Indemnifiable Matter definition
Indemnifiable Matter means any event, occurrence, status, or condition that takes place either prior to or after the execution of this Agreement, including any threatened, pending, or completed action, suit, proceeding or alternative dispute resolution activity, whether brought by or in the right of the Corporation or otherwise and whether of a civil, criminal, administrative, or investigative nature, in which Indemnitee was, is, or believes might be involved as a party, witness, or otherwise (except any of the foregoing initiated by Indemnitee pursuant to Section 16(a) to enforce Indemnitee’s rights under this Agreement), by reason of the fact, in whole or in part, that Indemnitee is or was actually or allegedly a director, officer, agent, or advisor of the Corporation; by reason of any action actually or allegedly taken by him or of any inaction or omission on his part while acting as a director, officer, agent, or advisor of the Corporation; by reason of the registration, offer, sale, purchase, or ownership of any securities of the Corporation; by reason of any duty owed to, respecting, or in connection with the Corporation; or by reason of the fact, in whole or in part, that he is or was actually or allegedly serving at the request of the Corporation as a director, officer, employee, agent, or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, in each case whether or not he is acting or serving in any such capacity at the time any loss, liability, or expense is incurred for which indemnification or reimbursement can be provided under this Agreement and even though Indemnitee may have ceased to serve in such capacity.
Indemnifiable Matter has the meaning set forth in Section 7.1(b).
Indemnifiable Matter means a claim by or on behalf of a shareholder or former shareholder of the Company alleging, in substance, that Seller's entry into and performance of this Purchase Agreement breached a fiduciary or substantially similar obligation owed to such person (a "Fiduciary Duty Claim"); provided, however, (i) no matter shall constitute and Indemnifiable Matter -------- ------- unless the Tender Offer is not completed (regardless of the reason therefor), and (ii) a claim shall not constitute an Indemnifiable Matter if it is accompanied by the assertion of other causes of action that do not constitute a Fiduciary Duty Claim (including without limiting the generality of the foregoing a claim founded on alleged misrepresentations or omissions or other misconduct by Seller in advising a brokerage client).
Examples of Indemnifiable Matter in a sentence
If, at the time of the receipt of an application for indemnification pursuant to Section 2 hereof or a request for advances of Losses pursuant to Section 5 hereof, the Corporation has director and officer liability insurance in effect, the Corporation shall give prompt notice of the commencement of such Indemnifiable Matter to the insurers in accordance with the procedures set forth in the respective policies.
Losses (other than judgments, penalties, fines, and settlements) incurred by Indemnitee shall be paid by the Corporation, in advance of the final disposition of the Indemnifiable Matter, within 10 days after receipt of Indemnitee’s written request accompanied by substantiating documentation.
The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Indemnifiable Matter in accordance with the terms of such policies.
Indemnitee shall be entitled to employ and be reimbursed for the fees and disbursements of counsel separate from that chosen by any other person or persons whom the Corporation is obligated to indemnify with respect to the same or any related or similar Indemnifiable Matter.
The Corporation shall not settle any Indemnifiable Matter in any manner that would impose any penalty or limitation on Indemnitee’s rights under this Agreement without Indemnitee’s written consent.
More Definitions of Indemnifiable Matter
Indemnifiable Matter has the meaning set forth in Section 13.4(d) of this Agreement.
Indemnifiable Matter is defined in Section 6.2(a).
Indemnifiable Matter means any event, occurrence, status, or condition that
Indemnifiable Matter means, with respect to claims against Seller, those items listed in Section 16.1 (a) and (b) and, with respect to claims against Buyer, those items listed in Section 16.2(a) and (b).
Indemnifiable Matter has the meaning set forth in Section10.3(a). “Indemnified Party” has the meaning set forth in Section 10.3(b). “Indemnifying Party” has the meaning set forth in Section 10.3(b).
Indemnifiable Matter means any event, occurrence, status, or condition that takes place either prior to or after the execution of this Agreement, including any inquiry, examination, audit, investigation, review or inspection, or any threatened, pending, or completed action, suit, proceeding, or alternative dispute resolution activity, whether brought by or in the right of the Corporation or otherwise and whether of a civil, criminal, administrative, or investigative nature, in which Indemnitee was, is, or believes might be involved as a party, witness, or otherwise, related to or arising out of, in whole or in part, (i) any act, failure to act, statement, omission, transaction, fact, circumstance, or event related to or connected with Indemnitee's association with, on behalf of, or by the Corporation, including association in connection with Indemnitee's being an investor or having a financial interest, directly or indirectly, in the Corporation, (ii) the fact that Indemnitee is or was a director of the Corporation, (iii) Indemnitee's actual or alleged participation in the management or direction of the Corporation as a director or in any other capacity, (iv) Indemnitee's actual or alleged performance of services for, or acting in any capacity with respect to the Corporation, including the provision of services, advice, or other assistance of any kind to the Corporation whether or not construed to be legal assistance or advice, (v) any matter covered or encompassed by the ▇▇▇▇▇▇▇▇▇ Firm Indemnification, and (vi) Indemnitee being a person described in Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934, even though Indemnitee may have ceased to be associated with the Corporation in any capacity, save and except only any matters for which indemnification is actually provided under the Director Indemnification or under the Articles, the Corporation's bylaws, any policy or policies of directors' and officers' liability insurance, any other agreement, any vote of stockholders or disinterested directors, and any applicable and controlling law, statute, rule, decision, or finding, at common law or otherwise, under any theory or form, at law or in equity.
Indemnifiable Matter means any Proceeding in which the Indemnitee was, is or will be involved as a Party, witness or otherwise by reason of Indemnitee’s Corporate Status, by reason of any acts or omissions on his part while acting as an officer or director of such Company, or by reason of the fact that he is or was serving as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary of any other Enterprise, in each case whether or not serving in such capacity at the time any Expense, judgment, fine or amount paid in settlement is incurred for which indemnification, reimbursement, or advancement of Expenses can be provided under this Agreement.