Common use of Proceedings by or in the Right of the Company Clause in Contracts

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, shall determine that such indemnification may be made.

Appears in 4 contracts

Samples: 1 Agreement (Grand Union Co /De/), Indemnification Agreement (Avatex Corp), Consulting Agreement (Varlen Corp)

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Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company; PROVIDEDprovided, HOWEVERhowever, that, if applicable law so provides, no that indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, shall determine that such indemnification may be made.

Appears in 4 contracts

Samples: Indemnification Agreement (Entegris Inc), Indemnification Agreement (Mykrolis Corp), Agreement (FiberTower CORP)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Indemnitee’s Corporate Status, he Indemnitee is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him Indemnitee or on his behalf of Indemnitee in connection with such Proceeding if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; PROVIDEDprovided, HOWEVERhowever, that, if applicable law so provides, no that indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, shall determine that such indemnification may be made.

Appears in 4 contracts

Samples: Indemnification Agreement (Combinatorx, Inc), Indemnification Agreement (Dominos Pizza Inc), Indemnification Agreement (Combinatorx, Inc)

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this SectionSection 4, the Company shall indemnify the Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so provides. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company unless or if applicable law prohibits such indemnification; provided, however, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pendingpending determines that in view of all the circumstances, shall determine that the Indemnitee is reasonably and fairly entitled to such indemnification may be madeas such court deems proper.

Appears in 4 contracts

Samples: Indemnification Agreement (Pinnacle Gas Resources, Inc.), Form of Indemnification Agreement (Triumph Tools & Supply, L.L.C.), Agreement and Plan of Reorganization (United Refining Energy Corp)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 1(b) if, by reason of his Corporate Status, he Indemnitee is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this SectionSection 1(b), Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him Indemnitee, or on his behalf Indemnitee’s behalf, in connection with such Proceeding if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; PROVIDEDprovided, HOWEVER, thathowever, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company unless and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such the Proceeding shall have been was brought or is pending, shall determine that such indemnification may Indemnitee is fairly and reasonably entitled to indemnification. 1 NTD: Bracketed language to be madeincluded in form for Vista directors.

Appears in 3 contracts

Samples: Indemnification Agreement (Allvue Systems Holdings, Inc.), Indemnification Agreement (Cvent Holding Corp.), Indemnification Agreement (Dragoneer Growth Opportunities Corp. II)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 1(b) if, by reason of his Corporate Company Status, he the Indemnitee is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this SectionSection 1(b), Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him the Indemnitee, or on his behalf the Indemnitee's behalf, in connection with such Proceeding if he acted Proceeding, unless it has been finally adjudicated by a court of competent jurisdiction that, in connection with such specific claim, issue or matter, Indemnitee failed to act (i) in good faith and (ii) in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; PROVIDED, HOWEVERor, thatwith respect to any criminal Proceeding, if applicable law so providesIndemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful. Notwithstanding anything herein to the contrary, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, Delaware shall determine that such indemnification may be made.

Appears in 3 contracts

Samples: Indemnification Agreement (JetPay Corp), Securities Purchase Agreement (JetPay Corp), Indemnification Agreement (JetPay Corp)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 Agreement if, by reason of his Corporate Status, he is, was or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this SectionAgreement, subject to Section 26 hereof, Indemnitee shall be indemnified against all amounts paid in settlement and Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so provides. Notwithstanding the foregoing, no indemnification against such Expenses under this paragraph shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which Indemnitee such person shall have been adjudged to be liable to the Company Company, by a court of competent jurisdiction and subject to no further appeal, unless and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought, was brought or is pending, shall determine determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such indemnification may be madeportion of the settlement amount and Expenses as the court deems proper.

Appears in 3 contracts

Samples: Indemnification Agreement (Nuvve Holding Corp.), Indemnification Agreement (PAVmed Inc.), Indemnification Agreement (Lucid Diagnostics Inc.)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 1(b) if, by reason of his Indemnitee’s Corporate Status, he Indemnitee is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this SectionSection 1(b), Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him Indemnitee, or on his behalf Indemnitee’s behalf, in connection with such Proceeding if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best 1 NTD: Bracketed language to be included in form for Vista directors. interests of the Company; PROVIDEDprovided, HOWEVER, thathowever, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company unless and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such the Proceeding was brought shall have been brought or determine, upon application that, despite the adjudication of liability but in view of all the circumstances of the case, that Indemnitee is pending, shall determine that such indemnification may be madefairly and reasonably entitled to indemnification.

Appears in 3 contracts

Samples: Indemnification Agreement (iCIMS Holding LLC), Indemnification Agreement (Datto Holding Corp.), Indemnification Agreement (iCIMS Holding LLC)

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 5 if, by reason of his Corporate Statusher status as a director of Cameron, he she is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this SectionSection 5, the Company shall indemnify the Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him her or on his her behalf in connection with such Proceeding if he she acted in good faith and in a manner he she reasonably believed to be in in, or not opposed to the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so provides. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company unless or if applicable law prohibits such indemnification, provided, however, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, shall determine that such indemnification may be madeso determine.

Appears in 3 contracts

Samples: Indemnification and Waiver Agreement (Cameron International Corp), Indemnification and Waiver Agreement (Cameron International Corp), Indemnification and Waiver Agreement (Cameron International Corp)

Proceedings by or in the Right of the Company. Indemnitee Indemnified Party shall be entitled to the indemnification rights of indemnification provided in this Section 4 3, if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this SectionSection 3, Indemnitee Indemnified Party shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in in, or not opposed to to, the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so provides. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee Indemnified Party shall have been adjudged to be liable to the Company unless if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company, despite such adjudication of liability, if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding Proceedings shall have been brought or is pending, shall determine that such indemnification may be madedetermine.

Appears in 3 contracts

Samples: Agreement (COMMERCIAL METALS Co), Agreement (COMMERCIAL METALS Co), Indemnification Agreement (Commercial Metals Co)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 2(b) if, by reason of his Indemnitee’s Corporate Status, he Indemnitee is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this SectionSection 2(b), Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him Indemnitee, or on his behalf Indemnitee’s behalf, in connection with such Proceeding or any claim, issue, or matter therein if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; PROVIDEDprovided, HOWEVER, thathowever, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue issue, or matter in such Proceeding as to which Indemnitee shall have been finally adjudged to be liable to the Company unless and only to the extent that the Court of Chancery of the State of Delaware, Delaware or the any court in which such Proceeding shall have been was brought or is pending, shall determine upon application that such indemnification may be made, despite the adjudication of liability.

Appears in 3 contracts

Samples: Form of Director Indemnification Agreement (Advanced Energy Industries Inc), Indemnification Agreement (TTM Technologies Inc), Indemnification Agreement (TTM Technologies Inc)

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 1(b) if, by reason of his Corporate Status, he the Indemnitee is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this SectionSection 1(b), the Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him him, or on his behalf behalf, in connection with such Proceeding or any claim, issue or matter therein, if he the Indemnitee acted in good faith and in a manner he the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; PROVIDEDprovided, HOWEVER, thathowever, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought was brought, or is pendingany other court of competent jurisdiction, shall determine that upon application that, despite such indemnification may be madeadjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

Appears in 3 contracts

Samples: Indemnification Agreement (SkyPeople Fruit Juice, Inc), Indemnification Agreement (SkyPeople Fruit Juice, Inc), Indemnification Agreement (SkyPeople Fruit Juice, Inc)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 5 if, by reason of his or her Corporate Status, he or she is, or is threatened to be made, a party to or a participant in any threatened, pending pending, or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this SectionSection 5, Indemnitee shall be indemnified against all Expenses (including all interestand, assessments and other charges to the extent permitted by applicable law, amounts paid or payable in connection with or in respect of such Expenses) settlement actually and reasonably incurred by him or her on his or her behalf in connection with such Proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company; PROVIDED. Notwithstanding the preceding provisions of this Section 5, HOWEVERit is the intention of the parties hereto that Indemnitee shall be indemnified to the full extent authorized or permitted by Delaware law and, thattherefore, if applicable to the extent Delaware law so providesshall permit broader contractual indemnification, this contract shall be deemed amended to incorporate such broader indemnification. Notwithstanding the foregoing provisions of this Section 5, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company; provided, however, that indemnification against Expenses shall nevertheless be made by the Company unless and in such event to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, shall determine that such indemnification may be madedetermine.

Appears in 3 contracts

Samples: ’s Wholesale (BJ's Wholesale Club Holdings, Inc.), ’s Wholesale (BJ's Wholesale Club Holdings, Inc.), ’s Wholesale (BJ's Wholesale Club Holdings, Inc.)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification to the maximum extent not prohibited by law provided in this Section 4 4.03 if, by reason of his Indemnitee’s Corporate Status, he Indemnitee is, or is threatened to be made, a party to or a participant is otherwise involved in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this SectionSection 4.03, Indemnitee shall be indemnified to the maximum extent permitted by applicable law against all Expenses (including all interestExpenses, assessments judgments, penalties, and other charges amounts paid in defense or payable in connection with or in respect of such Expenses) settlement, actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if he Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to Good Faith. Notwithstanding the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so providesforegoing, no such indemnification against such for Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged to be liable to the Company unless and only to the extent that the Court in which the Proceeding was brought shall determine upon application that, despite the adjudication of Chancery liability, but in view of all the circumstances of the State of Delawarecase, or the court in which such Proceeding shall have been brought or Indemnitee is pending, shall determine that such indemnification may be madefairly and reasonably entitled to indemnification.

