Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.
Appears in 70 contracts
Samples: Indemnification Agreement (Peabody Energy Corp), Indemnification Agreement (Artelo Biosciences, Inc.), Indemnification Agreement (Artelo Biosciences, Inc.)
Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by Indemniteethe Indemnitee and not by way of defense, except with respect to an action, suit proceedings specifically authorized by the Board or proceeding brought to establish or enforce a right to indemnification (which shall and/or advancement of expenses arising under this Agreement, the charter documents of the Company or any subsidiary or any statute or law or otherwise, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors of the Corporation.finds it to be appropriate; or
Appears in 68 contracts
Samples: Indemnification Agreement (Bannix Acquisition Corp.), Indemnity Agreement (Selectis Health, Inc.), Indemnification Agreement (CaliberCos Inc.)
Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by Indemniteethe Indemnitee and not by way of defense, except with respect to an action, suit proceedings specifically authorized by the Board or proceeding brought to establish or enforce a right to indemnification (which shall and/or advancement of expenses arising under this Agreement, the charter documents of the Company or any subsidiary, or any statute or law or otherwise, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors of the Corporation.finds it to be appropriate; or
Appears in 41 contracts
Samples: Share Exchange Agreement (Peregrine Industries Inc), Agreement and Plan of Merger (Synergy CHC Corp.), Indemnification Agreement (Yubo International Biotech LTD)
Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by Indemniteethe Indemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law or otherwise as required under Section 145, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors of the Corporation.finds it to be appropriate; or
Appears in 38 contracts
Samples: Indemnification Agreement (Lionheart III Corp), Indemnity Agreement, Indemnity Agreement (Digital Brands Group, Inc.)
Claims Initiated by Indemnitee. To indemnify or advance expenses Expenses to the Indemnitee with respect to an action, suit Proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by Indemniteethe Indemnitee and not by way of defense, except with respect to an action, suit or proceeding Proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law, but such indemnification or advancement of Expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors has approved the initiation or bringing of the Corporation.such suit;
Appears in 15 contracts
Samples: Indemnification Agreement (China Biologic Products Holdings, Inc.), Indemnification Agreement (One Horizon Group, Inc.), Indemnification Agreement (One Horizon Group, Inc.)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b) of this Agreement), Indemnitee unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the CorporationCompany.
Appears in 14 contracts
Samples: Indemnification Agreement (Hampshire Group LTD), Indemnification Agreement (Hampshire Group LTD), Indemnification Agreement (Hampshire Group LTD)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding a Proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding a Proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section Sections 6(b) and 8(b) of this Agreement), unless such action, suit or proceeding Proceeding (or part thereof) was authorized or consented to by the Board of Directors of the CorporationCorporation or the Proceeding was commenced following a Change of Control.
Appears in 10 contracts
Samples: Form of Indemnification Agreement (Tuesday Morning Corp/De), Indemnification Agreement (Crossfirst Bankshares, Inc.), Form of Indemnification Agreement (Layne Christensen Co)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law or otherwise as required under Section 145 of the DGCL, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Company in specific cases if its Board of Directors has approved the initiation or bringing of the Corporation.such suit; or
Appears in 10 contracts
Samples: Indemnification Agreement (Superior Industries International Inc), Indemnification Agreement (Pacific Sports Exchange Inc.), Indemnification Agreement (Waitr Holdings Inc.)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or a proceeding (or part thereof) initiated or brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit or proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was brought to enforce a right to indemnification under this Agreement and except with respect to a proceeding (or part thereof) authorized or consented to by the Board board of Directors directors of the Corporation.Company; or
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 (Telkonet Inc)
Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by Indemniteethe Indemnitee and not by way of defense, except with respect to an action, suit proceedings specifically authorized by the Board or proceeding brought to establish or enforce a right to indemnification (which shall and/or advancement of Expenses arising under this Agreement, the charter documents of the Company or any Subsidiary or any statute or law or otherwise, but such indemnification or advancement of Expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors of the Corporation.finds it to be appropriate; or
Appears in 9 contracts
Samples: Employment Agreement (Nac Global Technologies, Inc.), Indemnity Agreement (xG TECHNOLOGY, INC.), Indemnity Agreement (NXT-Id, Inc.)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions or advancement of Section 8(b) of expenses under this Agreement), any other agreement, any insurance policy, the Articles, the By-laws, any law or otherwise, unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the CorporationBoard.
