Common use of RECITALS Clause in Contracts

RECITALS. The Corporation recognizes that competent and experienced persons are increasingly reluctant to serve or to continue to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance or indemnification, or both, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;

Appears in 107 contracts

Sources: Indemnification Agreement (DENTSPLY SIRONA Inc.), Indemnification Agreement (Agilysys Inc), Indemnification Agreement (Vail Resorts Inc)

RECITALS. The Corporation recognizes Company is aware that competent and experienced persons are increasingly reluctant to serve or to continue to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance or and/or indemnification, or both, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;

Appears in 80 contracts

Sources: Indemnity Agreement (Ebay Inc), Indemnity Agreement (Selectis Health, Inc.), Indemnity Agreement (Sunshine Silver Mining & Refining Corp)

RECITALS. The Corporation recognizes Company is aware that competent and experienced persons are increasingly reluctant to serve or to continue to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance or and indemnification, or both, due to increased the exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;

Appears in 41 contracts

Sources: Merger Agreement (Synergy CHC Corp.), Indemnification Agreement (Health in Tech, Inc.), Indemnification Agreement (Health in Tech, Inc.)

RECITALS. The Corporation recognizes Company is aware that competent and experienced persons are increasingly reluctant to serve or to continue to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance or indemnification, or both, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;

Appears in 39 contracts

Sources: Indemnity Agreement (AIAI Holdings Corp), Indemnification Agreement (Franklin Covey Co), Indemnity Agreement (Neonc Technologies Holdings, Inc.)

RECITALS. The Corporation recognizes Company is aware that competent and experienced persons are increasingly reluctant to serve or to continue to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance or and/or indemnification, or both, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that because the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;

Appears in 25 contracts

Sources: Indemnification Agreement (Bannix Acquisition Corp.), Indemnification Agreement (Ipsidy Inc.), Indemnification Agreement (Workhorse Group Inc.)

RECITALS. The Corporation recognizes Company is aware that competent and experienced persons are increasingly reluctant to serve or to continue to serve serving as directors or officers of corporations companies unless they are protected by comprehensive liability insurance or indemnification, or both, and adequate indemnification due to the increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact companies that the exposure frequently bears often bear no reasonable relationship to the compensation of such directors and or officers;.

Appears in 23 contracts

Sources: Indemnification Agreement (Accelerant Holdings), Indemnification Agreement (Heidrick & Struggles International Inc), Indemnification Agreement (Cellectar Biosciences, Inc.)

RECITALS. The Corporation Company recognizes that competent and experienced persons are increasingly reluctant to serve or to continue to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance or indemnification, or both, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;

Appears in 21 contracts

Sources: Indemnification Agreement (Simmons First National Corp), Indemnification Agreement (Simmons First National Corp), Indemnification Agreement (Simmons First National Corp)

RECITALS. The Corporation Company recognizes that competent and experienced persons individuals are increasingly reluctant to serve or to continue to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance or indemnification, or both, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;

Appears in 18 contracts

Sources: Indemnification Agreement (Harbin Electric, Inc), Indemnification Agreement (Harbin Electric, Inc), Indemnification Agreement (Harbin Electric, Inc)

RECITALS. The Corporation recognizes Company is aware that competent and experienced persons are increasingly reluctant to serve or to continue to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance or and indemnification, or both, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;

Appears in 16 contracts

Sources: Indemnity Agreement (Cadence Design Systems Inc), Employment Agreement (Cadence Design Systems Inc), Employment Agreement (Cadence Design Systems Inc)

RECITALS. The Corporation Company recognizes that competent and experienced persons are increasingly reluctant to serve or to continue to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance or indemnification, or both, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;directors.

Appears in 8 contracts

Sources: Indemnification Agreement (Hampshire Group LTD), Indemnification Agreement (Hampshire Group LTD), Indemnification Agreement (Hampshire Group LTD)

RECITALS. The Corporation Company recognizes that competent and experienced persons are increasingly reluctant to serve or to continue to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance or indemnification, or both, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;.