Appears in 3 contracts

Samples: Form of Indemnification Agreement (Transwitch Corp /De), Indemnification Agreement (Hologic Inc), Indemnification Agreement (Transwitch Corp /De)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 4.03 if, by reason of his Indemnitee’s Corporate Status, he Indemnitee was or is, or was or is threatened to be made, a party to or a participant (as a witness or otherwise) or otherwise involved in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against all Expenses and Losses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) Expenses or Losses), actually and reasonably paid or incurred by him Indemnitee or on his Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if he Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to Good Faith. Notwithstanding the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so providesforegoing, no such indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged to be liable to the Company unless if applicable law prohibits such indemnification; provided, however that, if applicable law so permits, indemnification shall nevertheless be made by the Company in such event if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, shall determine that such indemnification may be madedetermine.

Appears in 3 contracts

Samples: Form of Indemnification Agreement (Colgate Palmolive Co), Indemnification Agreement (Colgate Palmolive Co), Indemnification Agreement (Colgate Palmolive Co)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled To the extent permitted by applicable law and subject to the rights of indemnification provided exceptions set forth in this Section 4 ifbelow, by reason of his Corporate Status, he is, if Indemnitee was or is a party or is threatened to be made, made a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Sectionfavor by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf in connection with such Proceeding if he Indemnitee (i) is not liable under Section 78.138, or (ii) acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company; PROVIDEDprovided, HOWEVERhowever, that, that if applicable law so providesprohibits such indemnification, no indemnification against such Expenses expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, pending shall determine that such indemnification may be made.

Appears in 3 contracts

Samples: Indemnification Agreement (Medistem Laboratories, Inc.), Indemnification Agreement (Medistem Laboratories, Inc.), Indemnification Agreement (Medistem Laboratories, Inc.)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Indemnitee’s Company Status, he Indemnitee is, or is threatened to be made, a party to or a participant in any threatened, pending threatened proceeding or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him Indemnitee or on his behalf of Indemnitee in connection with any such Proceeding if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so provides. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in any such Proceeding proceeding as to which Indemnitee shall have been adjudged to be liable to the Company if applicable law prohibits such indemnification unless and to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, shall determine that such indemnification against Expenses may nevertheless be mademade by the Company.

Appears in 3 contracts

Samples: Indemnification Agreement (Drew Industries Inc), Indemnification Agreement (DREW INDUSTRIES Inc), Indemnification Agreement (Drew Industries Inc)

Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee shall be entitled to in accordance with the rights provisions of indemnification provided in this Section 4 1(b) if, by reason of his Indemnitee’s Corporate Status, he Indemnitee is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this SectionSection 1(b), the Company shall indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him Indemnitee, or on his behalf Indemnitee’s behalf, in connection with such Proceeding or any claim, issue or matter therein, if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so provides, no . No indemnification against such for Expenses shall be made under this Section 1(b) in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company Company, unless and only to the extent that the Court of Chancery of the State of Delaware, Delaware or the any court in which such the Proceeding shall have been was brought or is pending, shall determine that such indemnification may be madeupon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

Appears in 2 contracts

Samples: Indemnification Agreement (Kinemed Inc), Indemnification Agreement (Five Prime Therapeutics Inc)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Indemnitee's Corporate Status, he Indemnitee is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him Indemnitee or on his behalf of Indemnitee in connection with such Proceeding if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; PROVIDEDprovided, HOWEVERhowever, that, if applicable law so provides, no that indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, shall determine that such indemnification may be made.

Appears in 2 contracts

Samples: Indemnification Agreement (Sirtris Pharmaceuticals, Inc.), Form of Indemnification Agreement (Combinatorx, Inc)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 Agreement if, by reason of his Corporate Status, he is, was or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this SectionAgreement, Indemnitee shall be indemnified against all amounts paid in settlement and Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so provides. Notwithstanding the foregoing, no indemnification against such Expenses under this paragraph shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which Indemnitee such person shall have been adjudged to be liable to the Company Company, unless and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought, was brought or is pending, shall determine determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such indemnification may be madeportion of the settlement amount and Expenses as the court deems proper.

Appears in 2 contracts

Samples: Indemnification Agreement (Cpi Aerostructures Inc), Indemnification Agreement (Yacht Finders, Inc.)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled To the extent permitted by applicable law and subject to the rights of indemnification provided exceptions set forth in this Section 4 ifbelow, by reason of his Corporate Status, he is, if Indemnitee was or is a party or is threatened to be made, made a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Sectionfavor by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf in connection with such Proceeding if he Indemnitee (i) is not liable under Section 78.138, or (ii) acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company; PROVIDEDprovided, HOWEVERhowever, that, if applicable law so providesprohibits such indemnification, no indemnification against such Expenses expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, pending shall determine that such indemnification may be made.

Appears in 2 contracts

Samples: Indemnification Agreement (Brownshire Holdings, Inc.), Indemnification Agreement (Brownshire Holdings, Inc.)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 1(b) if, by reason of his Corporate Status, he the Indemnitee is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this SectionSection 1(b), Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him the Indemnitee, or on his behalf the Indemnitee’s behalf, in connection with such Proceeding if he the Indemnitee acted in good faith and in a manner he the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; PROVIDEDprovided, HOWEVER, thathowever, if applicable law so provides, no indemnification against such Expenses shall be made (i) in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware, or the court in which such the Proceeding shall have been brought is or is pending, was pending shall determine that such indemnification may be made; (ii) of amounts paid in settling or otherwise disposing of a pending action without court approval; and (iii) of Expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval.

Appears in 2 contracts

Samples: Indemnification Agreement (National Technical Systems Inc /Ca/), Securities Purchase Agreement (National Technical Systems Inc /Ca/)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 1 if, by reason of his Corporate Indemnitee’s Company Status, he isIndemnitee is made, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this SectionSection 1(b), Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf in connection with such Proceeding or any claim, issue, or matter therein if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; PROVIDEDprovided, HOWEVER, thathowever, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged to be liable to the Company unless and only to the extent that the Court of Chancery of the State of Delaware, Delaware or the any court in which such Proceeding shall have been was brought or is pending, shall determine upon application that such indemnification may be made, despite the adjudication of liability.

Appears in 2 contracts

Samples: Indemnification Agreement (American Hospitality Properties REIT II, Inc.), Indemnification Agreement (American Hospitality Properties REIT II, Inc.)

Proceedings by or in the Right of the Company. (a) Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 4.03 if, by reason of his Indemnitee's Corporate Status, he Indemnitee is, or is threatened to be made, a party to or a participant is otherwise involved in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against all Expenses (including all interestExpenses, assessments judgments, penalties, and other charges amounts paid or payable in connection with or in respect of such Expenses) settlement, actually and reasonably incurred by him Indemnitee or on his Indemnitee's behalf in connection with such Proceeding if he Indemnitee acted in good faith Good Faith and in a manner he reasonably believed such Indemnitee has not been adjudged during the course of such Proceeding to be in have derived an Improper Personal Benefit from the transaction or not opposed to occurrence forming the best interests basis of such Proceeding. Notwithstanding the Company; PROVIDED, HOWEVER, that, if applicable law so providesforegoing, no such indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification shall nevertheless be made by the Company in such event if and only to the extent that the Court of Chancery of which is considering the State of Delaware, or the court in which such Proceeding matter shall have been brought or is pending, shall determine that such indemnification may be madeso determine.

Appears in 2 contracts

Samples: Indemnification and Founders Agreement (Aerobic Creations, Inc.), Director and Founders Agreement (Aerobic Creations, Inc.)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 4(c) if, by reason of his Indemnitee’s Corporate Status, he is, Indemnitee is or is threatened to be made, made a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against all Expenses (including all interestExpenses, assessments judgments, penalties and other charges amounts paid or payable in connection with or in respect of such Expenses) settlement, actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf in connection with such Proceeding if he Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to Good Faith. Notwithstanding the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so providesforegoing, no such indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification shall nevertheless be made by the Company in such event if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, shall determine that such indemnification may be madedetermine.

