Common use of Indemnification of Others Clause in Contracts

Indemnification of Others. The Corporation shall have the power, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware, to indemnify each of its employees and agents (other than directors and officers) against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the Corporation. For purposes of this Section 6.2, an “employee” or “agent” of the Corporation (other than a director or officer) includes any person (a) who is or was an employee or agent of the Corporation, (b) who is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (c) who was an employee or agent of a corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Blackhawk Biofuels, LLC), Limited Liability Company Agreement (Blackhawk Biofuels, LLC), Rights Agreement (Sunpower Corp)

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Indemnification of Others. The Corporation shall have the power, to the maximum extent and in the manner permitted by the Delaware General Corporation Law of DelawareLaw, to indemnify each of its employees and agents (other than directors and officers) against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the Corporation. For purposes of this Section 6.27.02, an “employee” or “agent” of the Corporation (other than a director or officer) includes any person (ai) who is or was an employee or agent of the Corporation, (bii) who is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ciii) who was an employee or agent of a corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (DSP Group Inc /De/), Agreement and Plan of Merger (DSP Group Inc /De/), Agreement and Plan of Merger (SYNAPTICS Inc)

Indemnification of Others. The Corporation corporation shall have the power, to the maximum extent and in the manner permitted by the Delaware General Corporation Law of DelawareLaw, to indemnify each of its employees and agents (other than directors and officers) against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the Corporationcorporation. For purposes of this Section 6.2, an “employee” or “agent” of the Corporation corporation (other than a director or officer) includes any person (a) who is or was an employee or agent of the Corporationcorporation, (b) who is or was serving at the request of the Corporation corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (c) who was an employee or agent of a corporation which was a predecessor corporation of the Corporation corporation or of another enterprise at the request of such predecessor corporation.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (AvidXchange Holdings, Inc.), www.orrick.com, media.orrick.com

Indemnification of Others. The Corporation corporation shall have the power, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware, to indemnify each of its employees and agents (other than directors and officers) against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the Corporationcorporation. For purposes of this Section 6.27.2, an “employee” or “agent” of the Corporation corporation (other than a director or officer) includes any person (a) who is or was an employee or agent of the Corporationcorporation, (b) who is or was serving at the request of the Corporation corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (c) who was an employee or agent of a corporation which was a predecessor corporation of the Corporation corporation or of another enterprise at the request of such predecessor corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (On Semiconductor Corp), Agreement and Plan of Merger (California Micro Devices Corp)

Indemnification of Others. The Corporation corporation shall have the power, to the maximum extent and in the manner permitted by the General Corporation Law of DelawareCode, to indemnify each of its employees employees, officers, and agents (other than directors and officersdirectors) against expenses (including attorneys’ fees)as defined in of all, judgments, fines, settlements settlements, and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an employee, officer, or agent of the Corporationcorporation. For purposes of this Section 6.2Article VI, an “employee” employee or “agent” officer or agent of the Corporation corporation (other than a director or officerdirector) includes any person (ai) who is or was an employee employee, officer, or agent of the Corporationcorporation, (bii) who is or was serving at the request of the Corporation corporation as an employee employee, officer, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or (ciii) who was an employee employee, officer, or agent of a corporation which was a predecessor corporation of the Corporation corporation or of another enterprise at the request of such predecessor corporation.

Appears in 2 contracts

Samples: Eagle Aero Holdings CORP, Eagle Aero Holdings CORP

Indemnification of Others. The Corporation shall have the power, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware, to indemnify each of its employees and agents (other than directors and officers) against expenses (including attorneys' fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the Corporation. For purposes of this Section 6.22, an "employee" or "agent" of the Corporation (other than a director or officer) includes any person (a) who is or was an employee or agent of the Corporation, (b) who is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (c) who was an employee or agent of a corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Radiologix Inc), Agreement and Plan of Merger (Primedex Health Systems Inc)

Indemnification of Others. The Corporation corporation shall have the power, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware, to indemnify each of its employees and agents (other than directors and officers) against expenses (including attorneys' fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the Corporationcorporation. For purposes of this Section 6.2, an "employee" or "agent" of the Corporation corporation (other than a director or officer) includes any person (a) who is or was an employee or agent of the Corporationcorporation, (b) who is or was serving at the request of the Corporation corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (c) who was an employee or agent of a corporation which was a predecessor corporation of the Corporation corporation or of another enterprise at the request of such predecessor corporation.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Chemdex Corp)

Indemnification of Others. The Corporation shall have the power, to the maximum extent and in the manner permitted by the Delaware General Corporation Law of DelawareLaw, to indemnify each of its employees and agents (other than directors and officers) against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the Corporation. For purposes of this Section 6.27.2, an “employee” or “agent” of the Corporation (other than a director or officer) includes any person (ai) who is or was an employee or agent of the Corporation, (bii) who is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ciii) who was an employee or agent of a corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Conceptus Inc)

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Indemnification of Others. The Corporation shall have the power, to the maximum extent and in the manner permitted by the General Corporation Law of DelawareDGCL, to indemnify each of its employees and agents (other than directors and officers) against expenses (including reasonable attorneys' fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an employee or agent of the Corporation. For purposes of this Section 6.2, an "employee" or "agent" of the Corporation (other than a director or officer) includes any person (ai) who is or was an employee or agent of the Corporation, (bii) who is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ciii) who was an employee or agent of a corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Instinet Group Inc)

Indemnification of Others. The Corporation corporation shall have the power, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware, to indemnify each of its employees and agents (other than directors and officers) against expenses (including attorneys' fees), judgments, fines, settlements settlements, and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the Corporationcorporation. For purposes of this Section 6.2, an "employee" or "agent" of the Corporation corporation (other than a director or officer) includes any person (ai) who is or was an employee or agent of the Corporationcorporation, (bii) who is or was serving at the request of the Corporation corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ciii) who was an employee or agent of a corporation which was a predecessor corporation of the Corporation corporation or of another enterprise at the request of such predecessor corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Proquest Co)

Indemnification of Others. The Corporation shall have the power, to the maximum extent and in the manner permitted by the General Corporation Law of DelawareDelaware Law, to indemnify each of its employees and agents (other than directors and officers) against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the Corporation. For purposes of this Section 6.26.02, an “employee” or “agent” of the Corporation (other than a director or officer) includes any person (a) who is or was an employee or agent of the Corporation, (b) who is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (c) who was an employee or agent of a corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Onvia Inc)

Indemnification of Others. The Corporation corporation shall have the power, to the maximum extent and in the manner permitted by the General New York Business Corporation Law of DelawareLaw, to indemnify each of its employees and agents (other than directors and officers) against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the Corporationcorporation. For purposes of this Section 6.2, an “employee” or “agent” of the Corporation corporation (other than a director or officer) includes any person (a) who is or was an employee or agent of the Corporationcorporation, (b) who is or was serving at the request of the Corporation corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (c) who was an employee or agent of a corporation which was a predecessor corporation of the Corporation corporation or of another enterprise at the request of such predecessor corporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alliance MMA, Inc.)

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