Common use of Indemnification and Hold Harmless Provision Clause in Contracts

Indemnification and Hold Harmless Provision. CALYPSO hereby agrees to indemnify Executive, his heirs, successors, and assigns and hold Executive harmless from any and all liabilities, obligations, expenses, fees, and costs (including attorney’s and professional fees) of every kind, nature, and description, which now exist or may exist now or hereafter with respect to Executive’s activities, duties, or responsibilities as Executive Officer of CALYPSO, or any subsequent position, or in relation to any of CALYPSO’s subsidiaries, affiliates, or related entities. Such indemnification and hold harmless benefits shall be payable by CALYPSO whenever incurred by Executive so long as such costs or expenses relate to or arise from such activities, duties, and responsibilities of Executive and shall not be in any way be dependent upon Executive’s employment with CALYPSO. When and If, Calypso has successful settlement and/or licensing with a minimum gross value before fees (Legal or Daic Party) of $2,500,000.00 (Two Million Five Hundred Thousand US Dollars), Calypso shall be required to purchase adequate directors/officers insurance, or other adequate insurance in an amount not less than $5 million insuring Calypso’s obligation as set forth in this Section 21. In the event Executive is made a party to a lawsuit or is involved in a legal proceeding in any manner (including by subpoena or as a witness), which relates directly or indirectly to Calypso or the Executive’s performance of his duties under this Agreement, in which Executive in his sole discretion believes that it is in his best interest to retain independent legal and other professional counsel, CALYPSO shall provide any and all necessary means to the independent legal counsel; including but not limited to the payment of retainer’s fees, professional fees, court fees, etc..

Indemnification and Hold Harmless Provision. CALYPSO hereby agrees to indemnify Executive, his heirs, successors, and assigns and hold Executive harmless from any and all liabilities, obligations, expenses, fees, and costs (including attorney’s and professional fees) of every kind, nature, and description, which now exist or may exist now or hereafter with respect to Executive’s activities, duties, or responsibilities as Executive Chief Financial Officer of CALYPSO, or any subsequent position, or in relation to any of CALYPSO’s subsidiaries, affiliates, or related entities. Such indemnification and hold harmless benefits shall be payable by CALYPSO whenever incurred by Executive so long as such costs or expenses relate to or arise from such activities, duties, and responsibilities of Executive and shall not be in any way be dependent upon Executive’s employment with CALYPSO. When and If, Calypso has successful settlement and/or licensing with a minimum gross value before fees (Legal or Daic Party) of $2,500,000.00 (Two Million Five Hundred Thousand US Dollars), Calypso shall be required to purchase adequate directors/officers insurance, or other adequate insurance in an amount not less than $5 million insuring Calypso’s obligation as set forth in this Section 21. In the event Executive is made a party to a lawsuit or is involved in a legal proceeding in any manner (including by subpoena or as a witness), which relates directly or indirectly to Calypso or the Executive’s performance of his duties under this Agreement, in which Executive in his sole discretion believes that it is in his best interest to retain independent legal and other professional counsel, CALYPSO shall provide any and all necessary means to the independent . Calypso will pay for such legal counsel; including but not limited to the payment of retainer’s fees, professional fees, court fees, etc...