Appears in 2 contracts

Samples: Indemnification Agreement (Restore Medical, Inc.), Indemnification Agreement (EnteroMedics Inc)

Proceedings by or in the Right of the Company. Indemnitee The Company shall be entitled indemnify Indemnitee, to the rights of indemnification provided in this Section 4 fullest extent permitted by law, if, by reason of his Corporate Status, he isor by reason of any action alleged to have been taken or omitted on the part of Indemnitee while serving in such capacity, Indemnitee was or is a party or is threatened to be made, made a party to or is otherwise involved in (e.g. as a participant in witness) any threatened, pending or completed Proceeding brought by or in the right of the Company or any Subsidiary to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against all Expenses (Expenses, and, to the extent permitted by law, amounts paid in settlement, including without limitation all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) the foregoing, actually and reasonably incurred by him Indemnitee or on his behalf in connection with such Proceeding if he or any claim, issue or matter therein, provided Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; PROVIDEDCompany or such Subsidiary, HOWEVER, except that, if applicable law so provides, no such indemnification against such Expenses shall be made under this Section 2(b) in respect of any Proceeding, claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged finally adjudicated by court orders or judgment to be liable to the Company or such Subsidiary, unless and only to the extent that the Delaware Court of Chancery of the State of Delaware, or the any other court in which such Proceeding shall have been is or was brought or is pending, shall determine that upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such indemnification may be madereasonable Expenses and other amounts as the Court of Chancery or other such court shall deem proper.

Appears in 2 contracts

Samples: Indemnification Agreement (Global Secure Corp.), Indemnification Agreement (Visicu Inc)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 Agreement if, by reason of his Indemnitee’s Corporate Status, he is, Indemnitee was or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this SectionAgreement, subject to Section 26 hereof, Indemnitee shall be indemnified against all amounts paid in settlement and Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf in connection with the defense or settlement of any such Proceeding if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so provides. Notwithstanding the foregoing, no indemnification against such Expenses under this paragraph shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which Indemnitee such person shall have been adjudged to be liable to the Company Company, unless and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought, was brought or is pending, shall determine determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such indemnification may be madeportion of the settlement amount and Expenses as the court deems proper.

Appears in 2 contracts

Samples: Indemnification Agreement (Northern Genesis Acquisition Corp. III), Form of Indemnification Agreement (Northern Genesis Acquisition Corp. III)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 1(b) if, by reason of his the Indemnitee’s Corporate Status, he the Indemnitee is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this SectionSection 1(b), Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him the Indemnitee, or on his behalf the Indemnitee’s behalf, in connection with such Proceeding if he the Indemnitee acted in good faith and in a manner he the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; PROVIDEDprovided, HOWEVER, that, if applicable law so provideshowever, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware, Delaware or the court in which such Proceeding shall have been was brought or is pending, shall determine that upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such indemnification may be madeperson is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Appears in 2 contracts

Samples: Indemnification Agreement (Allegro Microsystems Inc), Indemnification Agreement (Aziyo Biologics, Inc.)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, was or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against all Expenses and amounts paid in settlement (including all interestsuch settlement amounts not to exceed, assessments and other charges paid or payable in connection with or in respect the judgment of such Expensesthe Board, the estimated expense of litigating the Proceeding to conclusion) actually and reasonably incurred by him or on his behalf in connection with any such Proceeding if he or she acted in good faith and in a manner he reasonably believed to be in absent his or not opposed to her fraud or willful default. Notwithstanding the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so providesforegoing, no indemnification against such Expenses or amounts paid in settlement shall be made in respect of any claim, issue or matter in any such Proceeding as to which Indemnitee shall have has been adjudged to be liable to the Company if applicable law prohibits such indemnification unless and to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought, was brought or is pending, shall determine that such indemnification against Expenses or amounts paid in settlement may nevertheless be mademade by the Company.

Appears in 2 contracts

Samples: Indemnification Agreement (Tecnoglass Inc.), Indemnification Agreement (Asia Entertainment & Resources Ltd.)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Indemnitee’s Corporate Status, he Indemnitee is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this SectionSection 4, Indemnitee shall be indemnified against with respect to, and held harmless from and against, all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him Indemnitee or on his behalf of Indemnitee in connection with such Proceeding if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Company; PROVIDEDprovided, HOWEVERhowever, that, if applicable law so provides, no that indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless if, and only to the extent that that, the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, shall determine that such indemnification may be made.

Appears in 2 contracts

Samples: Indemnification Agreement (Biogen Idec Inc.), Indemnification Agreement (Biogen Idec Inc.)

Proceedings by or in the Right of the Company. In the event that the Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he iswas or is a party, or is threatened to be mademade a party, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant favor by reason of the fact that the Indemnitee is or was a Representative of the Company or is or was serving at the request of the Company as a Representative of another Enterprise, the Company shall indemnify the Indemnitee, to this Sectionthe fullest extent provided by law, Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) Resolution Amounts actually and reasonably incurred by him or on his behalf the Indemnitee in connection with such Proceeding if he a Proceeding, so long as the Indemnitee acted in good faith and in a manner he the Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so provides, no indemnification against such Expenses . Indemnification shall not be made under this section in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have has been adjudged to be liable to the Company Company, unless and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been the action was brought or determines that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is pending, shall determine fairly and reasonably entitled to indemnity for the amounts that such indemnification may be madecourt or another court of competent jurisdiction deems proper.

Appears in 2 contracts

Samples: Indemnification Agreement (Pep Boys Manny Moe & Jack), Indemnification Agreement (Pep Boys Manny Moe & Jack)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this SectionSection 4, Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so provides. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless if applicable law prohibits such indemnification; provided, however, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, shall determine that such indemnification may be madedetermine.

Appears in 2 contracts

Samples: Indemnification Agreement (Coterra Energy Inc.), Indemnification Agreement (Cabot Oil & Gas Corp)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 1(b) if, by reason of his or her Corporate Status, he Indemnitee is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this SectionSection 1(b), the Company shall indemnify Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges amounts paid or payable in connection with or in respect of such Expenses) settlement actually and reasonably incurred by him Indemnitee, or on his behalf Indemnitee’s behalf, in connection with such Proceeding or any claim, issue or matters therein, if he Indemnitee either (i) is not liable pursuant to NRS 78.138 or (ii) acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; PROVIDEDCompany; provided, HOWEVER, thathowever, if applicable law so provides, no indemnification against such Expenses or other amounts shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such the Proceeding shall have been was brought or is pending, other court of competent jurisdiction shall determine that in view of all the circumstances in the case, Indemnitee is fairly and reasonably entitled to indemnity for such indemnification may be madeexpenses as the court deems proper.

Appears in 2 contracts

Samples: Form of Indemnification Agreement (Vertex Energy Inc.), Form of Indemnification Agreement (New Duke Holdco, Inc.)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 Agreement if, by reason of his Indemnitee’s Corporate Status, he is, Indemnitee was or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this SectionAgreement, subject to Section 28 hereof, Indemnitee shall be indemnified against all amounts paid in settlement and Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf in connection with the defense or settlement of any such Proceeding if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so provides. Notwithstanding the foregoing, no indemnification against such Expenses under this paragraph shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which Indemnitee such person shall have been adjudged to be liable to the Company Company, by a court of competent jurisdiction and subject to no further appeal, unless and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought, was brought or is pending, shall determine determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such indemnification may be madeportion of the settlement amount and Expenses as the court deems proper.

Appears in 2 contracts

Samples: Indemnification Agreement (Bowen Acquisition Corp), Indemnification Agreement (Bowen Acquisition Corp)

Proceedings by or in the Right of the Company. Indemnitee shall will be entitled to the rights of indemnification provided in this Section 4 provides if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this SectionSection 4, the Company will indemnify Indemnitee shall be indemnified against against, and will hold Indemnitee harmless from and in respect of, all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him or on his behalf in connection with such that Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company; PROVIDEDprovided, HOWEVERhowever, that, if applicable law so provides, that no indemnification against such those Expenses shall will be made in respect of any claim, issue or matter in such that Proceeding as to which Indemnitee shall have has been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of DelawareChancery, or the court in which such that Proceeding shall have has been brought or is pending, shall determine determines that such indemnification may be madedespite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

Appears in 2 contracts

Samples: Indemnification Agreement (Us Concrete Inc), Indemnification Agreement (Us Concrete Inc)

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he was, is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this SectionSection 4, the Company shall indemnify the Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so provides. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company or if applicable law prohibits such indemnification unless and only to the extent that the Court of Chancery of the State of Delaware, Delaware or the court in which such Proceeding shall have been was brought or is pending, shall determine that upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such indemnification may be madeexpenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

Appears in 2 contracts

Samples: Director Indemnification Agreement (Fresh Market, Inc.), Director Indemnification Agreement (Fresh Market, Inc.)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in Section 2 and this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this SectionSection 4, the Company shall indemnify Indemnitee against, and shall be indemnified against hold Indemnitee harmless from and in respect of, all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him or on his behalf in connection with with, and any amounts paid in settlement of, such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so provides. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless if applicable law prohibits such indemnification; PROVIDED, HOWEVER, if applicable law so permits, indemnification against such Expenses shall nevertheless be made by the Company in such event if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, shall determine that such indemnification may be madedetermine.

