Common use of Partial Indemnification Clause in Contracts

Partial Indemnification. Agent shall be entitled under this Agreement to indemnification by the Corporation for a portion of the expenses (including attorneys' fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Agent becomes legally obligated to pay in connection with any action, suit or proceeding referred to in Section 3 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall indemnify Agent for the portion thereof to which Agent is entitled.

Appears in 151 contracts

Samples: Indemnification Agreement (Vringo Inc), Indemnification Agreement (Optionable Inc), Indemnification Agreement (Optionable Inc)

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Partial Indemnification. Agent shall be entitled under this Agreement to indemnification by the Corporation for a portion of the expenses (including attorneys' fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Agent becomes legally obligated to pay in connection with any action, suit or proceeding referred to in Section 3 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall indemnify Agent for the portion thereof to which Agent is entitled.

Appears in 60 contracts

Samples: Indemnity Agreement (Omnicell, Inc.), Indemnification Agreement (Myriad Genetics Inc), Indemnity Agreement (Akcea Therapeutics, Inc.)

Partial Indemnification. Agent shall be entitled under this Agreement to indemnification by the Corporation Company for a portion of the expenses (including attorneys' fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Agent becomes legally obligated to pay in connection with any action, suit or proceeding referred to in Section 3 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation Company shall indemnify Agent for the portion thereof to which Agent is entitled.

Appears in 19 contracts

Samples: Indemnity Agreement (Ionis Pharmaceuticals Inc), Indemnity Agreement (Senomyx Inc), Indemnity Agreement (Farville Inc)

Partial Indemnification. Agent shall be entitled under this Agreement to indemnification by the Corporation for a portion of the expenses (including attorneys' fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts Expenses that Agent becomes legally obligated to pay in connection with any action, suit or proceeding referred to in Section 3 hereof Proceeding even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall indemnify Agent for the portion thereof to which Agent is entitled.

Appears in 16 contracts

Samples: Indemnification Agreement (Globeimmune Inc), Indemnification Agreement (Rally Software Development Corp), Indemnification Agreement (Globeimmune Inc)

Partial Indemnification. Agent shall be entitled under this Agreement to indemnification by the Corporation for a portion of the expenses (including attorneys' fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts Expenses that Agent becomes legally obligated to pay pays or incurs in connection with any action, suit or proceeding referred to in Section 3 hereof Claim even if Agent is not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall indemnify Agent for the portion thereof to which Agent is entitled.

Appears in 15 contracts

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

Partial Indemnification. Agent shall be entitled under this Agreement to indemnification by the Corporation for a portion of the expenses (including attorneys' fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Agent becomes legally obligated to pay in connection with any action, suit or proceeding referred to in Section 3 2 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall indemnify Agent for the portion thereof to which Agent is entitled.

Appears in 12 contracts

Samples: Indemnity Agreement (Safedox, Inc.), Indemnity Agreement (Safedox, Inc.), Lock Up Agreement (Santeon Group, Inc.)

Partial Indemnification. Agent shall be entitled under this Agreement to indemnification by the Corporation Company for a portion of the expenses (including attorneys' fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Agent becomes legally obligated to pay in connection with any action, suit or proceeding referred to in Section 3 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation Company shall indemnify Agent for the portion thereof to which Agent is entitled.

Appears in 8 contracts

Samples: Indemnity Agreement (Dot Hill Systems Corp), Indemnity Agreement (Acadia Pharmaceuticals Inc), Form of Indemnification Agreement (Nanosphere Inc)

Partial Indemnification. Agent shall be entitled under this Agreement to indemnification by the Corporation for a portion of the expenses (including attorneys' fees), witness fees, damages, judgments, fines and amounts paid in settlement settlement, and any other amounts that Agent becomes legally obligated to pay in connection with any action, suit or proceeding referred to in Section 3 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall indemnify Agent for the portion thereof to which Agent is entitled.

Appears in 7 contracts

Samples: Employment Agreement (NPS Pharmaceuticals Inc), Employment Agreement (NPS Pharmaceuticals Inc), Employment Agreement (NPS Pharmaceuticals Inc)

Partial Indemnification. Agent shall be entitled under this Agreement to indemnification by the Corporation for a portion of the expenses (including attorneys' fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Agent becomes legally obligated to pay in connection with any action, suit or proceeding referred to in Section 3 2 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall indemnify Agent for the portion thereof to which Agent is entitled.

Appears in 6 contracts

Samples: Employment Agreement (Clikia Corp.), Indemnity Agreement (AirRover Wi-Fi Corp.), Indemnity Agreement (AirRover Wi-Fi Corp.)

Partial Indemnification. Agent shall be entitled under this Agreement to indemnification by the Corporation for a portion of the expenses (including attorneys' fees), witness fees, damagesExpenses, judgments, fines and amounts paid in settlement and any other amounts that Agent becomes legally obligated to pay in connection with any action, suit or proceeding Proceeding referred to in Section 3 2 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall indemnify Agent for the portion thereof to which Agent is entitled.