Appears in 8 contracts
Samples: Indemnification Agreement (Simmons First National Corp), Indemnification Agreement (Simmons First National Corp), Indemnification Agreement (Simmons First National Corp)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law or otherwise as required under Section 145 of the DGCL, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors has approved the initiation of the Corporation.such suit; or
Appears in 7 contracts
Samples: Indemnification Agreement (Eagle Pharmaceuticals, Inc.), Indemnification Agreement (Eagle Pharmaceuticals, Inc.), Indemnification Agreement (Evergreen Solar Inc)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b7(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the CorporationCompany.
Appears in 6 contracts
Samples: Indemnification Agreement (Remy International, Inc.), Form of Indemnification Agreement (New Remy Holdco Corp.), Indemnification Agreement (Remy International, Inc.)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors has approved the initiation or bringing of the Corporation.such suit; or
Appears in 6 contracts
Samples: Indemnification Agreement (Altera Corp), Indemnification Agreement (Skillsoft Public Limited Co), Indemnification Agreement (Skillsoft Public Limited Co)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law or otherwise as required under Section 145 of the DGCL, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors has approved the initiation or bringing of the Corporation.such suit; or
Appears in 6 contracts
Samples: Indemnification Agreement (Homeaway Inc), Form of Indemnification Agreement (Kanbay International Inc), Form of Indemnification Agreement (Advanced Life Sciences Holdings, Inc.)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or any proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or a proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b7(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the CorporationCompany.
Appears in 6 contracts
Samples: Indemnification Agreement (National CineMedia, Inc.), Indemnification Agreement (Dynamic Materials Corp), Form of Indemnification Agreement (National CineMedia, Inc.)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors has approved the initiation or bringing of the Corporationsuch suit.
Appears in 5 contracts
Samples: Indemnification Agreement (American Shared Hospital Services), Indemnification Agreement (Mercury Interactive Corporation), Form of Indemnification Agreement (Sharper Image Corp)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the CorporationCompany.
Appears in 5 contracts
Samples: Indemnification Agreement (Western Alliance Bancorporation), Indemnification Agreement (Mosaic Co), Indemnification Agreement (Fuqi International, Inc.)
Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee in connection with respect to an action, suit or proceeding (or part thereof) any Proceeding initiated by IndemniteeIndemnitee unless the Company has joined in, except with respect or the Board has consented to, the initiation of such Proceeding, or the Proceeding is one to an action, suit or proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b) of rights under this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.;
Appears in 4 contracts
Samples: Indemnity Agreement (Aspen Exploration Corp), Isonics Corporation Indemnity Agreement (Isonics Corp), Indemnity Agreement (Versant Corp)
Claims Initiated by Indemnitee. To indemnify or advance expenses Expenses to Indemnitee with respect to an action, suit or proceeding a Proceeding (or part thereof) initiated by IndemniteeIndemnitee without the consent or authorization of the Board of Directors of the Company or Holdco, except with respect to an action, suit or proceeding a Proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b7(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.
Appears in 4 contracts
Samples: Indemnification Agreement (Actavis PLC), Indemnification Agreement (Warner Chilcott LTD), Indemnification Agreement (Actavis PLC)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except as expressly contemplated by this Agreement, with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law or otherwise as required under Section 145 of the DGCL, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors has approved the initiation of the Corporation.such suit; or
Appears in 4 contracts
Samples: Indemnification Agreement (Twin Vee PowerCats, Co.), Indemnification Agreement (Forza X1, Inc.), Form of Indemnification Agreement (DERMAdoctor, LLC)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b8(c) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the CorporationCompany.
Appears in 4 contracts
Samples: Indemnification Agreement (Antares Pharma, Inc.), Indemnification Agreement (Antares Pharma, Inc.), Indemnification Agreement (Antares Pharma, Inc.)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to in writing by the Board of Directors of the Corporation.;
Appears in 3 contracts
Samples: Indemnification Agreement (Agilysys Inc), Indemnification Agreement (Vail Resorts Inc), Indemnification Agreement (DENTSPLY SIRONA Inc.)
Claims Initiated by Indemnitee. To indemnify or advance expenses Expenses to Indemnitee with respect to an action, suit Proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit or proceeding Proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law or otherwise as required under Section 317 of the Code, but such indemnification or advancement of Expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Bank in specific cases if the Board has approved the initiation or bringing of Directors of the Corporationsuch Proceeding.
