Common use of WHEREAS Clause in Contracts

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;

Appears in 1736 contracts

Samples: Indemnity Agreement (G3 VRM Acquisition Corp.), Form of Indemnity Agreement (Berenson Acquisition Corp. I), Form of Indemnity Agreement (Rocket Internet Growth Opportunities Corp.)

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WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;

Appears in 1354 contracts

Samples: Indemnification Agreement (Qlik Technologies Inc), Indemnification Agreement (Cognition Therapeutics Inc), Indemnification Agreement (Farmer Brothers Co)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law and the Articles so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;

Appears in 212 contracts

Samples: Indemnity Agreement (Advancit Acquisition Corp. I), Indemnity Agreement (SVF Investment Corp. 2), Indemnity Agreement (Genesis Park Acquisition Corp.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;.

Appears in 193 contracts

Samples: Form of Indemnity Agreement (Mountain Crest Acquisition Corp.), Indemnity Agreement (Globalink Investment Inc.), Indemnification Agreement (Vantage Energy Acquisition Corp.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, indemnify such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and

Appears in 177 contracts

Samples: Indemnification Agreement (Sucampo Pharmaceuticals, Inc.), Employment Agreement (Lydall Inc /De/), Indemnification Agreement (Vado Corp.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified.

Appears in 176 contracts

Samples: Form of Indemnification Agreement (Tencent Music Entertainment Group), Indemnification Agreement (Marketaxess Holdings Inc), Indemnity Agreement (Cbeyond, Inc.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and

Appears in 131 contracts

Samples: Indemnification Agreement (United Rentals North America Inc), Form of Indemnification Agreement (Lbi Media Holdings Inc), Indemnification and Advancement Agreement (Ipsco Tubulars Inc)

WHEREAS. it is reasonable, reasonable and prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law law, regardless of any amendment or revocation of the Charter or the Bylaws, so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and

Appears in 93 contracts

Samples: Indemnification Agreement (Asante Solutions, Inc.), Officer Indemnification Agreement (Jounce Therapeutics, Inc.), Indemnification Agreement (Aerovate Therapeutics, Inc.)

WHEREAS. it is reasonable, reasonable and prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law law, regardless of any amendment or revocation of the Charter or the Bylaws, so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;

Appears in 83 contracts

Samples: Director Indemnification Agreement (Codiak BioSciences, Inc.), Indemnification Agreement (Adicet Bio, Inc.), Officer Indemnification Agreement (Sagimet Biosciences Inc.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself contractually to indemnify, hold harmless, exonerate and to advance expenses on behalf of, indemnify such persons to the fullest extent permitted by applicable law so that they such persons will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;adequately indemnified; and

Appears in 72 contracts

Samples: Indemnification Agreement (Corphousing Group Inc.), Indemnification Agreement (Reborn Coffee, Inc.), Indemnification Agreement (PMV Consumer Acquisition Corp.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance and reimburse expenses on behalf of, of such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;

Appears in 69 contracts

Samples: Indemnity Agreement (Trine II Acquisition Corp.), Indemnity Agreement (Trine II Acquisition Corp.), Indemnity Agreement (Trine II Acquisition Corp.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;

Appears in 45 contracts

Samples: Form of Indemnity Agreement (LIV Capital Acquisition Corp.), Form of Indemnity Agreement (Distoken Acquisition Corp), Form of Indemnity Agreement (Moringa Acquisition Corp)

WHEREAS. it is reasonable, prudent and necessary for the Company to contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;

Appears in 44 contracts

Samples: Indemnification Agreement (RenovoRx, Inc.), Indemnification Agreement (Sidus Space Inc.), Indemnification Agreement (Viper Energy Partners LP)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;; and

Appears in 42 contracts

Samples: Indemnity Agreement (East Stone Acquisition Corp), Indemnity Agreement (Constellation Alpha Capital Corp.), Indemnity Agreement (Eucrates Biomedical Acquisition Corp.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law and the Articles so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;

Appears in 41 contracts

Samples: Indemnification Agreement (Frazier Lifesciences Acquisition Corp), Indemnification Agreement (Chain Bridge I), Indemnification Agreement (Consonance-HFW Acquisition Corp.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, indemnify such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and