Appears in 7 contracts

Sources: Executive Employment Agreement (Intrepid Potash, Inc.), Indemnification Agreement (Intrepid Potash, Inc.), Indemnification Agreement (National CineMedia, Inc.)

RECITALS. The Corporation Company recognizes that competent and experienced persons are increasingly reluctant to serve or to continue to serve as directors or executive officers of corporations unless they are protected by comprehensive liability insurance or indemnification, or both, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and executive officers;

Appears in 6 contracts

Sources: Indemnification Agreement (UNITED THERAPEUTICS Corp), Indemnification Agreement (Organovo Holdings, Inc.), Indemnification Agreement (United Therapeutics Corp)

RECITALS. The Corporation recognizes is aware that competent because of the increased exposure to litigation costs and risks resulting from service to corporations, talented and experienced persons are increasingly reluctant to serve or to continue to serve serving as directors or executive officers of corporations unless they are protected by comprehensive liability insurance or and indemnification, or both, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;

Appears in 6 contracts

Sources: Indemnification Agreement (Natural Nutrition Group Inc), Indemnification Agreement (Nanophase Technologies Corporation), Indemnification Agreement (Web Street Inc)

RECITALS. The Corporation Company recognizes that competent and experienced persons are increasingly reluctant to serve or to continue to serve as directors or and officers of corporations unless they are protected by comprehensive liability insurance or indemnification, or both, due to the increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure to or risks of shareholder claims or litigation frequently bears no reasonable relationship to the compensation of such directors and officers;

Appears in 6 contracts

Sources: Employment Agreement (Christopher & Banks Corp), Indemnification Agreement (Christopher & Banks Corp), Indemnification Agreement (Mela Sciences, Inc. /Ny)

RECITALS. The Corporation recognizes Company is aware that competent and experienced persons are increasingly reluctant to serve or to continue to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance or adequate indemnification, or both, due to increased exposure to litigation costs and risks risk resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;

Appears in 6 contracts

Sources: Indemnity Agreement (ZAIS Group Holdings, Inc.), Indemnity Agreement (Young Innovations Inc), Indemnity Agreement (Apropos Technology Inc)

RECITALS. The Corporation Company recognizes that competent and experienced persons are increasingly reluctant to serve or to continue to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance or and indemnification, or both, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that because the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;

Appears in 5 contracts

Sources: Indemnification Agreement (Integrity Managed Portfolios), Indemnification Agreement (Integrity Funds), Indemnification Agreement (Viking Mutual Funds)

RECITALS. The Corporation recognizes Company recognises that competent and experienced persons are increasingly reluctant to serve or to continue to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance or indemnification, or both, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officerspersons;

Appears in 5 contracts

Sources: Management Agreement (Vampt America, Inc.), Management Agreement (Vampt America, Inc.), Management Agreement (Coronado Corp.)

RECITALS. The Corporation recognizes that competent and experienced persons are increasingly reluctant to serve or to continue to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance or indemnification, or both, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;.

Appears in 4 contracts

Sources: Indemnification Agreement (A.S.V., LLC), Indemnification Agreement (Healthways, Inc), Indemnification Agreement (Endostim, Inc.)

RECITALS. The Corporation Company recognizes that competent and experienced persons are increasingly reluctant to serve or to continue to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance or indemnification, or both, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;directors.