Appears in 3 contracts
Samples: Indemnification Agreement (1st Pacific Bancorp), Indemnification Agreement (Gateway Pacific Bancorp), Indemnification Agreement (Gateway Pacific Bancorp)
Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by Indemniteethe Indemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law or otherwise as required under Section 8, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors of the Corporation.finds it to be appropriate; or
Appears in 3 contracts
Samples: Indemnity Agreement (Indoor Harvest Corp), Indemnity Agreement (Indoor Harvest Corp), Indemnity Agreement (Indoor Harvest Corp)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding (or part thereof) initiated voluntarily by Indemnitee, Indemnitee (except with respect to any compulsory counterclaim brought by Indemnitee or an action, suit or proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions or advancement of Section 8(b) of expenses under this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the CorporationCompany.
Appears in 2 contracts
Samples: Indemnification Agreement (ClubCorp Holdings, Inc.), Indemnification Agreement (University Club, Inc. (FL))
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the CorporationBoard.
Appears in 2 contracts
Samples: Indemnification Agreement (Intest Corp), Indemnification Agreement (Patriot Coal CORP)
Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by Indemniteethe Indemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement, the Certificate, the Bylaws, D&O Insurance, any statute or law or otherwise as required under Section 145 as provided in Section 8(f)(i), but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors of the Corporation.finds it to be appropriate; or
Appears in 2 contracts
Samples: Indemnification Agreement (Forestar Group Inc.), Indemnification Agreement (Forestar Group Inc.)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the CorporationDirectors.
Appears in 2 contracts
Samples: Indemnification Agreement (Dun & Bradstreet Corp/Nw), Indemnification Agreement (American Capital, LTD)
Claims Initiated by Indemnitee. To indemnify or advance expenses Expenses to Indemnitee with respect to an action, suit or proceeding Action (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding Action brought to establish or enforce a right to indemnification (which shall be governed by the provisions or advancement of Section 8(b) of this Agreement)Expenses, unless such action, suit or proceeding Action (or part thereof) was authorized by, consented to, or consented to ratified by the Board of Directors of the Corporation.
Appears in 2 contracts
Samples: Indemnification Agreement (Cheesecake Factory Inc), Indemnification Agreement (Cheesecake Factory Inc)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any applicable statute or law, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors has approved the initiation or bringing of the Corporation.such suit; or
Appears in 2 contracts
Samples: Indemnification Agreement (Aei), Indemnification Agreement (Aei)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b6(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.
Appears in 2 contracts
Samples: Indemnification Agreement (Evercore Partners Inc.), Indemnification Agreement (Mastercard Inc)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or a proceeding (or part thereofof a proceeding) initiated or brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit a proceeding (or proceeding part of a proceeding) brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b) of under this Agreement), unless such action, suit Agreement or proceeding (or part thereof) was as authorized or consented to by the Board board of Directors directors of the Corporation.Company; or
Appears in 2 contracts
Samples: Indemnification Agreement (NewPage Holding CORP), Indemnification Agreement (NewPage Group Inc.)
Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by Indemniteethe Indemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law or otherwise as required under Chapter 78, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors of the Corporation.finds it to be appropriate; or
Appears in 2 contracts
Samples: Indemnification Agreement (Youticket Com Inc), Indemnification Agreement (Youticket Com Inc)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding a Proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding a Proceeding brought to establish or enforce a right to indemnification pursuant to Section 5(b) (which shall be governed by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding Proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.
Appears in 2 contracts
Samples: Indemnification Agreement (Pyxus International, Inc.), Indemnification Agreement (Pyxus International, Inc.)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit (a) proceedings specifically authorized by the Board or proceeding (b) (subject to the provisions of Section 6.2 and Section 8.8) proceedings brought by Indemnitee to establish or enforce a right to indemnification (which shall be governed by the provisions and/or advancement of Section 8(b) of expenses arising under this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors charter documents of the Corporation.Company or any subsidiary or any statute or law; or
Appears in 2 contracts
Samples: Indemnity Agreement (Broncus Technologies Inc/Ca), Indemnity Agreement (Asthmatx Inc)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding a Claim (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding a Claim brought to establish or enforce a right to indemnification (which shall will be governed by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.