Appears in 2 contracts

Samples: Indemnification Agreement (Infohighway Communications Corp), Indemnification Agreement (Oei International Inc)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 Agreement if, by reason of his Indemnitee’s Corporate Status, he is, Indemnitee was or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this SectionAgreement, subject to Section 26 hereof, Indemnitee shall be indemnified against all amounts paid in settlement and Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him Indemnitee or on his behalf of Indemnitee in connection with the defense or settlement of any such Proceeding if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so provides. Notwithstanding the foregoing, no indemnification against such Expenses under this Section shall be made in respect of (i) a threatened or pending Proceeding which is settled or otherwise disposed of or (ii) any claim, issue or matter in such Proceeding as to which Indemnitee such person shall have been adjudged to be liable to the Company Company, unless and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought, was brought or is pending, shall determine determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such indemnification may be madeportion of the settlement amount and Expenses as the court deems proper.

Appears in 2 contracts

Samples: Indemnification Agreement (Adit EdTech Acquisition Corp.), Indemnification Agreement (Adit EdTech Acquisition Corp.)

Proceedings by or in the Right of the Company. Indemnitee The Indemnified Party shall be entitled to the indemnification rights of indemnification provided in this Section 4 2, if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this SectionSection 2, Indemnitee the Indemnified Party shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) to the extent actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in in, or not opposed to to, the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so provides. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee the Indemnified Party shall have been adjudged to be liable to the Company unless if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company, despite such adjudication of liability, if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding Proceedings shall have been brought or is pending, shall determine that such indemnification may be madedetermine.

Appears in 2 contracts

Samples: Indemnification Agreement (Banctec Inc), Indemnification Agreement (Banctec Inc)

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he was, is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this SectionSection 4, the Company shall indemnify the Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so provides. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company unless or if applicable law prohibits such indemnification; provided, however, that, in such event, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company if and to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, pending shall determine that that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such indemnification may be madeexpenses.

Appears in 2 contracts

Samples: Form of Indemnification Agreement (New GulfMark Offshore, Inc.), Form of Indemnification Agreement (Gulfmark Offshore Inc)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 4.03 if, by reason of his Indemnitee’s Corporate Status, he Indemnitee was or is, or is threatened to be made, a party to or a participant is otherwise involved in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if he Indemnitee acted in good faith and in a manner he reasonably believed to be in or Good Faith (provided that the foregoing limitation shall not opposed limit Indemnitee’s right to the best interests advancement of Expenses under Article V of this Agreement). Notwithstanding the Company; PROVIDED, HOWEVER, that, if applicable law so providesforegoing, no such indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company unless and only to the extent that the Court of Chancery of the State of Delaware, Delaware or the court in which such Proceeding shall have been action or suit was brought or is pending, shall determine that upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such indemnification may be madeperson is fairly and reasonably entitled to indemnity for such Expenses which the Court of Chancery of the State Delaware or such other court shall deem proper.

Appears in 2 contracts

Samples: Indemnification Agreement (Snap Interactive, Inc), Indemnification Agreement (Welsbach Technology Metals Acquisition Corp.)

Proceedings by or in the Right of the Company. Indemnitee shall be --------------------------------------------- entitled to the indemnification rights of indemnification provided in this Section 4 3, if, by reason of his Corporate Status, he is, or is threatened to be made, a party to to, or a participant otherwise incurs Expenses in connection with, any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this SectionSection 3, Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in in, or not opposed to to, the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so provides. Notwithstanding the forgoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company despite such adjudication of liability, if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, shall determine that such indemnification may be made.determine. Exhibit A Executive Employment Agreement Xxxxxxx X. Xxxxxxxx

Appears in 1 contract

Samples: Executive Employment Agreement (Halliburton Co)

Proceedings by or in the Right of the Company. Indemnitee shall be --------------------------------------------- entitled to the rights of indemnification provided in this Section 4 5 if, by reason of his Corporate Status, he or she was, is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this SectionSection 5, Indemnitee shall be indemnified against all Expenses (including all interestand, assessments and other charges to the extent permitted by applicable law, amounts paid or payable in connection with or in respect of such Expenses) settlement actually and reasonably incurred by him or her or on his or her behalf in connection with such Proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so provides. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company; provided however, that indemnification against Expenses shall nevertheless be made by the Company unless and in such event to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, shall determine that such indemnification may be madedetermine.

Appears in 1 contract

Samples: Indemnification Agreement (Verisign Inc/Ca)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 2 if, by reason of his Indemnitee’s Corporate Status, he Indemnitee is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this SectionSection 2(b), Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him Indemnitee, or on his behalf Indemnitee’s behalf, in connection with such Proceeding or any claim, issue, or matter therein if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; PROVIDEDprovided, HOWEVER, thathowever, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue issue, or matter in such Proceeding as to which Indemnitee shall have been finally adjudged to be liable to the Company unless and only to the extent that the Court of Chancery of the State of Delaware, Delaware or the any court in which such Proceeding shall have been was brought or is pending, shall determine upon application that such indemnification may be made, despite the adjudication of liability.

Appears in 1 contract

Samples: Indemnification Agreement (Roadrunner Transportation Systems, Inc.)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 2(b) if, by reason of his or her Corporate Status, he Indemnitee is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this SectionSection 2(b), the Company shall indemnify Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges amounts paid or payable in connection with or in respect of such Expenses) settlement actually and reasonably incurred by him Indemnitee, or on his behalf Indemnitee’s behalf, in connection with such Proceeding or any claim, issue or matters therein, if he Indemnitee either (i) is not liable pursuant to NRS 78.138, or (ii) acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; PROVIDEDprovided, HOWEVER, thathowever, if applicable law so provides, no indemnification against such Expenses or other amounts shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such the Proceeding shall have been was brought or is pending, other court of competent jurisdiction shall determine that in view of all the circumstances in the case, Indemnitee is fairly and reasonably entitled to indemnity for such indemnification may be madeexpenses as the court deems proper.

Appears in 1 contract

Samples: Indemnification Agreement (Mesa Air Group Inc)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 4.3 if, by reason of his Indemnitee’s Corporate Status, he Indemnitee is, or is threatened to be made, a party to or a participant is otherwise involved in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against all Expenses (including all interestExpenses, assessments judgments, penalties, fines and other charges amounts paid or payable in connection with or in respect of such Expenses) settlement, actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf in connection with such Proceeding if he Indemnitee acted in good faith Good Faith and in a manner he reasonably believed such Indemnitee has not been adjudged during the course of such Proceeding to be in have derived an Improper Personal Benefit from the transaction or not opposed to occurrence forming the best interests basis of such Proceeding. Notwithstanding the Company; PROVIDED, HOWEVER, that, if applicable law so providesforegoing, no such indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification shall nevertheless be made by the Company in such event if and only to the extent that the Court of Chancery of which is considering the State of Delaware, or the court in which such Proceeding matter shall have been brought or is pending, shall determine that such indemnification may be madeso determine.

Appears in 1 contract

Samples: Indemnification Agreement (Sinohub, Inc.)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him or on his behalf in connection with with, and any amounts paid in settlement of, such Proceeding if (a) he is not liable pursuant to NRS 78.138, or (b) he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company; PROVIDEDprovided, HOWEVERhowever, that, only if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged by a court of competent jurisdiction after exhaustion of all appeals to be liable to the Company or for amounts paid in settlement to the Company unless and to the extent that the Court of Chancery of the State of Delawarea court having jurisdiction over Indemnitee and Company in an action filed by either concerning this Agreement, or the court in which such Proceeding shall have been brought or is pending, shall determine that in view of all the circumstances of the case he is fairly and reasonably entitled to indemnity for such indemnification may be madeExpenses.

Appears in 1 contract

Samples: Indemnification Agreement (Omega Protein Corp)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 2(b) if, by reason of his Indemnitee’s Corporate StatusStatus or otherwise, he Indemnitee is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this SectionSection 2(b), Indemnitee shall be indemnified against all Expenses (including all interestExpenses, assessments judgments, penalties, fines, excise taxes and other charges amounts paid or payable to be paid in connection with or settlement (if such settlement is approved in respect of such Expensesadvance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by him Indemnitee, or on his behalf Indemnitee’s behalf, in connection with such Proceeding if he acted or any claim, issue or matter therein until such time as it has been determined in accordance with Section 7 or 8 that Indemnitee (i) did not act in good faith and did not act in a manner he reasonably Indemnitee not unreasonably believed to be in or not opposed to the best interests of the Company, or (ii) did not have a reasonable cause to believe Indemnitee’s conduct was lawful; PROVIDEDprovided, HOWEVER, thathowever, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which it shall be finally determined (under the procedures, and subject to the presumptions, set forth in Section 7 and Section 8 hereof), that Indemnitee shall have been adjudged to be is liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, Delaware shall determine that such indemnification may be made.