Appears in 40 contracts

Samples: Indemnification Agreement (Ev3 Inc.), Indemnification Agreement (Ev3 Inc.), Indemnification Agreement (American Medical Systems Holdings Inc)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself contractually to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they such persons will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;adequately indemnified; and

Appears in 39 contracts

Samples: Indemnification Agreement (Ocean Capital Acquisition Corp), Indemnification Agreement (HHG Capital Corp), Indemnification Agreement (Lakeshore Acquisition I Corp.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, indemnify such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;

Appears in 38 contracts

Samples: Employment Agreement (Aspen Group, Inc.), Indemnification Agreement (Cocrystal Pharma, Inc.), Indemnification Agreement (Aspen Group, Inc.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses Expenses (as defined below) on behalf of, of such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;

Appears in 22 contracts

Samples: Form of Indemnification Agreement (Nabors Energy Transition Corp.), Indemnification Agreement (TortoiseEcofin Acquisition Corp. III), Indemnification Agreement (Tristar Acquisition I Corp.)

WHEREAS. it is reasonable, reasonable and prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law law, regardless of any amendment or revocation of the Charter or the Bylaws, so that they will [serve or continue to serve serve] the Company free from undue concern that they will not be so protected against liabilitiesindemnified;

Appears in 19 contracts

Samples: Indemnification Agreement (Aytu Biopharma, Inc), Indemnification Agreement (Eventbrite, Inc.), Indemnification Agreement (Health Catalyst, Inc.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law and the Articles so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;

Appears in 19 contracts

Samples: Indemnification Agreement (One), Indemnification Agreement (Two), Indemnification Agreement (One)

WHEREAS. it is reasonable, prudent prudent, and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;

Appears in 17 contracts

Samples: Indemnification Agreement (Appliance Recycling Centers of America Inc /Mn), Indemnification Agreement (Carbonite Inc), Indemnification Agreement (Arctic Cat Inc)

WHEREAS. it therefore is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses defense costs on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and

Appears in 16 contracts

Samples: Director’s Indemnification Agreement (Virbac Corp), Form of Indemnification Agreement (Grubb & Ellis Co), Director’s Indemnification Agreement (Federal Agricultural Mortgage Corp)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law Applicable Law (as defined below) so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;

Appears in 15 contracts

Samples: Indemnification Agreement (Vita Coco Company, Inc.), Indemnification Agreement (Justworks, Inc.), Indemnification Agreement (FIGS, Inc.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, indemnify such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and,

Appears in 15 contracts

Samples: Indemnity Agreement (Brown & Sharpe Manufacturing Co /De/), Indemnity Agreement (Brown & Sharpe Manufacturing Co /De/), Indemnity Agreement (Brown & Sharpe Manufacturing Co /De/)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law law, regardless of any amendment or revocation of the Charter or the Bylaws, so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;

Appears in 14 contracts

Samples: Indemnification Agreement (WisdomTree Investments, Inc.), Form of Director Indemnification Agreement (Zafgen, Inc.), Indemnification Agreement (Fate Therapeutics Inc)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, indemnify such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified.

Appears in 14 contracts

Samples: Indemnification Agreement (United Stationers Inc), Executive Employment Agreement (Essendant Inc), Indemnification Agreement (United Stationers Inc)

WHEREAS. it is reasonable, reasonable and prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law law, regardless of any amendment or revocation of the Charter or the Bylaws, so that they will [serve or continue to serve serve] the Company free from undue concern that they will not be so protected against liabilities;indemnified; and

Appears in 13 contracts

Samples: Indemnification Agreement (Toast, Inc.), Indemnification Agreement (Project Angel Parent, LLC), Indemnification Agreement (Zendesk, Inc.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;

Appears in 13 contracts

Samples: Indemnification Agreement (BeneChill, Inc.), Indemnification Agreement (Natera, Inc.), Indemnification Agreement (Landwin Realty Trust, Inc.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself contractually to indemnify, hold harmless, exonerate and to advance expenses on behalf of, indemnify such persons to the fullest extent permitted by applicable law and to provide an express process and procedure for seeking indemnification so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;concern.

