Common use of Claims Initiated by Indemnitee Clause in Contracts

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the General Corporation Law of Delaware or (iv) the proceeding is brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145;

Appears in 48 contracts

Samples: Indemnity Agreement (Qualcomm Inc/De), Separation Agreement and Release (Ocz Technology Group Inc), Indemnity Agreement (Nano Vibronix, Inc.)

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Claims Initiated by Indemnitee. To indemnify or advance expenses Expenses to the Indemnitee with respect to proceedings Proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, with a reasonable allocation where appropriate, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding Proceeding was authorized by the Board, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the General Corporation Law of Delaware or (iv) the proceeding Proceeding is brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145145 in advance of a final determination;

Appears in 35 contracts

Samples: Form of Indemnity Agreement (Marchex Inc), Indemnity Agreement (Adomani, Inc.), Form of Indemnification Agreement (Daegis Inc.)

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the General Corporation Law of Delaware or (iv) the proceeding is brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145;.

Appears in 35 contracts

Samples: Indemnity Agreement (3com Corp), Indemnity Agreement (Intellisync Corp), Indemnity Agreement (Jamba, Inc.)

Claims Initiated by Indemnitee. To indemnify or advance expenses Expenses to the Indemnitee with respect to proceedings Proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, with a reasonable allocation where appropriate, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding Proceeding was authorized by the Board, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the General Corporation Law of the State of Delaware or (iv) the proceeding Proceeding is brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145145 in advance of a final determination;

Appears in 15 contracts

Samples: Form of Indemnification Agreement (Pan American Goldfields LTD), Form of Indemnification Agreement (Axiom Oil & Gas Corp.), Form of Indemnification Agreement (Axiom Oil & Gas Corp.)

Claims Initiated by Indemnitee. To indemnify or advance expenses ------------------------------ to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the General Corporation Law of Delaware or (iv) the proceeding is brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145;.

Appears in 8 contracts

Samples: Indemnity Agreement (Salon Internet Inc), Indemnity Agreement (Pacific Gateway Exchange Inc), Indemnity Agreement (Telocity Delaware Inc)

Claims Initiated by Indemnitee. To indemnify or advance ------------------------------ expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the General Corporation Law of Delaware or (iv) the proceeding is brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145;.

Appears in 4 contracts

Samples: Indemnity Agreement (PSW Technologies Inc), Indemnity Agreement (Extricity Inc), Indemnity Agreement (DSP Technology Inc)

Claims Initiated by Indemnitee. To indemnify or advance expenses Expenses to the Indemnitee with respect to proceedings Proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, with a reasonable allocation where appropriate, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding Proceeding was authorized by the Board, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the General Corporation Law of Delaware Delaware, or (iv) the proceeding Proceeding is brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145145 in advance of a final determination;

Appears in 4 contracts

Samples: Indemnification Agreement (Sabre Corp), Indemnification Agreement (Sabre Corp), Indemnification Agreement (Sabre Corp)

Claims Initiated by Indemnitee. To indemnify or advance expenses Expenses to the Indemnitee with respect to proceedings Proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, with a reasonable allocation where appropriate, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding Proceeding was authorized by the Board, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the General Corporation Law of Delaware or (iv) the proceeding Proceeding is brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145145 of the General Corporation Law of Delaware in advance of a final determination;

Appears in 3 contracts

Samples: Limited Partnership Agreement (Premier, Inc.), Indemnification Agreement (Premier, Inc.), Form of Indemnification Agreement (Premier, Inc.)

Claims Initiated by Indemnitee. To indemnify or advance expenses Expenses to the Indemnitee with respect to proceedings Proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense(including cross actions), unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding Proceeding was authorized by the Board, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the General Corporation Law of Delaware or (iv) the proceeding Proceeding is brought pursuant to Section 8 specifically to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145145 in advance of a final determination, in which case the fees-on-fees provision in Section 8(e) shall control;

Appears in 3 contracts

Samples: Indemnification Agreement (Lumentum Holdings Inc.), Indemnification Agreement (Lumentum Holdings Inc.), Indemnification Agreement (JDS Uniphase Corp /Ca/)

Claims Initiated by Indemnitee. To indemnify or advance expenses to ------------------------------ the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the General Corporation Law of Delaware or (iv) the proceeding is brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145;.

Appears in 2 contracts

Samples: Indemnity Agreement (Extreme Networks Inc), Indemnity Agreement (Firstamerica Automotive Inc /De/)

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the General Corporation Law of Delaware Nevada Revised Statutes or (iv) the proceeding is brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145the Indemnification Sections;

Appears in 2 contracts

Samples: Indemnity Agreement (Solar Enertech Corp), Indemnity Agreement (Kreido Biofuels, Inc.)