Indemnification and Hold Harmless Provision. CALYPSO hereby agrees to indemnify Executive, his heirs, successors, and assigns and hold Executive harmless from any and all liabilities, obligations, expenses, fees, and costs (including attorney’s and professional fees) of every kind, nature, and description, which now exist or may exist now or hereafter with respect to Executive’s activities, duties, or responsibilities as Executive Officer Vice President & General Counsel of CALYPSO, or any subsequent position, or in relation to any of CALYPSO’s subsidiaries, affiliates, or related entities. Such indemnification and hold harmless benefits shall be payable by CALYPSO whenever incurred by Executive so long as such costs or expenses relate to or arise from such activities, duties, and responsibilities of Executive and shall not be in any way be dependent upon Executive’s employment with CALYPSO. When and If, Calypso has successful settlement and/or licensing with a minimum gross value before fees (Legal or Daic Party) of $2,500,000.00 (Two Million Five Hundred Thousand US Dollars), Calypso shall be required to purchase adequate directors/officers insurance, or other adequate insurance in an amount not less than $5 million insuring Calypso’s obligation as set forth in this Section 21. In the event Executive is made a party to a lawsuit or is involved in a legal proceeding in any manner (including by subpoena or as a witness), which relates directly or indirectly to Calypso or the Executive’s performance of his duties under this Agreement, in which Executive in his sole discretion believes that it is in his best interest to retain independent legal and other professional counsel, CALYPSO shall provide any and all necessary means to the independent legal counsel; including but not limited to the payment of retainer’s fees, professional fees, court fees, etc...

Indemnification and Hold Harmless Provision. CALYPSO hereby agrees to indemnify Executive, his heirs, successors, and assigns and hold Executive harmless from any and all liabilities, obligations, expenses, fees, and costs (including attorney’s and professional fees) of every kind, nature, and description, which now exist or may exist now or hereafter with respect to Executive’s activities, duties, or responsibilities as Executive Officer of CALYPSO, or any subsequent position, or in relation to any of CALYPSO’s subsidiaries, affiliates, or related entities. Such indemnification and hold harmless benefits shall be payable by CALYPSO whenever incurred by Executive so long as such costs or expenses relate to or arise from such activities, duties, and responsibilities of Executive and shall not be in any way be dependent upon Executive’s employment with CALYPSO. When and If, Calypso has successful settlement and/or licensing with a minimum gross value before fees (Legal or Daic Party) of $2,500,000.00 (Two Million Five Hundred Thousand US Dollars), Calypso shall be required to purchase adequate directors/officers insurance, or other adequate insurance in an amount not less than $5 million insuring Calypso’s obligation as set forth in this Section 21. In the event Executive is made a party to a lawsuit or is involved in a legal proceeding in any manner (including by subpoena or as a witness), which relates directly or indirectly to Calypso or the Executive’s performance of his duties under this Agreement, in which Executive in his sole discretion believes that it is in his best interest to retain independent legal and other professional counsel, CALYPSO shall provide any and all necessary means to the independent legal counsel; including but not limited to the payment of retainer’s fees, professional fees, court fees, etc...

Indemnification and Hold Harmless Provision. CALYPSO hereby agrees to indemnify Executive, his heirs, successors, and assigns and hold Executive harmless from any and all liabilities, obligations, expenses, fees, and costs (including attorney’s and professional fees) of every kind, nature, and description, which now exist or may exist now or hereafter with respect to Executive’s activities, duties, or responsibilities as Executive Officer PRESIDENT & CEO of CALYPSO, or any subsequent position, or in relation to any of CALYPSO’s subsidiaries, affiliates, or related entities. Such indemnification and hold harmless benefits shall be payable by CALYPSO whenever incurred by Executive so long as such costs or expenses relate to or arise from such activities, duties, and responsibilities of Executive and shall not be in any way be dependent upon Executive’s employment with CALYPSO. When and If, Calypso has successful settlement and/or licensing with a minimum gross value before fees (Legal or Daic Party) of $2,500,000.00 (Two Million Five Hundred Thousand US Dollars), Calypso shall be required to purchase adequate directors/officers insurance, or other adequate insurance in an amount not less than $5 million insuring Calypso’s obligation as set forth in this Section 21. In the event Executive is made a party to a lawsuit or is involved in a legal proceeding in any manner (including by subpoena or as a witness), which relates directly or indirectly to Calypso or the Executive’s performance of his duties under this Agreement, in which Executive in his sole discretion believes that it is in his best interest to retain independent legal and other professional counsel, CALYPSO shall provide any and all necessary means to the independent legal counsel; including but not limited to the payment of retainer’s fees, professional fees, court fees, etc...