Appears in 12 contracts

Samples: Indemnification Agreement (Oasis Petroleum Inc.), Form of Indemnification Agreement (Oasis Petroleum Inc.), Indemnification Agreement (Oasis Petroleum Inc.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;

Appears in 12 contracts

Samples: Indemnity Agreement (HighPeak Energy, Inc.), Indemnity Agreement (Tengasco Inc), Indemnity Agreement (HighPeak Energy, Inc.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons its directors and executive officers to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and

Appears in 11 contracts

Samples: Indemnification Agreement (Dominos Pizza Inc), Indemnification Agreement (Sirtris Pharmaceuticals, Inc.), Indemnification Agreement (Salient Surgical Technologies, Inc.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance pay expenses on behalf of, such persons directors to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;

Appears in 10 contracts

Samples: Indemnification Agreement (Pzena Investment Management, Inc.), Indemnification Agreement (Pzena Investment Management, Inc.), Indemnification Agreement (Pzena Investment Management, Inc.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, indemnify such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;

Appears in 10 contracts

Samples: Indemnification Agreement (Wingstop Inc.), Indemnification Agreement (Fleetcor Technologies Inc), Indemnification Agreement (Cellu Tissue Holdings, Inc.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons indemnify certain of its Authorized Representatives (as defined below) of the Company to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company as such free from undue concern that they will not be so protected against liabilitiesadequately protected;

Appears in 10 contracts

Samples: Agreement and Plan of Reorganization (Chaparral Energy, Inc.), Indemnification Agreement (Basic Energy Services Inc), Agreement and Plan of Reorganization (United Refining Energy Corp)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself contractually to indemnify, hold harmless, exonerate and to advance expenses on behalf of, indemnify such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;

Appears in 10 contracts

Samples: Indemnification Agreement (Orthovita Inc), Indemnification Agreement (Closure Medical Corp), Employment Agreement (Thermo Fisher Scientific Inc.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law and the Charter so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;

Appears in 9 contracts

Samples: Indemnity Agreement (EG Acquisition Corp.), Indemnity Agreement (Pontem Corp), Indemnity Agreement (EG Acquisition Corp.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, indemnify such persons to the fullest extent permitted by applicable law as set forth herein so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and

Appears in 9 contracts

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

WHEREAS. it is reasonable, prudent and necessary appropriate for the Company contractually to obligate itself to indemnify, hold harmless, exonerate indemnify and to advance expenses on behalf of, such persons of directors and officers to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and

Appears in 9 contracts

Samples: Indemnification Agreement (Affiliate Investment, Inc.), Indemnification Agreement (Liberty Global, Inc.), Indemnification Agreement (Unitedglobalcom Inc)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself contractually to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and

Appears in 9 contracts

Samples: Indemnification Agreement (Dgse Companies Inc), Indemnification Agreement (Transunion Corp.), Indemnification Agreement (Tilly's, Inc.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate indemnify its directors and to advance expenses on behalf of, such persons certain of its officers to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and

Appears in 9 contracts

Samples: Director and Officer Indemnification Agreement (BlueLinx Holdings Inc.), Director and Officer Indemnification Agreement (Clean Wind Energy Tower, Inc.), Director and Officer Indemnification Agreement (BlueLinx Holdings Inc.)

WHEREAS. it is reasonable, reasonable and prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law law, regardless of any amendment or revocation of the Charter or the Bylaws, so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and

Appears in 9 contracts

Samples: Indemnification Agreement (Alvarium Tiedemann Holdings, Inc.), Form of Indemnification Agreement (Fifth Wall Acquisition Corp. II), Form of Indemnification Agreement (Thayer Ventures Acquisition Corp)

WHEREAS. it is reasonable, prudent and necessary in the best interests of the Company and its stockholders for the Company contractually to obligate itself to indemnifyindemnify persons serving as officers, hold harmless, exonerate and to advance expenses on behalf of, such persons directors or employees of the Company to the fullest extent permitted by applicable law so in order that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and

Appears in 8 contracts

Samples: Form of Indemnification Agreement (Groupon, Inc.), Indemnification Agreement (Pacific Sports Exchange Inc.), Indemnification Agreement (Waitr Holdings Inc.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to hold harmless and indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;

Appears in 8 contracts

Samples: Indemnification and Advancement Agreement (Matterport, Inc./De), Indemnification and Advancement Agreement (Social Capital Hedosophia Holdings Corp.), Indemnification and Advancement Agreement (Virgin Orbit Holdings, Inc.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law law, regardless of any amendment or revocation of the Charter or Bylaws, so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and

Appears in 8 contracts

Samples: Indemnification Agreement (Firstcity Financial Corp), Indemnification Agreement (Northeast Bancorp /Me/), Indemnification Agreement (Omega Flex, Inc.)

