Exception to Obligation to Indemnify and Advance Expenses. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification or advancement pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless (i) the Company has joined in or the Board has consented to the initiation of such Proceeding; or (ii) the Proceeding is one to enforce indemnification rights under Section 5.
Appears in 5 contracts
Samples: Indemnification Agreement (LSC Communications, Inc.), Donnelley Financial (Donnelley Financial Solutions, Inc.), Indemnification Agreement (RR Donnelley & Sons Co)
Exception to Obligation to Indemnify and Advance Expenses. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification or advancement pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless (i) the Company has joined in or the Board has consented to the initiation of such Proceeding; or (ii) the Proceeding is one to enforce indemnification rights under this Agreement, including Section 5.
Appears in 4 contracts
Samples: Indemnification Agreement (Roomlinx Inc), Director Indemnification Agreement (Roomlinx Inc), Director Indemnification Agreement (Wintrust Financial Corp)
Exception to Obligation to Indemnify and Advance Expenses. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification or advancement pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless (i) the Company has joined in Board or the Board has consented to Disinterested Directors have authorized the initiation of such Proceeding; Proceeding or (ii) the Proceeding is one to enforce indemnification rights under Section 5.
Appears in 3 contracts
Samples: Non Qualified Stock Option Award Agreement (DEX ONE Corp), Form of Indemnification Agreement (Aventine Renewable Energy Holdings Inc), Form of Indemnification Agreement (DEX ONE Corp)
Exception to Obligation to Indemnify and Advance Expenses. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification or advancement pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless (i) the Company has joined in or the Board has consented to the initiation of such Proceeding; Proceeding or (ii) the Proceeding is one to enforce indemnification rights under Section 5.
Appears in 2 contracts
Samples: Indemnification Agreement (Cambium Networks Corp), Indemnification Agreement (HMS Holdings Corp)
Exception to Obligation to Indemnify and Advance Expenses. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification or advancement of Expenses pursuant to this Agreement in connection with any Proceeding threatened, pending, or completed action, suit or proceeding, whether civil, criminal, internal, administrative or investigative that relates to an Indemnifiable Event initiated by Indemnitee against the Company or any director or officer of the Company unless (i) the Company has joined in or the Board of Directors has consented to the initiation of such Proceeding; or (ii) Claim in a resolution adopted by the Proceeding is one to enforce indemnification rights under Section 5Board of Directors.
Appears in 1 contract
Samples: Indemnity Agreement (Vrio Corp.)
Exception to Obligation to Indemnify and Advance Expenses. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification or advancement pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless (i) the Company has joined in or the Board has consented to the initiation of such Proceeding; or (ii) the Proceeding is one to enforce indemnification Indemnitee’s rights under Section 5.
Appears in 1 contract
Samples: Indemnification Agreement (Saks Inc)
Exception to Obligation to Indemnify and Advance Expenses. Notwithstanding anything in this Agreement agreement to the contrary, Indemnitee shall not be entitled to indemnification or advancement of Expenses pursuant to this Agreement agreement in connection with any Proceeding threatened, pending, or completed action, suit or proceeding, whether civil, criminal, internal, administrative or investigative that relates to an Indemnifiable Event initiated by Indemnitee against the Company or any director or officer of the Company unless (i) the Company has joined in or the Board board has consented to the initiation of such Proceeding; or (ii) Claim in a resolution adopted by the Proceeding is one to enforce indemnification rights under Section 5board.
Appears in 1 contract
Samples: Coronado Global Resources Inc.