Indemnification and Hold Harmless Provision. CALYPSO hereby agrees to indemnify Executive, his heirs, successors, and assigns and hold Executive harmless from any and all liabilities, obligations, expenses, fees, and costs (including attorney’s and professional fees) of every kind, nature, and description, which now exist or may exist now or hereafter with respect to Executive’s activities, duties, or responsibilities as Interim President & Chief Executive Officer of CALYPSO, or any subsequent position, or in relation to any of CALYPSO’s subsidiaries, affiliates, or related entities. Such indemnification and hold harmless benefits shall be payable by CALYPSO whenever incurred by Executive so long as such costs or expenses relate to or arise from such activities, duties, and responsibilities of Executive and shall not be in any way be dependent upon Executive’s employment with CALYPSO. When and If, Calypso has successful settlement and/or licensing with a minimum gross value before fees (Legal or Daic Party) of $2,500,000.00 (Two Million Five Hundred Thousand US Dollars), Calypso shall be required to purchase adequate directors/officers insurance, or other adequate insurance in an amount not less than $5 million insuring Calypso’s obligation as set forth in this Section 21. In the event Executive is made a party to a lawsuit or is involved in a legal proceeding in any manner (including by subpoena or as a witness), which relates directly or indirectly to Calypso or the Executive’s performance of his duties under this Agreement, in which Executive in his sole discretion believes that it is in his best interest to retain independent legal and other professional counsel, CALYPSO shall provide any and all necessary means to the independent legal counsel; including but not limited to the payment of retainer’s fees, professional fees, court fees, etc...

Indemnification and Hold Harmless Provision. CALYPSO hereby agrees to indemnify Executive, his heirs, successors, and assigns and hold Executive harmless from any and all liabilities, obligations, expenses, fees, and costs (including attorney’s and professional fees) of every kind, nature, and description, which now exist or may exist now or hereafter with respect to Executive’s activities, duties, or responsibilities as Executive Officer CHIEF FINANCIAL OFFICER of CALYPSO, or any subsequent position, or in relation to any of CALYPSO’s subsidiaries, affiliates, or related entities. Such indemnification and hold harmless benefits shall be payable by CALYPSO whenever incurred by Executive so long as such costs or expenses relate to or arise from such activities, duties, and responsibilities of Executive and shall not be in any way be dependent upon Executive’s employment with CALYPSO. When and If, Calypso has successful settlement and/or licensing with a minimum gross value before fees (Legal or Daic Party) of $2,500,000.00 (Two Million Five Hundred Thousand US Dollars), Calypso shall be required to purchase adequate directors/officers insurance, or other adequate insurance in an amount not less than $5 million insuring Calypso’s obligation as set forth in this Section 21. In the event Executive is made a party to a lawsuit or is involved in a legal proceeding in any manner (including by subpoena or as a witness), which relates directly or indirectly to Calypso or the Executive’s performance of his duties under this Agreement, in which Executive in his sole discretion believes that it is in his best interest to retain independent legal and other professional counsel, CALYPSO shall provide any and all necessary means to the independent legal counsel; including but not limited to the payment of retainer’s fees, professional fees, court fees, etc...

