liquidating LLC)
Enforcement.
(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee director or agent officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving or continuing to serve as a director, officer, employee director or agent officer of the Company..
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws Bylaws, any directors’ and officers’ insurance maintained by the Company and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder..
Appears in 1 contract
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee director or agent officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving or continuing to serve as a director, officer, employee director or agent officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Company’s Certificate of Incorporation, the Company’s Bylaws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 1 contract
Sources: Indemnification Agreement (Alliance HealthCare Services, Inc)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve or to continue to serve as a director, officer, employee director or agent officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee director or agent officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws By-laws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 1 contract
Sources: Indemnification Agreement (Idera Pharmaceuticals, Inc.)
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, [director or officer, employee or agent ] of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving or continuing to serve as a director, [director or officer, employee or agent ] of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws Charter and applicable law, and shall is not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 1 contract
Sources: Indemnification Agreement (Zapp Electric Vehicles Group LTD)
Enforcement. (a) The Company Corporation expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as [a director, director][an officer, employee or agent ] of the CompanyCorporation, and the Company Corporation acknowledges that Indemnitee is relying upon this Agreement in serving as [a director, director][an officer, employee or agent ] of the CompanyCorporation.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationCharter, the Bylaws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 1 contract
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a [director, /officer, employee or agent ] of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a [director, /officer, employee or agent ] of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws Bylaws, any directors’ and officers’ insurance maintained by the Company and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 1 contract
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as a director, officer, employee director or agent officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee director or agent officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereofhereof [(including the Prior Agreement)]; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationCharter, the Bylaws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 1 contract
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to continue to serve as [a director, officer, employee or agent director and] an officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as [a director, officer, employee or agent director and] an officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationCharter, the Bylaws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 1 contract
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer, employee director or agent officer of the CompanyCompany and its affiliates, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee director or agent officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate Bye-laws of Incorporation, the Bylaws Company and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 1 contract
Enforcement. (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as a director, officer, employee director or agent officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee director or agent officer of the Company.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of IncorporationCharter, the Bylaws By-laws and applicable law, and shall not be deemed a substitute thereforetherefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
Appears in 1 contract