Appears in 4 contracts

Sources: Indemnification Agreement (Hampshire Group LTD), Indemnification Agreement (Hampshire Group LTD), Indemnification Agreement (Hampshire Group LTD)

RECITALS. The Corporation recognizes that competent and experienced persons are increasingly reluctant to serve or to continue to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance or and indemnification, or both, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;

Appears in 4 contracts

Sources: Indemnification Agreement (Tuesday Morning Corp/De), Indemnification Agreement (Layne Christensen Co), Indemnification Agreement (Tuesday Morning Corp/De)

RECITALS. The Corporation recognizes Company is aware that competent and experienced persons are increasingly reluctant to serve or to continue to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance or adequate indemnification, or both, due to increased exposure to litigation costs and risks risk resulting from their service to such corporations, and due to the fact that the exposure frequently bears may bear no reasonable relationship to the compensation of such directors and officers;

Appears in 4 contracts

Sources: Indemnity Agreement (Coinmach Service Corp), Indemnity Agreement (Coinmach Service Corp), Indemnity Agreement (Coinmach Service Corp)

RECITALS. The Corporation recognizes Company is aware that competent and experienced persons are increasingly reluctant to serve or to continue to serve as directors or and officers of corporations unless they are protected by comprehensive liability insurance or indemnification, or both, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and or officers;.

Appears in 4 contracts

Sources: Director Indemnification Agreement (Enova Systems Inc), Separation Agreement (Thoratec Corp), Indemnity Agreement (Lion Inc/Wa)

RECITALS. The Corporation recognizes Company is aware that competent and experienced persons are increasingly reluctant to serve or to continue to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance or and/or indemnification, or both, due to increased the exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;

Appears in 4 contracts

Sources: Indemnification Agreement (Main Street Restaurant Group, Inc.), Indemnification Agreement (Directed Electronics, Inc.), Indemnification Agreement (Directed Electronics, Inc.)

RECITALS. The Corporation recognizes Company is aware that competent and experienced persons are increasingly reluctant to serve as directors, officers or to continue to serve as directors or officers agents of corporations unless they are protected by comprehensive liability insurance or and indemnification, or both, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors directors, officers and officers;other agents.

Appears in 4 contracts

Sources: Indemnity Agreement (Interdigital Communications Corp), Indemnity Agreement (Salesforce Com Inc), Indemnity Agreement (Interdigital Communications Corp)

RECITALS. The Corporation Company recognizes that competent and experienced persons are increasingly reluctant to serve or to continue to serve as directors or officers of public corporations unless they are adequately protected by comprehensive liability through insurance or indemnification, or both, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;.

Appears in 3 contracts

Sources: Indemnification Agreement (DMC Global Inc.), Indemnification Agreement (DMC Global Inc.), Indemnification Agreement (Dynamic Materials Corp)

RECITALS. The Corporation Company recognizes that competent and experienced persons are increasingly reluctant to serve or to continue to serve as directors or and officers of corporations unless they are protected by comprehensive liability insurance or indemnification, or both, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;directors.

Appears in 3 contracts

Sources: Indemnification Agreement (Hampshire Group LTD), Indemnification Agreement (Tornier B.V.), Indemnification Agreement (Eurand N.V.)

RECITALS. The Corporation recognizes that competent and experienced persons are increasingly reluctant to serve or to continue to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance or indemnification, or both, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officersdirectors;

Appears in 3 contracts

Sources: Indemnification Agreement (Destination Maternity Corp), Indemnification Agreement (Compass Minerals International Inc), Indemnification Agreement (Washington Mutual, Inc)

RECITALS. The Corporation Company recognizes that competent and experienced persons are increasingly reluctant to serve or to continue to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance or indemnification, or both, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;

Appears in 3 contracts

Sources: Indemnification Agreement (Orchids Paper Products CO /DE), Indemnification Agreement (Orchids Paper Products CO /DE), Indemnification Agreement (Build a Bear Workshop Inc)

RECITALS. The Corporation Company recognizes that competent and experienced persons individuals are increasingly reluctant to serve or to continue to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance or indemnification, or both, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;.