WHEREAS. it is reasonable, prudent and necessary for the Company to contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified.

Appears in 8 contracts

Samples: Indemnification Agreement (Ann Inc.), Indemnification Agreement (Anntaylor Stores Corp), Indemnification Agreement (Maidenform Brands, Inc.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;adequately protected.

Appears in 8 contracts

Samples: Indemnification Agreement (Kosmos Energy Ltd.), Director Indemnification Agreement (First Data Corp), Director Indemnification Agreement (First Data Corp)

WHEREAS. it is reasonable, reasonable and prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law law, regardless of any amendment or revocation of the Bylaws, so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;

Appears in 7 contracts

Samples: Indemnification Agreement (rEVO Biologics, Inc.), Officer Indemnification Agreement (Esperion Therapeutics, Inc.), Form of Director Indemnification Agreement (Nuvalent, Inc.)

WHEREAS. it is reasonable, reasonable and prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law law, regardless of any amendment or revocation of the Charter or the Bylaws, so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; [and]

Appears in 7 contracts

Samples: Indemnification Agreement (Twilio Inc), Indemnification Agreement (Qualtrics International Inc.), Form of Indemnification Agreement (Hubspot Inc)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons as a primary indemnitor to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;

Appears in 7 contracts

Samples: Indemnity Agreement (Tuatara Capital Acquisition Corp), Indemnity Agreement (Tuatara Capital Acquisition Corp), Indemnity Agreement (Tuatara Capital Acquisition Corp)

WHEREAS. it is reasonable, prudent prudent, and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate exonerate, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law and the Charter so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;

Appears in 6 contracts

Samples: Indemnity Agreement (WODA Corp), Indemnity Agreement (AERWINS Technologies Inc.), Indemnity Agreement (Broad Capital Acquisition Corp)

WHEREAS. it is reasonable, reasonable and prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law law, regardless of any amendment or revocation of the Charter or the By-laws, so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;

Appears in 6 contracts

Samples: Indemnification Agreement (PepGen Inc.), Indemnification Agreement (Braeburn Pharmaceuticals, Inc.), Director Services Agreement (Cano Health, Inc.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate indemnify and to advance the expenses on behalf of, of such persons to the fullest extent permitted by applicable law and to guarantee such persons would realize the benefit of any subsequent changes in applicable law relating to indemnification or advancement of expenses so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified, thereby ensuring that the decisions of such persons for or on behalf of the Company will be independent, objective and in the best interests of the Company’s shareholders;

Appears in 6 contracts

Samples: Form of Indemnification Agreement (Aaron's Inc), Form of Indemnification Agreement (PROG Holdings, Inc.), Form of Indemnification Agreement (Aaron's SpinCo, Inc.)

WHEREAS. it is reasonable, prudent and necessary for the Company to contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, indemnify such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and

Appears in 6 contracts

Samples: Indemnification Agreement (HighPoint Resources Corp), Indemnification Agreement (GeoMet, Inc.), Indemnification Agreement (Baker Hughes Inc)

WHEREAS. it is reasonable, prudent and necessary for the Company to contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons individuals to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;

Appears in 6 contracts

Samples: Form of Indemnification Agreement (PHH Corp), Indemnification Agreement (PHH Corp), Form of Indemnification Agreement (PHH Corp)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself contractually to indemnify, hold harmless, exonerate and to advance expenses on behalf of, indemnify such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesadequately protected;

Appears in 6 contracts

Samples: Indemnification Agreement (Sonomawest Holdings Inc), Indemnification Agreement (Sonomawest Holdings Inc), Indemnification Agreement (Sonomawest Holdings Inc)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law law, regardless of any amendment or revocation of the Certificate of Incorporation (as the same may be amended, restated or otherwise modified from time to time, the “Charter”) or the Bylaws, so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;