Appears in 2 contracts
Samples: Form of Indemnification Agreement (Evolving Systems Inc), Board Observer Agreement (Evolving Systems Inc)
Claims Initiated by Indemnitee. To indemnify or advance expenses Expenses to the Indemnitee with respect to an action, suit Proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by Indemniteethe Indemnitee and not by way of defense, except with respect to an action, suit or proceeding Proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law or otherwise as required under Section 145, but such indemnification or advancement of Expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors of the Corporation.finds it to be appropriate; or
Appears in 2 contracts
Samples: Indemnity Agreement (Chaparral Energy, Inc.), Indemnity Agreement (Chaparral Energy, Inc.)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding Action (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding Action brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b6(b)) or advancement of this Agreement)expenses, unless such action, suit or proceeding Action (or part thereof) was authorized or consented to by the Board of Directors of the CorporationDirectors.
Appears in 2 contracts
Samples: Indemnification Agreement (Directv), Indemnification Agreement (Directv)
Claims Initiated by Indemnitee. To indemnify or advance expenses Expenses to Indemnitee with respect to an action, suit or proceeding any Proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding Proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b7(b) of this Agreement), unless such action, suit or proceeding Proceeding (or part thereof) was authorized or consented to by the Board of Directors of the CorporationCorporation or the Proceeding was commenced following a Change of Control.
Appears in 1 contract
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defence, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law or otherwise as required under Part 5, Division 5 of Act, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors of the Corporation.finds it to be appropriate;
Appears in 1 contract
Claims Initiated by Indemnitee. To indemnify or advance expenses Expenses to Indemnitee with respect to an action, suit or proceeding any Proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding Proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b6(b) of this Agreement), unless such action, suit or proceeding Proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.
Appears in 1 contract
Claims Initiated by Indemnitee. To indemnify or advance expenses to an Indemnitee with respect to an action, suit Claims initiated or proceeding (or part thereof) initiated brought voluntarily by Indemniteethe Indemnitee and not by way of defense, except (i) with respect to an action, suit actions or proceeding proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company’s Memorandum of Association or Articles of Association now or hereafter in effect relating to Claims for Indemnification Events, or (which shall be governed by the provisions of Section 8(bii) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by in specific cases if the Board has approved the initiation or bringing of Directors of the Corporation.such Claim;
Appears in 1 contract
Samples: Indemnification Agreement (LianBio)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or a proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or a proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b) of this Agreement), or unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.
Appears in 1 contract
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b8(d) of this Agreement)hereof, unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.;
Appears in 1 contract
Samples: Indemnification Agreement (Network 1 Technologies Inc)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b11(c) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.Company;
Appears in 1 contract
Samples: Form of Indemnification Agreement (China Clean Energy Inc)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to in writing by the Board of Directors of the Corporation.; (b)
Appears in 1 contract
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an any action, suit or proceeding (or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an any action, suit or proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Agreement (which shall be governed by the provisions of Section 8(b) of this Agreementhereof), unless but such action, suit indemnification or proceeding (or part thereof) was authorized or consented to advancement of expenses may be provided by the Board Company in specific cases if the Company’s board of Directors of the Corporation.directors finds it to be appropriate;
Appears in 1 contract
Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by Indemniteethe Indemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law or otherwise as required under Section 317, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors of the Corporation.finds it to be appropriate; or
Appears in 1 contract
Samples: Indemnification Agreement (Kani Inc)
Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by Indemniteethe Indemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law or otherwise as required under Section 145, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in Specific cases if the Board of Directors of the Corporation.finds it to be appropriate; or
Appears in 1 contract
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law or otherwise as required under § 78.7502 of the NRS, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors has approved the initiation or bringing of the Corporation.such suit; or
Appears in 1 contract
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an actionactions, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any applicable law, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors of the Corporation.finds it to be appropriate;
Appears in 1 contract
Samples: Form of Indemnification Agreement (Stevanato Group S.p.A.)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit (a) proceedings specifically authorized by the Board or proceeding (b) (subject to the provisions of Section 8.8) proceedings brought by Indemnitee to establish or enforce a right to indemnification (which shall be governed by the provisions and/or advancement of Section 8(b) of expenses arising under this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors charter documents of the Corporation.Company or any subsidiary or any statute or law; or
Appears in 1 contract
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding (or part thereof) ), however denominated, initiated by Indemnitee, except with respect to an action, suit or proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Agreement (which shall be governed by the provisions of Section 8(b6(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the CorporationCompany.
Appears in 1 contract
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding a Proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding a Proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section Sections 6(b) and 8(b) of this Agreement), unless such action, suit or proceeding Proceeding (or part thereof) was authorized or consented to by the Board of Directors of the CorporationCompany or the Proceeding was commenced following a Change in Control.