Appears in 2 contracts

Sources: Indemnification Agreement (Ixia), Indemnity Agreement (Ixia)

RECITALS. The Corporation Company recognizes that competent and experienced persons are increasingly reluctant to serve or to continue to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance or indemnification, or both, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;; and

Appears in 2 contracts

Sources: Employment Agreement (Youticket Com Inc), Indemnification Agreement (Youticket Com Inc)

RECITALS. The Corporation Company recognizes that competent and experienced persons individuals are increasingly reluctant to serve or to continue to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance or indemnification, or both, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the such exposure frequently bears no reasonable relationship to the compensation of such directors and officers;

Appears in 2 contracts

Sources: Indemnification Agreement (Apricus Biosciences, Inc.), Indemnification Agreement (Innovus Pharmaceuticals, Inc.)

RECITALS. The Corporation recognizes that competent and experienced persons are increasingly reluctant to serve or to continue to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance or indemnification, or both, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors officers and officers;directors.

Appears in 1 contract

Sources: Indemnification Agreement (Bank of the Ozarks Inc)

RECITALS. The Corporation recognizes that competent and experienced persons are increasingly reluctant to serve or to continue to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance or indemnification, or both, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;

Appears in 1 contract

Sources: Indemnification Agreement (S1 Corp /De/)

RECITALS. The Corporation recognizes that competent and experienced persons are increasingly reluctant to serve or to continue to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance or and indemnification, or both, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;.

Appears in 1 contract

Sources: Indemnification Agreement (Crossfirst Bankshares, Inc.)

RECITALS. The Corporation recognizes TheCompany recognises that competent and experienced persons are increasingly reluctant to serve or to continue to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance or indemnification, or both, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officerspersons;

Appears in 1 contract

Sources: Management Agreement (Coronado Corp.)

RECITALS. The Corporation recognizes that competent and experienced persons are increasingly reluctant to serve or to continue to serve as on the board of directors or officers of corporations unless they are protected by comprehensive liability insurance or indemnification, or both, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;

Appears in 1 contract

Sources: Indemnification Agreement (Gleacher & Company, Inc.)

RECITALS. The Corporation recognizes company is aware that competent and experienced persons are increasingly reluctant to serve or to continue to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance or indemnification, or both, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officersdirectors;

Appears in 1 contract

Sources: Indemnity Agreement (Imation Corp)

RECITALS. The Corporation recognizes Company is aware that competent and experienced persons are increasingly reluctant to serve or to continue to serve as directors or officers of corporations of which they are not employees unless they are protected by comprehensive liability insurance or indemnification, or both, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officersnon-employee directors;

Appears in 1 contract

Sources: Indemnification Agreement (Computer Programs & Systems Inc)

RECITALS. The Corporation recognizes that competent and experienced persons are increasingly may be reluctant to serve or to continue to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance or indemnification, or both, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;

Appears in 1 contract

Sources: Indemnification Agreement (Keryx Biopharmaceuticals Inc)

RECITALS. The Corporation recognizes is aware that competent and experienced persons are increasingly reluctant to serve as directors, officers or to continue to serve as directors or officers agents of corporations unless they are protected by comprehensive liability insurance or indemnification, or both, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors directors, officers and officers;other agents.

Appears in 1 contract

Sources: Indemnification Agreement (Treaty Oak Bancorp Inc)

RECITALS. The Corporation recognizes is aware that competent and experienced persons are increasingly reluctant to serve or to continue to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance or indemnification, or both, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;

Appears in 1 contract

Sources: Indemnification Agreement (Superior Industries International Inc)

RECITALS. The Corporation recognizes Company is aware that competent and experienced persons are increasingly reluctant to serve or to continue to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance or indemnification, or both, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officersdirectors;

Appears in 1 contract

Sources: Indemnity Agreement (Imation Corp)

RECITALS. The Corporation recognizes Company is aware that competent and experienced persons are increasingly reluctant to serve or to continue to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance or and indemnification, or both, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officersdirectors;

Appears in 1 contract

Sources: Indemnity Agreement (Affinion Group Holdings, Inc.)