Common use of Indemnification of Others Clause in Contracts

Indemnification of Others. The corporation shall have the power, to the extent and in the manner permitted by the Code, to indemnify each of its employees and agents (other than directors and officers) against expenses (as defined in Section 317(a) of the Code), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding (as defined in Section 317(a) of the Code), arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Article 6, an "employee" or "agent" of the corporation (other than a director or officer) includes any person (i) who is or was an employee or agent of the corporation, (ii) 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 (iii) 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: Stock Purchase Agreement (Lightspan Partnership Inc), Stock Purchase Agreement (Lightspan Partnership Inc)

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Indemnification of Others. The corporation shall Corporation will have the power, to the maximum extent and in the manner permitted by the CodeGeneral Corporation Law of Delaware, to indemnify each of its employees and agents (other than present and former directors and officers, which is addressed in Section 6.1 of the these Bylaws) against all liability and loss suffered, and expenses (as defined in Section 317(aincluding without limitation attorneys’ fees) of the Code), judgments, fines, settlements, and other amounts actually and reasonably incurred by such person in connection with any proceeding (as defined in Section 317(a) of the Code)proceeding, arising by reason of the fact that such person is or was an employee or agent of the corporationCorporation. For purposes of this Article 6Section 6.2, an "employee" or "agent" of the corporation Corporation (other than a director or officer) includes any person (ia) who is or was an employee or agent of the corporation, Corporation; (iib) 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 (iiic) who was an employee or agent of a corporation which that 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 (Iac/Interactivecorp)

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Indemnification of Others. The corporation shall have the power, to the maximum extent and in the manner permitted by the CodeGeneral Corporation Law of Delaware as the same now exists or may hereafter be amended, to indemnify each of its employees and agents any person (other than directors and officers) against expenses (as defined in Section 317(a) of the Codeincluding attorneys' fees), judgments, fines, settlements, and other amounts paid in settlement actually and reasonably incurred in connection with any proceeding (as defined threatened, pending or completed action, suit, or proceeding, in Section 317(a) of the Code), arising which such person was or is a party or is threatened to be made a party by reason of the fact that such person is or was an employee or agent of the corporation. For purposes of this Article 6Section 6.2, an "employee" or "agent" of the corporation (other than a director or officer) includes shall mean any person (i) who is or was an employee or agent of the corporation, (ii) 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 (iii) 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: Recapitalization Agreement (Mapquest Com Inc)

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