Appears in 6 contracts

Samples: Indemnification Agreement (Chiasma, Inc), Indemnification Agreement (Control4 Corp), Indemnification Agreement (Guidewire Software, Inc.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesCompany;

Appears in 6 contracts

Samples: Indemnity Agreement (Galata Acquisition Corp.), Indemnity Agreement (Crypto 1 Acquisition Corp), Indemnity Agreement (Crypto 1 Acquisition Corp)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons its directors and officers to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and

Appears in 6 contracts

Samples: Agreement (pSivida Corp.), Indemnification Agreement (EyePoint Pharmaceuticals, Inc.), Indemnification Agreement (pSivida Corp.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, qualified individuals such persons as Indemnitee to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;

Appears in 5 contracts

Samples: Indemnification Agreement (Immunic, Inc.), Indemnification Agreement (Akebia Therapeutics, Inc.), Indemnification Agreement (Vital Therapies Inc)

WHEREAS. it is reasonable, prudent prudent, and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, indemnify such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company company free from undue concern that they will not be so protected against liabilities;indemnified; and

Appears in 5 contracts

Samples: Agreement (Aavid Thermal Technologies Inc), Agreement (Aavid Thermal Technologies Inc), Agreement (Aavid Thermal Technologies Inc)

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WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses Expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;

Appears in 5 contracts

Samples: Form of Indemnification Agreement (Alternus Clean Energy, Inc.), Form of Indemnification Agreement (ChargePoint Holdings, Inc.), Form of Indemnification Agreement (Blade Air Mobility, Inc.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons its directors to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and

Appears in 5 contracts

Samples: Agreement (FiberTower CORP), Indemnification Agreement (Biogen Idec Inc.), Indemnification Agreement (Combinatorx, Inc)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;liabilities;

Appears in 5 contracts

Samples: Indemnity Agreement (VMG Consumer Acquisition Corp.), Indemnity Agreement (Unifund Financial Technologies, Inc.), Form of Indemnity Agreement (Leisure Acquisition Corp.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons Indemnitee to the fullest extent permitted by applicable law so that they Indemnitee will serve or continue to serve the Company free from undue concern that they he or she will not be so protected against liabilities;indemnified; and

Appears in 5 contracts

Samples: Indemnification Agreement (Facebook Inc), Indemnification Agreement (Us Ecology, Inc.), Indemnification Agreement (Synta Pharmaceuticals Corp)

WHEREAS. it is reasonable, reasonable and prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law law, regardless of any amendment or revocation of the Company’s Certificate of Incorporation (as amended and in effect from time to time, the “Charter”) or the Bylaws, so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and

Appears in 4 contracts

Samples: Indemnification Agreement (Absci Corp), Indemnification Agreement (Graphite Bio, Inc.), Indemnification Agreement (Dynamics Special Purpose Corp.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, indemnify such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;Company; and

Appears in 4 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.)

WHEREAS. it is reasonable, reasonable and prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law law, regardless of any amendment or revocation of the Charter or the Bylaws, so that they will [serve or continue to serve serve] the Company free from undue concern that they will not be so protected against liabilities;indemnified[; and][.]

Appears in 4 contracts

Samples: Indemnification Agreement (ThredUp Inc.), Indemnification Agreement (Astera Labs, Inc.), Indemnification Agreement (Toast, Inc.)

WHEREAS. it is reasonable, prudent prudent, and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, indemnify such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and

Appears in 4 contracts

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

WHEREAS. it is reasonable, reasonable and prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law law, regardless of any amendment or revocation of the Company’s Certificate of Incorporation (as amended and in effect from time to time, the “Charter”) or the Bylaws, so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;

Appears in 4 contracts

Samples: Indemnification Agreement (Dynamics Special Purpose Corp.), Indemnification Agreement (Graphite Bio, Inc.), Indemnification Agreement (Absci Corp)

WHEREAS. it is reasonable, prudent prudent, necessary and necessary for in the best interests of the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;

Appears in 4 contracts

Samples: Indemnity Agreement (Genpact LTD), Indemnity Agreement (Genpact LTD), Indemnity Agreement (Genpact LTD)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnifyindemnity, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified.