Appears in 1 contract
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b) of this Agreement), or unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.
Appears in 1 contract
Claims Initiated by Indemnitee. To indemnify or advance expenses Expenses to Indemnitee with respect to an action, suit or proceeding Action (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding Action brought to establish or enforce a right to indemnification (which shall be governed by the provisions or advancement of Section 8(b) of this Agreement)Expenses, unless such action, suit or proceeding Action (or part thereof) was authorized by, consented to, or consented to ratified by the Board of Directors of the CorporationDirectors.
Appears in 1 contract
Samples: Indemnification Agreement (Ensysce Biosciences, Inc.)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall as provided in Section 14 hereto, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors has approved the initiation or bringing of the Corporation.such suit; or
Appears in 1 contract
Samples: And Officer Indemnification Agreement (Booz Allen Hamilton Holding Corp)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or a proceeding (or part thereofof a proceeding) initiated or brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit a proceeding (or proceeding part of a proceeding) brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b) of under this Agreement), unless such action, suit Agreement or proceeding (or part thereof) was as authorized or consented to by the Board board of Directors directors of the Corporation.LP; or
Appears in 1 contract
Samples: Form of Indemnification Agreement (Tiptree Financial Partners, L.P.)
Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to an action, suit proceedings or proceeding claims initiated or brought voluntarily by the Indemnitee and not by way of defense ("defense" includes contribution or part thereof) initiated by Indemniteeindemnification or proceedings to enforce proportionate fault rules where applicable), except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law or otherwise, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors of the Corporation.finds it to be appropriate; or
Appears in 1 contract
Samples: Indemnity Agreement (Imation Corp)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding (or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to in writing by the Board of Directors of the Corporation.Company;
Appears in 1 contract
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding (or part thereof) initiated voluntarily by Indemnitee, except with respect to any compulsory counterclaim brought by Indemnitee or an action, suit or proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions or advancement of Section 8(b) of expenses under this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the CorporationCompany.
Appears in 1 contract
Samples: Indemnification Agreement (Associated Materials Group, Inc.)
Claims Initiated by Indemnitee. To indemnify or advance expenses to ------------------------------ Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law or otherwise as required under applicable law, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors of the Corporation.finds it to be appropriate; or
Appears in 1 contract
Claims Initiated by Indemnitee. To indemnify or advance expenses Expenses to Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by IndemniteeIndemnitee and not by way of defense, except (i) with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law, (which shall be governed by the provisions of Section 8(bii) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by in specific cases if the Board of Directors has approved the initiation or bringing of such proceedings or claims or (iii) as otherwise required under Section 145 of the Corporation.Delaware General Corporation Law;
Appears in 1 contract
Samples: Indemnification Agreement (Ceva Inc)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by Indemnitee, including those brought against the Bank or its directors, officers, employees, agents or other indemnitees, and not by way of defense, except with respect to an action, suit or proceeding proceedings brought to establish or enforce a right to indemnification (which shall under this Agreement or any other statute or law, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Bank in specific cases if the Board of Directors of the Corporation.finds it to be appropriate; or
Appears in 1 contract
Samples: Indemnification Agreement (First Community Bancshares Inc /Nv/)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding a Proceeding (or part thereof) initiated by Indemnitee, Indemnitee (except with respect to an action, suit or proceeding brought to establish or enforce a right to indemnification (which shall be governed by the provisions of Section 8(bas provided in Sections 5(c) of this Agreementand 5(e) herein), unless such action, suit or proceeding Proceeding (or part thereof) was authorized or consented to by the Board of Directors of the CorporationCompany.
Appears in 1 contract
Samples: Director and Officer Indemnification Agreement (Garmin LTD)
Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to an action, suit proceedings or proceeding (claims initiated or part thereof) initiated brought voluntarily by Indemniteethe Indemnitee and not by way of defense, except with respect to an action, suit proceedings specifically authorized by the Board or proceeding brought to establish or enforce a right to indemnification (which shall and/or advancement of expenses arising under this Agreement, the charter documents of the Company or any statute or law or otherwise, but such indemnification or advancement of expenses may be governed provided by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part thereof) was authorized or consented to by Company in specific cases if the Board of Directors of the Corporation.finds it to be appropriate; or
Appears in 1 contract
Samples: Indemnity Agreement (Computer Programs & Systems Inc)