Appears in 5 contracts

Samples: Director Indemnification Agreement (Sg Blocks, Inc.), Officer Indemnification Agreement (Microlin Bio, Inc.), Director Indemnification Agreement (Microlin Bio, Inc.)

Partial Indemnification. Agent shall be entitled under this Agreement to indemnification by the Corporation for a portion of the expenses for which indemnification is legally permissible (including attorneys' fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Agent becomes legally obligated to pay in connection with any action, suit or proceeding referred to in Section 3 5 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall indemnify Agent for the portion thereof thereof, for which indemnification is legally permissible, to which Agent is entitled.

Appears in 4 contracts

Samples: Indemnity Agreement and Release (American Educational Products Inc), Indemnity Agreement and Release (American Educational Products Inc), Indemnity Agreement and Release (American Educational Products Inc)

Partial Indemnification. Agent shall be entitled under this Agreement to indemnification by the Corporation Company for a portion of the expenses (including attorneys' fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts Expenses that Agent becomes legally obligated to pay in connection with any action, suit or proceeding Proceeding referred to in Section 3 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation Company shall indemnify Agent for the portion thereof to which Agent is entitled.

Appears in 3 contracts

Samples: Indemnity Agreement (Aeolus Pharmaceuticals, Inc.), Indemnity Agreement (Quikbyte Software Inc), Indemnity Agreement (Raptor Pharmaceutical Corp)

Partial Indemnification. Agent shall be entitled under this Agreement to indemnification by the Corporation for a portion of the expenses (including attorneys' fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Agent becomes legally obligated to pay in connection with any action, suit or proceeding referred to in Section 3 4 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall indemnify Agent for the portion thereof to which Agent is entitled.

Appears in 2 contracts

Samples: Form of Indemnification Agreement (Bebe Stores Inc), Indemnity Agreement (Nextron Communications Inc)

Partial Indemnification. Agent shall be entitled under this Agreement to indemnification by the Corporation for a portion of the expenses (including attorneys' fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts Expenses that Agent becomes legally obligated to pay in connection with any action, suit or proceeding Proceeding referred to in Section Sections 2 and 3 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall indemnify Agent for the portion thereof to which Agent is entitled.

Appears in 2 contracts

Samples: Indemnity Agreement (Exar Corp), Indemnity Agreement (Exar Corp)

Partial Indemnification. Agent shall be entitled under this Agreement to indemnification by the Corporation for a portion of the expenses (including reasonable attorneys' fees’ and accountants’ fees and expenses incurred in the investigation, defense or settlement of any claim), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Agent becomes legally obligated to pay in connection with any action, suit or proceeding referred to in Section 2 or 3 hereof even if in the event that Agent is not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall indemnify Agent for the maximum portion thereof to which Agent is lawfully entitled.

Appears in 1 contract

Samples: Indemnity Agreement (Home Diagnostics Inc)

Partial Indemnification. Agent shall be entitled under this Agreement to indemnification by the Corporation for a portion of the expenses (including attorneys' fees), witness fees, damages, judgments, fines fines, and amounts paid in settlement and any other amounts that Agent becomes legally obligated to pay in connection with any action, suit suit, or proceeding referred to in Section 3 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall indemnify Agent for the portion thereof to which Agent is entitled.

Appears in 1 contract

Samples: Indemnity Agreement (Netivation Inc)

Partial Indemnification. Agent shall be entitled under this Agreement to indemnification by the Corporation for a portion of the expenses (including attorneys' fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Agent becomes legally obligated to pay in connection with any action, suit or proceeding referred to in Section 3 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall indemnify Agent for the portion thereof to which Agent is entitled. 7.

Appears in 1 contract

Samples: Indemnity Agreement (Adobe Systems Inc)

Partial Indemnification. Agent shall be entitled under this Agreement to indemnification by the Corporation for a portion of the expenses (including attorneys' fees), witness fees, damages, judgments, fines and amounts paid in settlement settlement, and any other amounts that Agent becomes legally obligated to pay in connection with any action, suit or proceeding referred to in Section 3 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall indemnify Agent for the portion thereof to which Agent is entitled.

Appears in 1 contract

Samples: Employment Agreement (NPS Pharmaceuticals Inc)

Partial Indemnification. Agent shall be entitled under this ------------------------ Agreement to indemnification by the Corporation for a portion of the expenses (including attorneys' fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Agent becomes legally obligated to pay in connection with any action, suit or proceeding referred to in Section 3 4 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall indemnify Agent for the portion thereof to which Agent is entitled.

Appears in 1 contract

Samples: Indemnification Agreement (Tribeworks Inc)

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Partial Indemnification. Agent shall be entitled under this Agreement to indemnification by the Corporation for a portion of the expenses (including attorneys' fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Agent becomes legally obligated to pay in connection with any action, suit or proceeding referred to in Section 3 2 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall indemnify Agent for the portion thereof to which Agent is entitled.