Indemnification and Hold Harmless Provision. CALYPSO hereby agrees to indemnify Executive, his heirs, successors, and assigns and hold Executive harmless from any and all liabilities, obligations, expenses, fees, and costs (including attorney’s and professional fees) of every kind, nature, and description, which now exist or may exist now or hereafter with respect to Executive’s activities, duties, or responsibilities as Executive Officer of CALYPSO, or any subsequent position, or in relation to any of CALYPSO’s subsidiaries, affiliates, or related entities. Such indemnification and hold harmless benefits shall be payable by CALYPSO whenever incurred by Executive so long as such costs or expenses relate to or arise from such activities, duties, and responsibilities of Executive and shall not be in any way be dependent upon Executive’s employment with CALYPSO. When and If, Calypso has successful settlement and/or licensing with a minimum gross value before fees (Legal or Daic Party) of $2,500,000.00 (Two Million Five Hundred Thousand US Dollars), Calypso shall be required to purchase adequate directors/officers insurance, or other adequate insurance in an amount not less than $5 million insuring Calypso’s obligation as set forth in this Section 21. In the event Executive is made a party to a lawsuit or is involved in a legal proceeding in any manner (including by subpoena or as a witness), which relates directly or indirectly to Calypso or the Executive’s performance of his duties under this Agreement, in which Executive in his sole discretion believes that it is in his best interest to retain independent legal and other professional counsel, CALYPSO shall provide any and all necessary means to the independent legal counsel; including but not limited to the payment of retainer’s fees, professional fees, court fees, etc..

Indemnification and Hold Harmless Provision. CALYPSO hereby agrees to indemnify Executive, his heirs, successors, and assigns and hold Executive harmless from any and all liabilities, obligations, expenses, fees, and costs (including attorney’s and professional fees) of every kind, nature, and description, which now exist or may exist now or hereafter with respect to Executive’s activities, duties, or responsibilities as Executive Chief Financial Officer of CALYPSO, or any subsequent position, or in relation to any of CALYPSO’s subsidiaries, affiliates, or related entities. Such indemnification and hold harmless benefits shall be payable by CALYPSO whenever incurred by Executive so long as such costs or expenses relate to or arise from such activities, duties, and responsibilities of Executive and shall not be in any way be dependent upon Executive’s employment with CALYPSO. When and If, Calypso has successful settlement and/or licensing with a minimum gross value before fees (Legal or Daic Party) of $2,500,000.00 (Two Million Five Hundred Thousand US Dollars), Calypso shall be required to purchase adequate directors/officers insurance, or other adequate insurance in an amount not less than $5 million insuring Calypso’s obligation as set forth in this Section 21. In the event Executive is made a party to a lawsuit or is involved in a legal proceeding in any manner (including by subpoena or as a witness), which relates directly or indirectly to Calypso or the Executive’s performance of his duties under this Agreement, in which Executive in his sole discretion believes that it is in his best interest to retain independent legal and other professional counsel, CALYPSO shall provide any and all necessary means to the independent legal counsel; including but not limited to the payment of retainer’s fees, professional fees, court fees, etc...

Indemnification and Hold Harmless Provision. CALYPSO hereby agrees to indemnify Executive, his heirs, successors, and assigns and hold Executive harmless from any and all liabilities, obligations, expenses, fees, and costs (including attorney’s and professional fees) of every kind, nature, and description, which now exist or may exist now or hereafter with respect to Executive’s activities, duties, or responsibilities as President & Chief Executive Officer of CALYPSO, or any subsequent position, or in relation to any of CALYPSO’s subsidiaries, affiliates, or related entities. Such indemnification and hold harmless benefits shall be payable by CALYPSO whenever incurred by Executive so long as such costs or expenses relate to or arise from such activities, duties, and responsibilities of Executive and shall not be in any way be dependent upon Executive’s employment with CALYPSO. When and If, Calypso has successful settlement and/or licensing with a minimum gross value before fees (Legal or Daic Party) of $2,500,000.00 (Two Million Five Hundred Thousand US Dollars), Calypso shall be required to purchase adequate directors/officers insurance, or other adequate insurance in an amount not less than $5 million insuring Calypso’s obligation as set forth in this Section 21. In the event Executive is made a party to a lawsuit or is involved in a legal proceeding in any manner (including by subpoena or as a witness), which relates directly or indirectly to Calypso or the Executive’s performance of his duties under this Agreement, in which Executive in his sole discretion believes that it is in his best interest to retain independent legal and other professional counsel, CALYPSO shall provide any and all necessary means to the independent legal counsel; including but not limited to the payment of retainer’s fees, professional fees, court fees, etc...