Appears in 4 contracts

Samples: Form of Indemnity Agreement (Paychex Inc), Indemnity Agreement (Paychex Inc), Indemnity Agreement (Lakeland Industries Inc)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons at an increased risk to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;

Appears in 4 contracts

Samples: Indemnification Agreement (MYnd Analytics, Inc.), Form of Indemnification Agreement (CNS Response, Inc.), Indemnification Agreement (NeoStem, Inc.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons individuals to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will may not be so protected against liabilitiesadequately protected;

Appears in 4 contracts

Samples: Indemnification Agreement (Teletech Holdings Inc), Indemnification Agreement (Allied Nevada Gold Corp.), Indemnification Agreement (Covanta Holding Corp)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such indemnify persons serving it in a Corporate Status to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company in such status free from undue concern that they will not be so protected against liabilitiesindemnified;

Appears in 4 contracts

Samples: Indemnification Agreement (Cooper Cameron Corp), Indemnification Agreement (Horizon Global Corp), Indemnification Agreement (Trimas Corp)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and

Appears in 4 contracts

Samples: Indemnification Agreement (Youbet Com Inc), Indemnification Agreement (CorMedix Inc.), Indemnification Agreement (CorMedix Inc.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons directors to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and

Appears in 4 contracts

Samples: Indemnification Agreement (SPS Commerce Inc), Indemnification Agreement (Investview, Inc.), Indemnification Agreement (TELA Bio, Inc.)

WHEREAS. it is reasonable, reasonable and prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law law, regardless of any amendment or revocation of the Charter or the By-laws, so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and

Appears in 4 contracts

Samples: Indemnification Agreement (PepGen Inc.), Officer Indemnification Agreement (Prime Medicine, Inc.), Indemnification Agreement (Braeburn Pharmaceuticals, Inc.)

WHEREAS. it therefore is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses defense costs on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;

Appears in 4 contracts

Samples: Indemnification Agreement (Isotis Inc), Indemnification Agreement (Peplin Inc), Indemnification Agreement (Peplin Inc)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law law, regardless of any amendment or revocation of the Company’s Certificate of Incorporation (the “Charter”) or Bylaws, so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and

Appears in 4 contracts

Samples: Form of Indemnification Agreement (ArborGen Inc.), Form of Indemnification Agreement (BioAmber Inc.), Indemnification Agreement (Graymark Healthcare, Inc.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself contractually to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;

Appears in 4 contracts

Samples: Indemnification and Advancement Agreement (Orthopediatrics Corp), Indemnification Agreement (POINT Biopharma Global Inc.), Indemnification Agreement (Puma Biotechnology, Inc.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to continue to obligate itself contractually to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and

Appears in 4 contracts

Samples: Indemnification Agreement (Gener8 Maritime, Inc.), Indemnification Agreement (Gener8 Maritime, Inc.), Indemnification Agreement (Gener8 Maritime, Inc.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and

Appears in 4 contracts

Samples: Indemnification Agreement (Celator Pharmaceuticals Inc), Indemnification Agreement (Agile Therapeutics Inc), Indemnification Agreement (Camp Nine, Inc.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses Expenses (as defined below) on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;.

Appears in 4 contracts

Samples: Indemnification Agreement (Spartan Acquisition Corp. III), Indemnification Agreement (Spartan Acquisition Corp. III), Indemnification Agreement (Black Mountain Acquisition Corp.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons serving the Company and/or an Enterprise (as defined below) to the fullest extent permitted by applicable law (as described in Section 7(b) hereof) so that they will serve or continue to serve the Company and/or the Enterprise free from undue concern that they will not be so protected against liabilitiesindemnified;

Appears in 4 contracts

Samples: Executive Employment Agreement (Lee Samuel Sang-Bum), Indemnification Agreement (Prospect Medical Holdings Inc), Indemnification Agreement (Prospect Medical Holdings Inc)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses Expenses on behalf of, of such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;

Appears in 3 contracts

Samples: Indemnification Agreement (Tortoise Acquisition Corp.), Indemnification Agreement (Hyliion Holdings Corp.), Form of Indemnification Agreement (Tortoise Acquisition Corp.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified in the future;