Appears in 1 contract

Samples: Indemnification Agreement (Senomyx Inc)

Partial Indemnification. Agent shall be entitled under this Agreement to indemnification by the Corporation for a portion of the expenses (including attorneys' fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Agent becomes legally obligated to pay in connection with any action, suit or proceeding referred to in Section 3 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall indemnify Agent for the maximum portion thereof to which Agent is lawfully entitled.

Appears in 1 contract

Samples: Indemnification Agreement (Migratec Inc)

Partial Indemnification. In the event that Agent shall be is entitled under this Agreement to indemnification by the Corporation for a portion of the expenses (including attorneys' fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts Expenses that Agent incurs or becomes legally obligated to pay in connection with any action, suit or proceeding Proceeding referred to in Section 3 hereof even if not entitled hereunder to indemnification for the total amount thereof, and then the Corporation shall indemnify Agent for the portion thereof to which Agent is entitled.

Appears in 1 contract

Samples: Indemnity Agreement (Oz Com)

Partial Indemnification. Agent shall be entitled under this Agreement to indemnification by the Corporation for a portion of the expenses (including attorneys' attorneys fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Agent becomes legally obligated to pay in connection with any action, suit or proceeding referred to in Section 3 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall indemnify Agent for the portion thereof to which Agent is entitled.

Appears in 1 contract

Samples: Indemnity Agreement (Il Fornaio America Corp)

Partial Indemnification. Agent shall be entitled under this Agreement to indemnification by the Corporation for a portion of the expenses (including reasonable attorneys' feesand accountants' fees and expenses incurred in the investigation, defense or settlement of any claim), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Agent becomes legally obligated to pay in connection with any action, suit or proceeding referred to in Section 2 or 3 hereof even if in the event that Agent is not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall indemnify Agent for the maximum portion thereof to which Agent is lawfully entitled.

Appears in 1 contract

Samples: Form of Indemnity Agreement (Union Drilling Inc)

Partial Indemnification. Agent shall be entitled under this Agreement to indemnification by the Corporation for a portion of the expenses (including attorneys' fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Agent becomes legally obligated to pay in connection with any action, suit or proceeding referred to in Section 3 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall indemnify Agent for the portion thereof to which Agent is entitled.Agent

Appears in 1 contract

Samples: Indemnity Agreement (Siebel Systems Inc)

Partial Indemnification. Agent shall be entitled under this Agreement to indemnification by the Corporation for a portion of the expenses (including attorneys' fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts Liabilities that Agent becomes legally obligated to pay in connection with any action, suit or proceeding referred to in Section 3 hereof Proceeding even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall indemnify Agent for the portion thereof to which Agent is entitled.

Appears in 1 contract

Samples: Indemnity Agreement (Cypress Bioscience Inc)

Partial Indemnification. Agent shall be entitled under this Agreement to indemnification by the Corporation Company for a portion of the expenses (including attorneys' fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts Expenses that Agent becomes legally obligated to pay in connection with any action, suit or proceeding referred to in Section 3 hereof Proceeding even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation Company shall indemnify Agent for the portion thereof to which Agent is entitled.

Appears in 1 contract

Samples: Indemnity Agreement (Telegent Systems, Inc)

Partial Indemnification. Agent shall be entitled under this Agreement to indemnification by the Corporation for a portion of the expenses (including attorneys' fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Agent becomes legally obligated to pay in connection with any action, suit or proceeding referred to in Section 3 4 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall indemnify Agent for the portion thereof to which Agent is entitled.

Appears in 1 contract

Samples: Indemnity Agreement (Axesstel Inc)

Partial Indemnification. Agent shall be entitled under this Agreement to indemnification by the Corporation for a portion of the expenses (including attorneys' fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Agent becomes legally obligated to pay in connection with any action, suit or proceeding referred to in Section 3 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall indemnify Agent for the portion thereof to which Agent is entitled.total

Appears in 1 contract

Samples: Indemnity Agreement (Veraz Networks, Inc.)

Partial Indemnification. Agent shall be entitled under this Agreement to indemnification by the Corporation for a portion of the expenses (including attorneys' fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Agent becomes legally obligated to pay Liabilities in connection with any action, suit or proceeding referred to in Section 3 hereof Proceeding even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall indemnify Agent for the portion thereof to which Agent is entitled.

Appears in 1 contract

Samples: Corporation Indemnity Agreement (Aurora Biosciences Corp)

Partial Indemnification. Agent shall be entitled under this Agreement to indemnification by the Corporation for a portion of the expenses (including attorneys' ’ fees and witness fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Agent becomes legally obligated to pay in connection with any action, suit or proceeding referred to in Section 3 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall indemnify Agent for the portion thereof to which Agent is entitled.

Appears in 1 contract

Samples: Indemnity Agreement (Ipass Inc)

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