Appears in 1 contract

Samples: Indemnification Agreement (Acacia Research Corp)

Proceedings by or in the Right of the Company. If Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 ifwas, by reason of his Corporate Statusis or becomes a party to, he isor witness or other participant in, or is threatened to be made, made a party to to, or a witness or other participant in in, any threatened, pending or completed Proceeding brought by or in the right of the Company, by reason of, or in connection with, his Corporate Status, or by reason of alleged action or inaction by him in such capacity, then the Company shall, subject to procure a judgment the limitations set forth in its favor. Pursuant to this SectionSection 4.6 below, hold harmless and indemnify Indemnitee shall be indemnified against any and all Liabilities and Expenses (including all interest, assessments and other charges paid actually incurred by or payable for him in connection with the Proceeding, unless it is established pursuant to this Agreement that the act(s) or in respect omission(s) of such Expenses) actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed Indemnitee giving rise to the best interests of the CompanyProceeding were not Good Faith Act(s) or Omission(s); PROVIDED, HOWEVER, that, if applicable law so provides, except that no indemnification against such Expenses under this Section 4.3 shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company Company, unless and to the extent that the Court a court of Chancery of the State of Delawareappropriate jurisdiction (including, or but not limited to, the court in which such Proceeding shall have been brought or is pending, was brought) shall determine that upon application that, despite the adjudication of liability but in view of all the circumstances of the case, regardless of whether Indemnitee's act(s) or omission(s) were found to be a Good Faith Act(s) or Omission(s), Indemnitee is fairly and reasonably entitled to indemnification for such indemnification may be madeExpenses which such court shall deem proper.

Appears in 1 contract

Samples: Indemnification Agreement (Capital Growth Systems Inc /Fl/)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 1(b) if, by reason of his Indemnitee’s Corporate Status, he Indemnitee is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this SectionSection 1(b), Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him Indemnitee, or on his behalf Indemnitee’s behalf, in connection with such Proceeding if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; PROVIDEDprovided, HOWEVER, thathowever, if applicable law so provides, no indemnification 1 Bracketed language to be included in form for General Atlantic directors. 2 Bracketed language to be included in form for Newlight directors. against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company unless and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such the Proceeding shall have been was brought or is pending, shall determine that such indemnification may be madeIndemnitee is fairly and reasonably entitled to indemnification.

Appears in 1 contract

Samples: Indemnification Agreement (Oak Street Health, Inc.)

Proceedings by or in the Right of the Company. Indemnitee shall will be entitled to the rights of indemnification provided in this Section 4 provides if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this SectionSection 4, the Company will indemnify Indemnitee shall be indemnified against against, and will hold Indemnitee harmless from and in respect of, all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him or on his behalf in connection with such that Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company; PROVIDEDprovided, HOWEVERhowever, that, if applicable law so provides, that no indemnification against such those Expenses shall will be made in respect of any claim, issue or matter in such that Proceeding as to which Indemnitee shall have has been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware, or the court in which such that Proceeding shall have has been brought or is pending, shall determine determines that such indemnification may be madedespite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

Appears in 1 contract

Samples: Indemnification Agreement (Yulong Eco-Materials LTD)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 1(b) if, by reason of his Indemnitee's Corporate Status, he Indemnitee is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this SectionSection 1(b), Indemnitee shall be indemnified against all Liabilities and Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him or on his behalf of Indemnitee, in connection with such Proceeding if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; PROVIDEDprovided, HOWEVER, thathowever, if applicable law so provides, no indemnification against such Liabilities or Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of DelawareDelaware (the “Delaware Court”), or the any other court in which such the Proceeding shall have been was brought or is pending, shall determine that upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such indemnification may be madeexpenses as the Delaware Court or such other court shall deem proper.

Appears in 1 contract

Samples: Indemnification Agreement (BOISE CASCADE Co)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 4.3 if, by reason of his Indemnitee’s Corporate Status, he Indemnitee is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against all Expenses (including all interestExpenses, assessments judgments, penalties, and other charges amounts paid or payable in connection with or in respect of such Expenses) settlement, actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf in connection with such Proceeding if he Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to Good Faith. Notwithstanding the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so providesforegoing, no such indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification shall nevertheless be made by the Company in such event if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, or other court of competent jurisdiction shall determine that such indemnification may be madedetermine.

Appears in 1 contract

Samples: Indemnification Agreement (Southwest Casino Corp)

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 1(b) if, by reason of his Corporate Status, he the Indemnitee is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Section, Section 1(b),the Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him him, or on his behalf behalf, in connection with such Proceeding or any claim, issue or matter therein, if he the Indemnitee acted in good faith and in a manner he the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; PROVIDEDprovided, HOWEVER, thathowever, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any ofany claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought was brought, or is pendingany other court of competent jurisdiction, shall determine that upon application that, despite such indemnification may be madeadjudication ofliability but in view ofall the circumstances ofthe case, Indemnitee is fairly and reasonably entitled to indemnification.

Appears in 1 contract

Samples: Indemnification Agreement (SkyPeople Fruit Juice, Inc)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in Section 2 and this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this SectionSection 4, the Company shall indemnify Indemnitee against, and shall be indemnified against hold Indemnitee harmless from and in respect of, all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him or on his behalf in connection with with, and any amounts paid in settlement of, such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so provides. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless if applicable law prohibits such indemnification; provided, however, if applicable law so permits, indemnification against such Expenses shall nevertheless be made by the Company in such event if and only to the extent that the Court of Chancery of the State of Delaware(as hereinafter defined), or the court in which such Proceeding shall have been brought or is pending, shall determine that such indemnification may be made.determine. 1173878v1

Appears in 1 contract

Samples: Form of Indemnification Agreement (Synthesis Energy Systems Inc)

Proceedings by or in the Right of the Company. Indemnitee Indemnified Persons shall be entitled to the rights of indemnification provided in this Section 4 2(b) if, by reason of his Indemnitee’s Corporate Status, he Indemnitee was or is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this SectionSection 2(b), Indemnitee Indemnified Persons shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him or on his behalf in connection with such Proceeding Proceeding, or any claim, issue or matter therein if he the Indemnitee acted honestly and in good faith and in with a manner he reasonably believed to be in or not opposed view to the best interests of the Company; PROVIDEDprovided, HOWEVERhowever, that, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee Indemnified Persons shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery courts of the State Province of Delaware, Ontario or the court in which such the Proceeding shall have been was brought or is pending, shall determine that that, despite the adjudication of such indemnification may be madeliability but in view of all the circumstances of the case, Indemnified Persons are fairly and reasonably entitled to indemnity for such Expenses which the courts of the Province of Ontario or such court in which the Proceeding was brought shall deem proper.

Appears in 1 contract

Samples: Assignment and Assumption Agreement (Cameco Corp)

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he was, is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this SectionSection 4, the Company shall indemnify the Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of such Proceeding if he acted in good faith and in a manner he reasonably believed to be in in, or not opposed to to, the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so provides. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company unless or if applicable law prohibits such indemnification, unless, and only to the extent that the Court of Chancery of the State of Delawarethat, or the court in which such Proceeding shall have been was brought or is pending, shall determine that upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such indemnification may be madeExpenses which such court shall deem proper.

Appears in 1 contract

Samples: Credit Agreement (Santander Holdings USA, Inc.)

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this SectionSection 4, the Company shall indemnify the Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in in, or not opposed to to, the best interests of the Company; PROVIDEDCompany or in a manner otherwise expressly permitted under the Certificate, HOWEVERthe Bylaws, that, if applicable law so providesor the Stockholders Agreement. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company unless or if applicable law prohibits such indemnification; provided, however, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, shall determine that such indemnification may be madeso determine.

Appears in 1 contract

Samples: Indemnification Agreement (Metropcs Communications Inc)

Proceedings by or in the Right of the Company. Indemnitee shall will be entitled to the rights of indemnification provided in this Section 4 2(b) if, by reason of his Indemnitee’s Corporate Status, he Indemnitee is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to Under this SectionSection 2(b), the Company will indemnify Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges amounts paid or payable in connection with or in respect of such Expenses) settlement actually and reasonably incurred by him Indemnitee, or on his behalf Indemnitee’s behalf, in connection with such Proceeding or any claim, issue, or matters therein, if he Indemnitee either (i) is not liable under NRS 78.138, or (ii) acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; PROVIDEDCompany; provided, HOWEVER, thathowever, if applicable law so provides, no indemnification against such Expenses shall or other amounts will be made in respect of any claim, issue issue, or matter in such Proceeding as to which Indemnitee shall will have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such the Proceeding shall have been was brought or is pending, shall other court of competent jurisdiction will determine that in view of all the circumstances in the case, Indemnitee is fairly and reasonably entitled to indemnity for such indemnification may be madeexpenses as the court deems proper.

Appears in 1 contract

Samples: Indemnification Agreement (TherapeuticsMD, Inc.)

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his the Indemnitee’s Corporate Status, he the Indemnitee was, is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this SectionSection 4, the Company shall indemnify the Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him or on his behalf the Indemnitee in connection with the defense or settlement of such Proceeding if he the Indemnitee acted in good faith and in a manner he the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so provides. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company or if applicable law prohibits such indemnification unless and only to the extent that the Court of Chancery of the State of Delaware, Delaware or the court in which such Proceeding shall have been was brought or is pending, shall determine that upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such indemnification may be madeexpenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

Appears in 1 contract

Samples: Indemnification Agreement (Natural Grocers by Vitamin Cottage, Inc.)