Appears in 3 contracts

Samples: Indemnification Agreement (AV Homes, Inc.), Indemnification Agreement (CVRx, Inc.), Indemnification Agreement (Supervalu Inc)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified or receive advancement of expenses;

Appears in 3 contracts

Samples: Form Indemnification and Advancement Agreement (Custom Truck One Source, Inc.), Indemnification and Advancement Agreement (AquaBounty Technologies, Inc.), Indemnification and Advancement Agreement (AquaBounty Technologies, Inc.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, indemnify and hold harmless, exonerate harmless and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;.

Appears in 3 contracts

Samples: Indemnity Agreement (Spansion Inc.), Indemnity Agreement (Spansion Inc.), Form of Indemnity Agreement (Advanced Micro Devices Inc)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, indemnify such persons to the fullest extent permitted by applicable law so that they he will serve or continue to serve the Company free from undue concern that they he will not be so protected against liabilities;indemnified; and

Appears in 3 contracts

Samples: Indemnification Agreement (National General Holdings Corp.), Indemnification Agreement (Amtrust Financial Services, Inc.), Indemnification Agreement (Maiden Holdings, Ltd.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such indemnify persons serving it in a Corporate Capacity to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company in such status free from undue concern that they will not be so protected against liabilitiesindemnified;

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)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve for or on behalf of the Company free from undue concern that they will not be so protected against liabilitiesindemnified;

Appears in 3 contracts

Samples: Form of Indemnification Agreement (Schiff Nutrition International, Inc.), Indemnification Agreement (Weider Nutrition International Inc), Indemnification Agreement (Schiff Nutrition International, Inc.)

WHEREAS. it is reasonable, reasonable and prudent and necessary for the Company contractually to obligate itself confirm that the Company is obligated to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;protected; and

Appears in 3 contracts

Samples: Indemnification Agreement (Venture Lending & Leasing V, Inc.), Indemnification Agreement (Venture Lending & Leasing Iv Inc), Indemnity Agreement (CSX Corp)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law and the Certificate of Incorporation so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;

Appears in 3 contracts

Samples: Indemnity Agreement (Murphy Canyon Acquisition Corp.), Indemnity Agreement (Parsec Capital Acquisitions Corp.), Form of Indemnity Agreement (Alset Capital Acquisition Corp.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;liabilities; US-DOCS\127251117.4

Appears in 3 contracts

Samples: Indemnity Agreement (VMG Consumer Acquisition Corp.), Indemnity Agreement (VMG Consumer Acquisition Corp.), Indemnity Agreement (VMG Consumer Acquisition Corp.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself contractually to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesregarding the abovementioned litigation costs and risks;

Appears in 3 contracts

Samples: Indemnification Agreement (SeaSpine Holdings Corp), Indemnification Agreement (Integra Lifesciences Holdings Corp), Indemnification Agreement (Integra Lifesciences Holdings Corp)

WHEREAS. it is reasonable, reasonable and prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law law, regardless of any amendment or revocation of the Bylaws, so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and

Appears in 3 contracts

Samples: Officer Indemnification Agreement (Fusion Pharmaceuticals Inc.), Indemnification Agreement (Vigil Neuroscience, Inc.), Officer Indemnification Agreement (Nuvalent, Inc.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law law, as a supplement to and in furtherance of Article VIII of the Certificate of Incorporation of the Company, so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified.

Appears in 3 contracts

Samples: Indemnity Agreement (Visa Inc.), Indemnity Agreement (Visa Inc.), Indemnity Agreement (Visa Inc.)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance pay expenses on behalf of, such persons of directors to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;

Appears in 3 contracts

Samples: Indemnification Agreement (Storage Technology Corp), Form of Indemnification Agreement (Omrix Biopharmaceuticals, Inc.), Form of Indemnification Agreement (Fisher Scientific International Inc)

WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; ​

Appears in 3 contracts

Samples: Indemnification Agreement (ClearSign Technologies Corp), Indemnification and Advancement Agreement (ACE Convergence Acquisition Corp.), Indemnification Agreement (Ecolab Inc.)

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