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the General Corporation Law of the State of Delaware or (iv) the proceeding is brought to establish or enforce a right to indemnification or advancement of expenses under this Agreement or any other statute or law or otherwise as required under Section 145;

Appears in 2 contracts

Samples: Indemnity Agreement (Regal Entertainment Group), Indemnity Agreement (Regal Entertainment Group)

Claims Initiated by Indemnitee. To to indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the General Corporation Law of Delaware or (iv) the proceeding is brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145;

Appears in 1 contract

Samples: Indemnity Agreement (Zhone Technologies Inc)

Claims Initiated by Indemnitee. To indemnify or advance expenses Expenses to the Indemnitee with respect to proceedings Proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, with a reasonable allocation where appropriate, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding Proceeding (or part thereof) was authorized by the Board, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the General Corporation Law of Delaware or (iv) the proceeding Proceeding is brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145otherwise;

Appears in 1 contract

Samples: Indemnity Agreement (Extreme Networks Inc)

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings Proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, unless (iw) such indemnification is expressly required to be made by law, (iix) the proceeding Proceeding was authorized by the Board, (iiiy) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the General Corporation Delaware Law of Delaware or (ivz) the proceeding Proceeding is brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145145 of the Delaware Law;

Appears in 1 contract

Samples: Indemnification Agreement (SentiSearch, Inc.)

Claims Initiated by Indemnitee. To indemnify or advance expenses Expenses to the Indemnitee with respect to proceedings Proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, with a reasonable allocation where appropriate, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding Proceeding was authorized by the Board, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the General Corporation Law of Delaware or (iv) the proceeding Proceeding is brought specifically to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145otherwise;

Appears in 1 contract

Samples: Indemnification Agreement (GT Biopharma, Inc.)

Claims Initiated by Indemnitee. To indemnify or advance expenses Expenses to the Indemnitee with respect to proceedings Proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the General Corporation Law of Delaware or (iv) the proceeding is brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145;

Appears in 1 contract

Samples: Indemnity Agreement (Trident Microsystems Inc)

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Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the General Corporation Corporations Law of Delaware or (iv) the proceeding is brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145;.

Appears in 1 contract

Samples: Indemnity Agreement (Oak Technology Inc)

Claims Initiated by Indemnitee. To indemnify or advance ------------------------------ expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the General Corporation Law of Delaware or (iv) the proceeding is brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145;

Appears in 1 contract

Samples: Indemnity Agreement (Zhone Technologies Inc)

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the General Corporation Law of Delaware CBCA, or (iv) the proceeding is brought to establish or enforce a right to indemnification or advancement of expenses under this Agreement or any other statute or law or otherwise as required under Section 145statute;

Appears in 1 contract

Samples: Indemnity Agreement (New Frontier Media Inc)

Claims Initiated by Indemnitee. To indemnify or advance expenses ------------------------------ to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the General Corporation Law of Delaware or (iv) the proceeding is brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145;

Appears in 1 contract

Samples: Indemnity Agreement (Pcorder Com Inc)

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the General Corporation Law of Delaware or (iv) subject to Section 9(b), the proceeding is brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145;

Appears in 1 contract

Samples: Indemnity Agreement (Facet Biotech Corp)

Claims Initiated by Indemnitee. To indemnify or advance expenses Expenses to the Indemnitee with respect to proceedings Proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding Proceeding was authorized by the Board, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the General Corporation Law Laws of Delaware the State of Nevada or (iv) the proceeding Proceeding is brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145the Statute;

Appears in 1 contract

Samples: Indemnity Agreement (Atwood Minerals & Mining CORP.)

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the BoardBoard of Directors, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the General Corporation Law of Delaware Delaware, or (iv) the proceeding is brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145;

Appears in 1 contract

Samples: Indemnity Agreement (Mitokor)

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the General Corporation Law of Delaware or (iv) the proceeding is brought to establish or enforce a right to indemnification under this Agreement Agreement, the Company’s Certificate of Incorporation or Bylaws, or any other statute or law or otherwise as required under Section 145;

Appears in 1 contract

Samples: Indemnity Agreement (Authentec Inc)

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the General Corporation Law of Delaware or (iv) the proceeding is brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145;; or

Appears in 1 contract

Samples: Indemnity Agreement (Altra Holdings, Inc.)

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the General Corporation Law of Delaware Code or (iv) the proceeding is brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145;the Code.

Appears in 1 contract

Samples: Indemnity Agreement (Mitokor)

Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings Proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defensedefenses, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding Proceeding was authorized by the Board, (iii) such indemnification is provided by the CompanyCorporation, in its sole discretion, pursuant to the powers vested in the Company Corporation under the General Corporation Law of Delaware TBCA or (iv) the proceeding Proceeding is brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145the TBCA;

Appears in 1 contract

Samples: Indemnification Agreement (Treaty Oak Bancorp Inc)

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