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 5 if, by reason of his Corporate StatusCapacity, he is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this SectionSection 5, the Company shall indemnify the Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in in, or not opposed to the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so providesor in or not opposed to the best interests of another enterprise for which he is serving in a Corporate Capacity. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company unless or if applicable law prohibits such indemnification; provided, however, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, shall determine that such indemnification may be madeso determine.

Appears in 1 contract

Samples: Indemnification and Waiver Agreement (Cameron International Corp)

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Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 1(b) if, by reason of his Corporate Status, he Indemnitee is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this SectionSection 1(b), Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him Indemnitee, or on his behalf Indemnitee’s behalf, in connection with such Proceeding if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; PROVIDEDprovided, HOWEVER, thathowever, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company unless and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such the Proceeding shall have been was brought or is pending, shall determine that such indemnification may Indemnitee is fairly and reasonably entitled to indemnification. 1 Bracketed language to be madeincluded in form for GTCR directors.

Appears in 1 contract

Samples: Indemnification Agreement (Maravai Lifesciences Holdings, Inc.)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his [his][her] Corporate Status, he [s]he is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him [him][her] or on his [his][her] behalf in connection with such Proceeding if he [s]he acted in good faith and in a manner he [s]he reasonably believed to be in or not opposed to the best interests of the Company; PROVIDEDprovided, HOWEVERhowever, that, if applicable law so provides, no that indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged by a court of competent jurisdiction to be liable to the Company unless if and only to the extent that the Chancery Court of Chancery of the State of DelawareDelaware (the “Delaware Court”), or the court in which such Proceeding shall have been brought or is pending, shall determine that despite such adjudication of liability and in light of all circumstances, such indemnification may be made.

Appears in 1 contract

Samples: Agreement (pSivida Corp.)

Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, if Indemnitee is or was a party or is threatened to be made, made a party to or a participant in any threatened, pending or completed Proceeding brought action or suit by or in the right of the Company to procure a judgment in its favor. Pursuant to this Sectionfavor by reason of the fact the Indemnitee is or was a director or officer of the Company or is or was serving at the request of the Company as a director or officer of another corporation, Indemnitee shall be indemnified partnership, joint venture, trust or other enterprise, against all Expenses expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expensesattorneys' fees) actually and reasonably incurred by him or on his behalf Indemnitee in connection with the defense or settlement of such Proceeding action or suit if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so provides, except that no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought action or suit is pending, or was pending shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for expenses and then only to the extent that such indemnification may be madethe court shall deem proper.

Appears in 1 contract

Samples: Indemnification Agreement (Lithium Technology Corp)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 1(b) if, by reason of his Indemnitee’s Corporate Status, he Indemnitee is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this SectionSection 1(b), Indemnitee shall be indemnified indemnified, to the fullest extent permitted by law, as such may be amended from time to time, against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him Indemnitee, or on his behalf Indemnitee’s behalf, in connection with such Proceeding if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; PROVIDEDprovided, HOWEVER, that, if applicable law so provideshowever, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware, or the a court in which such the Proceeding shall have been was brought or is pending, shall determine that such indemnification may be made.

Appears in 1 contract

Samples: Form of Indemnification Agreement (Bank7 Corp.)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified to the full extent of the law against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so provides. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the Court of Chancery Courts of the State of DelawareTexas, or the court in which such Proceeding shall have been brought or is pending, shall determine that such indemnification may be madedetermine.

Appears in 1 contract

Samples: Indemnification Agreement (Lasermedics Inc)

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his the Indemnitee's Corporate Status, he the Indemnitee was, is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this SectionSection 4, the Company shall indemnify the Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of such Proceeding if he the Indemnitee acted in good faith and in a manner he the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so provides. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company or if applicable law prohibits such indemnification unless and only to the extent that the Court of Chancery of the State of Delaware, Delaware or the court in which such Proceeding shall have been was brought or is pending, shall determine that upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such indemnification may be madeExpenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

Appears in 1 contract

Samples: Form of Indemnification Agreement (First Solar, Inc.)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 Agreement if, by reason of his Indemnitee’s Corporate Status, he is, Indemnitee was or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this SectionAgreement, Indemnitee shall be indemnified against all amounts paid in settlement and Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him Indemnitee or on his behalf of Indemnitee in connection with the defense or settlement of any such Proceeding if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so provides. Notwithstanding the foregoing, no indemnification against such Expenses under this Section shall be made in respect of (i) a threatened or pending Proceeding which is settled or otherwise disposed of or (ii) any claim, issue or matter in such Proceeding as to which Indemnitee such person shall have been adjudged to be liable to the Company Company, unless and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought, was brought or is pending, shall determine determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such indemnification may be madeportion of the settlement amount and Expenses as the court deems proper.

Appears in 1 contract

Samples: Indemnification Agreement (Adit EdTech Acquisition Corp.)

Proceedings by or in the Right of the Company. The Company shall indemnify each Indemnitee shall be entitled to in the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, event that such Indemnitee was or is a party or is threatened to be made, made a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant favor relating to this Section, Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable arising out of or in connection with or in respect of such Expenses) any Indemnified Matter, against Expenses actually and reasonably incurred by him such Indemnitee or on his such Indemnitee’s behalf in connection with the defense or settlement of such Proceeding if he such Indemnitee acted in good faith and in a manner he such Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so provides. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which such Indemnitee shall have been finally adjudged to be liable to the Company unless and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been was brought or is pending, shall determine that upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such indemnification may be madeIndemnitee is fairly and reasonably entitled to indemnity for such Expenses which the court shall deem proper.

Appears in 1 contract

Samples: Indemnification Agreement (Apac Customer Service Inc)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this SectionSection 4, the Company shall indemnify Indemnitee against, and shall be indemnified against hold Indemnitee harmless from and in respect of, all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so provides. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless if applicable law prohibits such indemnification; PROVIDED, HOWEVER, if applicable law so permits, indemnification against such Expenses shall nevertheless be made by the Company in such event if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, shall determine that such indemnification may be madedetermine.

Appears in 1 contract

Samples: Indemnification Agreement (Triad Medical Inc)

Proceedings by or in the Right of the Company. Except as provided in Section 4, the Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 2(c) if, by reason of his the Indemnitee’s Corporate Status, he isthe Indemnitee is or was, or is or was threatened to be made, a party to to, or is or was otherwise involved in, a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section, The Indemnitee shall be indemnified pursuant to and in accordance with this Section 2(c) against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him the Indemnitee, or on his behalf the Indemnitee’s behalf, in connection with such Proceeding a Proceeding, but only if he the Indemnitee acted in good faith and in a manner he that the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; PROVIDEDprovided, HOWEVERhowever, that, if applicable law so provides, that no indemnification against for such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company unless and Company, except to the extent (and only to the extent) that the Court of Chancery of the State of Delaware, Delaware (the “Delaware Chancery Court”) or the court in which such Proceeding shall have been was brought or is pending, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such Expenses that the Delaware Chancery Court or such indemnification may be madeother court shall deem proper.

Appears in 1 contract

Samples: Indemnification Agreement (SkyWater Technology, Inc)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him or on his behalf in connection with such Proceeding if (a) he is not liable pursuant to Applicable Laws or (b) he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company; PROVIDEDprovided, HOWEVERhowever, that, only if applicable law Applicable Laws so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company Company, or of amounts paid in settlement to the Company, unless and to the extent that the Court of Chancery of the State of Delawarea court having jurisdiction over Indemnitee and Company in an action filed by either concerning this Agreement, or the court in which such Proceeding shall have been brought or is pending, shall determine that in view of all the circumstances of the case he is fairly and reasonably entitled to indemnity for such indemnification may be madeExpenses.

Appears in 1 contract

Samples: S Services Agreement (Charlotte's Web Holdings, Inc.)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 1(b) if, by reason of his or her Corporate Status, he the Indemnitee is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this SectionSection 1(b), Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him the Indemnitee, or on his behalf the Indemnitee’s behalf, in connection with such Proceeding or any claim, issue or matter therein, if he the Indemnitee acted in good faith and in a manner he the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; PROVIDEDprovided, HOWEVER, thathowever, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged by a court to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware, Delaware or the court in which such Proceeding shall have been was brought or is pending, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification; provided further, that such indemnification may in no event shall Indemnitee be madeindemnified against Expenses not allowable under applicable law.

Appears in 1 contract

Samples: Indemnification Agreement (Ameriprise Financial Inc)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 1(b) if, by reason of his Corporate Status, he the Indemnitee is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this SectionSection 1(b), Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him the Indemnitee, or on his behalf the Indemnitee’s behalf, in connection with such Proceeding if he the Indemnitee acted in good 1 Bracketed provisions apply to the form of indemnification agreement entered into with certain of the Company’s directors. faith and in a manner he the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; PROVIDEDprovided, HOWEVER, thathowever, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, Delaware shall determine that such indemnification may be made.

Appears in 1 contract

Samples: Indemnification Agreement (Alimera Sciences Inc)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 1(b) if, by reason of his Indemnitee’s Corporate Status, he Indemnitee is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this SectionSection 1(b), Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him Indemnitee, or on his behalf Indemnitee’s behalf, in connection with such Proceeding or any claim, issue or matter therein, if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; PROVIDEDprovided, HOWEVER, thathowever, if applicable law so provides, no indemnification against for such Expenses shall be made under this Section 1(b) in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged to be liable to the Company unless and only to the extent that the Court of Chancery of the State of Delaware, Delaware (the “Delaware Court”) or the any court in which such the Proceeding shall have been was brought or is pending, shall determine that upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Xxxxxxxxxx is fairly and reasonably entitled to such indemnification may be madefor such Expenses as the Delaware Court or other court shall deem proper.

Appears in 1 contract

Samples: Indemnification Agreement (Zentalis Pharmaceuticals, Inc.)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Indemnitee’s Corporate Status, he Indemnitee is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this SectionSection 4, Indemnitee shall be indemnified against with respect to, and held harmless from and against, all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him Indemnitee or on his behalf of Indemnitee in connection with such Proceeding if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Company; PROVIDEDprovided, HOWEVERhowever, that, if applicable law so provides, no that indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless if, and only to the extent that that, the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, shall determine that such indemnification may be madethe Indemnitee is fairly and reasonably entitled thereto.

Appears in 1 contract

Samples: Indemnification Agreement (Bioverativ Inc.)

Proceedings by or in the Right of the Company. The Company shall indemnify, hold harmless and exonerate Indemnitee shall be entitled to in accordance with the rights provisions of indemnification provided in this Section 4 if2(b) if Indemnitee was, by reason of his Corporate Status, he is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this SectionSection 2(b), Indemnitee shall be indemnified indemnified, held harmless and exonerated to the fullest extent permitted by applicable law against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; PROVIDED. No indemnification, HOWEVER, that, if applicable law so provides, no indemnification against such hold harmless or exoneration for Expenses shall be made under this Section 2(b) in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company Company, unless and only to the extent that the Court of Chancery of the State of Delaware, or the any court in which such the Proceeding shall have been was brought or is pending, the Delaware Court shall determine that such indemnification may upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification, to be madeheld harmless or to exoneration.

Appears in 1 contract

Samples: Indemnification Agreement (Syneos Health, Inc.)

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 5 if, by reason of her/his Corporate StatusCapacity, s/he is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this SectionSection 5, the Company shall indemnify the Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by her/him or on her/his behalf in connection with such Proceeding if s/he acted in good faith and in a manner s/he reasonably believed to be in in, or not opposed to the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so providesor in or not opposed to the best interests of another enterprise for which s/he is serving in a Corporate Capacity. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company unless or if applicable law prohibits such indemnification, provided, however, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, shall determine that such indemnification may be madeso determine.

Appears in 1 contract

Samples: Indemnification and Waiver Agreement (Cameron International Corp)

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his the associated Corporate StatusStatus from and after the Effective Date, he the Indemnitee is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this SectionSection 4, the Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him or on his behalf of the Indemnitee in anticipation of or in connection with such Proceeding if he the Indemnitee acted in good faith and in a manner he the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so provides. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company, or if applicable law prohibits such indemnification; provided, however, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company unless in such event if and to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, shall determine that upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such indemnification may be madeexpenses which such court shall deem proper.

Appears in 1 contract

Samples: Indemnification Agreement (Ecotality, Inc.)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 1(b) if, by reason of his Indemnitee’s Corporate Status, he Indemnitee is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this SectionSection 1(b), Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him Indemnitee, or on his behalf Indemnitee’s behalf, in connection with such Proceeding if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the 1 Bracketed language to be included in form for General Atlantic directors. 2 Bracketed language to be included in form for Warburg Pincus directors. Company; PROVIDEDprovided, HOWEVER, thathowever, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company unless and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such the Proceeding shall have been was brought or is pending, shall determine that such indemnification may be madeIndemnitee is fairly and reasonably entitled to indemnification.

Appears in 1 contract

Samples: Indemnification Agreement (Alignment Healthcare, Inc.)

Proceedings by or in the Right of the Company. Indemnitee shall will be entitled to the rights of indemnification provided in this Section 4 Agreement if, by reason of his or her Corporate Status, he Indemnitee is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this SectionSection 1(b), he Company will indemnify, defend, and hold Indemnitee shall harmless to the fullest extent permitted by applicable law, as such may be indemnified amended from time to time (but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than permitted prior to such amendment), against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him the Indemnitee, or on his behalf the Indemnitee’s behalf, in connection with such Proceeding Proceeding, if he Xxxxxxxxxx acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so provides, no . No indemnification against such Expenses shall will be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have Xxxxxxxxxx has been finally adjudged to be liable to the Company by a court of competent jurisdiction from which there is no further right of appeal unless and to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been action or suit was brought or is pending, shall determine determines that such indemnification may be made.

Appears in 1 contract

Samples: Indemnification Agreement (ROC Energy Acquisition Corp.)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 1(b) if, by reason of his or her Corporate Status, he Indemnitee is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this SectionSection 1(b), the Company shall indemnify Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges amounts paid or payable in connection with or in respect of such Expenses) settlement actually and reasonably incurred by him Indemnitee, or on his behalf Indemnitee’s behalf, in connection with such Proceeding or any claim, issue or matters therein, if he Indemnitee either (i) is not liable pursuant to NRS 78.138, or (ii) acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; PROVIDEDprovided, HOWEVER, thathowever, if applicable law so provides, no indemnification against such Expenses or other amounts shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such the Proceeding shall have been was brought or is pending, other court of competent jurisdiction shall determine that in view of all the circumstances in the case, Indemnitee is fairly and reasonably entitled to indemnity for such indemnification may be madeexpenses as the court deems proper.

Appears in 1 contract

Samples: Indemnification Agreement (Switch, Inc.)

Proceedings by or in the Right of the Company. Indemnitee Director shall be entitled to the indemnification rights of indemnification provided in this Section 4 3, if, by reason of his Director’s Corporate Status, he Director is, or is threatened to be made, a party to, or is or is required to or prepare to be a participant in witness to, any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this SectionSection 3, Indemnitee Director shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him Director or on his Director’s behalf in connection with such Proceeding if he Director acted in good faith and in a manner he Director reasonably believed to be in in, or not opposed to to, the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so provides. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee Director shall have been adjudged to be liable to the Company unless if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company despite such adjudication of liability, if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, shall determine that such indemnification may be madedetermine.

Appears in 1 contract

Samples: Indemnification Agreement (Kbr, Inc.)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 4(c) if, by reason of his Indemnitee’s Corporate Status, he is, Indemnitee is or is threatened to be made, made a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against all Expenses (including all interestExpenses, assessments judgments, penalties and other charges amounts paid or payable in connection with or in respect of such Expenses) settlement, actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf in connection with such Proceeding if he Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to Good Faith. Notwithstanding the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so providesforegoing, no such indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification shall nevertheless be made by the Company in such event if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, shall determine that such indemnification may be made.determine. Sucampo Pharmaceuticals, Inc. Section 16 Officer Indemnification Letter

Appears in 1 contract

Samples: Indemnification Agreement (Sucampo Pharmaceuticals, Inc.)

Proceedings by or in the Right of the Company. Indemnitee Officer shall be entitled to the indemnification rights of indemnification provided in this Section 4 3, if, by reason of his Officer's Corporate Status, he Officer was or is, or is threatened to be made, a party to or a participant is involved in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this SectionSection 3, Indemnitee Officer shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him Officer or on his Officer's behalf in connection with such Proceeding if he Officer acted in good faith and in a manner he Officer reasonably believed to be in in, or not opposed to to, the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so provides. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee Officer shall have been adjudged to be liable to the Company unless if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company despite such adjudication of liability, if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, shall determine that such indemnification may be madedetermine.

Appears in 1 contract

Samples: Indemnification Agreement (Halliburton Co)

Proceedings by or in the Right of the Company. Subject to Section 3.04, the Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 3.01(b) if, by reason of his Indemnitee’s Corporate Status, he Indemnitee is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this SectionSection 3.01(b), Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) Liabilities actually and reasonably incurred by him Indemnitee, or on his behalf Indemnitee’s behalf, in connection with such Proceeding if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; PROVIDEDprovided, HOWEVER, thathowever, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company unless and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such the Proceeding shall have been was brought or is pending, shall determine that such indemnification may be madeIndemnitee is fairly and reasonably entitled to indemnification.

Appears in 1 contract

Samples: Indemnification Agreement (Fidelis Insurance Holdings LTD)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 1(b) if, by reason of his Corporate Status, he the Indemnitee is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this SectionSection 1(b), Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges but excluding amounts paid in settlement by or payable in connection with or in respect on behalf of such Expensesthe Indemnitee) actually and reasonably incurred by him the Indemnitee, or on his behalf the Indemnitee’s behalf, in connection with such Proceeding if he the Indemnitee acted in good faith and in a manner he the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; PROVIDEDprovided, HOWEVER, thathowever, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged finally adjudged, in a judgment not subject to appeal, to be liable to the Company by a court of competent jurisdiction, unless and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been proceeding was brought or is pending, shall determine that upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such indemnification may be madeperson is fairly and reasonably entitled to indemnity for such amounts which the court shall deem proper.

Appears in 1 contract

Samples: Indemnification Agreement (Erickson Air-Crane Inc)

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 3 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this SectionSection 3, the Company shall indemnify the Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so provides. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company unless or if applicable law prohibits such indemnification; provided, however, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, shall determine that such indemnification may be madeso determine.

Appears in 1 contract

Samples: Indemnification Agreement (Dune Energy Inc)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 1(b) if, by reason of his Indemnitee’s Corporate Status, he Indemnitee is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this SectionSection 1(b), Indemnitee shall be indemnified indemnified, to the fullest extent permitted by law against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him Indemnitee, or on his behalf Indemnitee’s behalf, in connection with such Proceeding if he Indemnitee acted in good faith and in a manner he reasonably believed to be (i) in or the case of conduct in the Indemnitee’s official capacity, that the Indemnitee’s conduct was in the best interest of the Company and (ii) in any other case, that the Indemnitee’s conduct was not opposed to the Company’s best interests of the Companyinterests; PROVIDEDprovided, HOWEVER, that, if applicable law so provideshowever, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware, or the a court in which such the Proceeding shall have been was brought or is pending, shall determine that such indemnification may be made.

Appears in 1 contract

Samples: Form of Indemnification Agreement (South Plains Financial, Inc.)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 1(b) if, by reason of his or her Corporate Status, he the Indemnitee is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this SectionSection 1(b), Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him the Indemnitee, or on his behalf the Indemnitee’s behalf, in connection with such Proceeding and against amounts paid in settlement not exceeding, in the judgment of the Board of Directors, the estimated expense of litigating such Proceeding to conclusion, if he the Indemnitee acted in good faith and in a manner he the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Such indemnification shall be authorized if the Indemnitee acted in good faith and in a manner he reasonably to be in, or not opposed to, the best interests of the Company; PROVIDED, HOWEVERprovided, that, if applicable law so provides, no indemnification against such Expenses shall be made under this Section 1(b) in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company unless unless, and only to the extent that the Court of Chancery of the State of Delawarethat, or the court in which such Proceeding shall have been brought was brought, or is pendingany other court of competent jurisdiction, shall determine that upon application that, despite the adjudication of liability but in view of all circumstances of the case, such indemnification may be madeperson is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

Appears in 1 contract

Samples: Form of Indemnification Agreement (Ocwen Financial Corp)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified to the full extent of the law against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so provides. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless if applicable law prohibits such indemnification; PROVIDED, HOWEVER, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pendingpending or other court of competent jurisdiction, shall determine that such indemnification may be madedetermine.

Appears in 1 contract

Samples: Agreement (Midcoast Energy Resources Inc)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 1(b) if, by reason of his Indemnitee’s Corporate Status, he the Indemnitee is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by a shareholder directly or in the right on behalf of the Company to procure a judgment in its favorCompany. Pursuant to this SectionSection 1(b), Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him the Indemnitee, or on his behalf the Indemnitee’s behalf, in connection with such Proceeding if he the Indemnitee acted in good faith and in a manner he the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; PROVIDEDprovided, HOWEVER, thathowever, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, Delaware shall determine that such indemnification may be made. The Indemnitee shall not be entitled to the rights of indemnification provided in this Section 1, by reason of his Corporate Status, if he is, or is threatened to be made, a party to any Proceeding brought by the Company unless the Indemnitee has met the standard of care described in the preceding paragraph, or files any claim against the Company in a Proceeding initiated by Indemnitee.

Appears in 1 contract

Samples: Indemnification Agreement (Aspen Group, Inc.)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 1(b) if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this SectionSection 1(b), Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company; PROVIDEDprovided, HOWEVERhowever, that, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless unless, and only to the extent extent, that the Court of Chancery of the State of Delaware, Delaware or the court in which such Proceeding shall have been brought or is pending, shall determine that upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such indemnification may be madecosts, judgments, penalties, fines, liabilities and Expenses as such court shall deem proper.

Appears in 1 contract

Samples: Indemnification Agreement (La Jolla Pharmaceutical Co)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so provides. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless if applicable law prohibits such indemnification; provided, however, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the Ontario Court of Chancery of the State of Delaware(General Division), or the court Court in which such Proceeding shall have been brought or is pending, shall determine that such indemnification may be madedetermine.

Appears in 1 contract

Samples: Employment Agreement (Visible Genetics Inc)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 4.03 if, by reason of his Indemnitee’s Corporate Status, he Indemnitee is, or is threatened to be made, a party to or a participant is otherwise involved in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against all Expenses (including all interestExpenses, assessments judgments, penalties, fines and other charges amounts paid or payable in connection with or in respect of such Expenses) settlement, actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf in connection with such Proceeding if he Indemnitee acted in good faith Good Faith and in a manner he reasonably believed such Indemnitee has not been adjudged during the course of such Proceeding to be in have derived an Improper Personal Benefit from the transaction or not opposed to occurrence forming the best interests basis of such Proceeding. Notwithstanding the Company; PROVIDED, HOWEVER, that, if applicable law so providesforegoing, no such indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification shall nevertheless be made by the Company in such event if and only to the extent that the Court of Chancery of which is considering the State of Delaware, or the court in which such Proceeding matter shall have been brought or is pending, shall determine that such indemnification may be madeso determine.

Appears in 1 contract

Samples: Indemnification Agreement (Natural Health Trends Corp)

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he 1(b) if the Indemnitee is, or is threatened to be made, a party to or a participant in in, or otherwise becomes involved in, any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this SectionSection 1(b), the Indemnitee shall be indemnified to the Fullest Extent Permitted By Applicable Law against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him the Indemnitee, or on his behalf the Indemnitee’s behalf, in connection with such Proceeding or any claim, issue or matter therein if he the Indemnitee acted in good faith and in a manner he the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; PROVIDEDprovided, HOWEVER, thathowever, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the Chancery Court of Chancery of the State of Delaware, Delaware (the “Delaware Court”) or the court in which such Proceeding shall have been was brought or is pending, shall determine that the Indemnitee is fairly and reasonably entitled to such indemnification may be madeindemnification.

Appears in 1 contract

Samples: Indemnification Agreement (Ferguson Enterprises Inc. /DE/)

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he was, is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this SectionSection 4, the Company shall indemnify the Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so provides. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company or if applicable law prohibits such indemnification unless and only to the extent that the Court of Chancery of the State of Delaware, Delaware or the court in which such Proceeding shall have been was brought or is pending, shall determine that upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such indemnification may be madeexpenses which the Court of Chancery of the State of Delaware of such other court shall deem proper.

Appears in 1 contract

Samples: Stockholders Agreement (Fresh Market Holdings, Inc.)

Proceedings by or in the Right of the Company. If the Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, was or is a party or is threatened to be made, made a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section, the Company shall indemnify Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him or on his behalf in connection with such relating to the Proceeding if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany and its shareholders; PROVIDED, HOWEVER, that, if applicable law so provideshowever, no indemnification against such Expenses shall be made in with respect of to any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and in the performance of Indemnitee’s duty to the extent that the Court of Chancery of the State of Delaware, or Company and its shareholders unless the court in which such Proceeding shall have been brought is or is pending, was pending shall determine upon application that such in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for Expenses, and then only to the extent that the court shall determine. In addition, with respect to the directors and officers of St. Xxxx, no indemnification may shall be mademade (i) with respect to amounts paid in settling or otherwise disposing of a pending action without court approval and (ii) with respect to Expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval, in each case, as required by California law.

Appears in 1 contract

Samples: Employment Agreement (St John Knits International Inc)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in Section 2 and this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this SectionSection 4, the Company shall indemnify Indemnitee against, and shall be indemnified against hold Indemnitee harmless from and in respect of, all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by him or on his behalf in connection with with, and any amounts paid in settlement of, such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company; PROVIDED, HOWEVER, that, if applicable law so provides. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless if applicable law prohibits such indemnification; provided, however, if applicable law so permits, indemnification against such Expenses shall nevertheless be made by the Company in such event if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, shall determine that such indemnification may be madedetermine.

Appears in 1 contract

Samples: Indemnification Agreement (Synergy Resources Corp)

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 1(b) if, by reason of his or her Corporate Status, he Indemnitee is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this SectionSection 1(b), the Company shall indemnify Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges amounts paid or payable in connection with or in respect of such Expenses) settlement actually and reasonably incurred by him Indemnitee, or on his behalf Indemnitee’s behalf, in connection with such Proceeding or any claim, issue or matters therein, if he Indemnitee either (i) is not liable pursuant to the SCA or (ii) acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; PROVIDEDprovided, HOWEVER, thathowever, if applicable law so provides, no indemnification against such Expenses or other amounts shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such the Proceeding shall have been was brought or is pending, other court of competent jurisdiction shall determine that in view of all the circumstances in the case, Indemnitee is fairly and reasonably entitled to indemnity for such indemnification may be madeexpenses as the court deems proper.

Appears in 1 contract

Samples: Indemnification Deed (T20 Holdings Pte. Ltd.)

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