Common use of Service by the Indemnitee Clause in Contracts

Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director, officer, employee or other agent of the Company faithfully and will discharge his/her duties and responsibilities to the best of his/her ability so long as the Indemnitee is duly elected or qualified in accordance with the provisions of the Amended and Restated Certificate of Incorporation, as amended (the “Certificate”), and Amended and Restated By-laws, as amended (the “By-laws”) of the Company, the General Corporation Law of the State of Delaware, as amended (the “DGCL”), and any other applicable law in effect on the date of this Agreement and from time to time, or until his/her earlier death, resignation or removal. The Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation under this Agreement to continue the employment or directorship of the Indemnitee. Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or as a director of the Company or affect the right of the Company to terminate the Indemnitee’s employment at any time in the sole discretion of the Company, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

Appears in 4 contracts

Samples: Indemnification Agreement (Acuity Brands Inc), Indemnification Agreement (Zep Inc.), Indemnification Agreement (Acuity Brands Inc)

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Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director, officer, employee director or other agent officer of the Company and/or another Enterprise, as applicable, faithfully and will discharge his/her his duties and responsibilities to the best of his/her his ability so long as the Indemnitee is duly elected or qualified in accordance with the provisions of the Amended and Restated Certificate of IncorporationIncorporation of the Company (as may be amended from time to time, as amended (the “Certificate”), and Amended and Restated By-lawsthe Bylaws of the Company (as may be amended from time to time, the “Bylaws”), other similar organizational document of another Enterprise, as amended (the “By-laws”) of the Companyapplicable, the General Corporation Law of the State of Delaware, as amended (the “DGCL”), ) and any other applicable law in effect on the date of this Agreement and from time to time, or until his/her his earlier death, resignation or removal. The Indemnitee may may, at any time and for any reason reason, resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation under this Agreement to continue the employment or directorship of the IndemniteeIndemnitee and Indemnitee shall have no further obligation to serve. Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or another Enterprise or as a director of the Company or another Enterprise or affect the right of the Company or another Enterprise to terminate the Indemnitee’s employment at any time in the sole discretion of the CompanyCompany or applicable Enterprise, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

Appears in 3 contracts

Samples: Indemnification Agreement (Wingstop Inc.), Indemnification Agreement (Wingstop Inc.), Form of Indemnification Agreement (ECPM Holdings, LLC)

Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director, officer, employee or other agent of the Company faithfully and will discharge his/her duties and responsibilities to the best of his/her ability so long as the Indemnitee is duly elected or qualified in accordance with the provisions of the Amended and Restated Certificate of Incorporation, as amended (the “Certificate”), and Amended and Restated By-laws, as amended (the “By-laws”) of the Company, Company and the General Corporation Law of the State of Delaware, as amended (the “DGCL”), and any other applicable law in effect on the date of this Agreement and from time to time, or until his/her earlier death, resignation or removal. The Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation under this Agreement to continue the employment or directorship of the IndemniteeIndemnitee in any such position. Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or as a director of the Company or affect the right of the Company to terminate the Indemnitee’s employment at any time in the sole discretion of the Company, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

Appears in 3 contracts

Samples: Indemnification Agreement (Ev3 Inc.), Indemnification Agreement (Ev3 Inc.), Indemnification Agreement (Ev3 Inc.)

Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director, officer, employee director or other agent officer of the Company faithfully and will discharge his/her duties and responsibilities to the best of his/her ability so long as the Indemnitee is duly elected or qualified in accordance with the provisions of the Amended and Restated Certificate of Incorporation, as amended (the “Certificate”), and Amended and Restated By-laws, as amended (the “By-laws”) of the Company, Company and the General Corporation Law of the State of Delaware, as amended (the “DGCL”), and any other applicable law in effect on the date of this Agreement and from time to time, or until his/her earlier death, resignation or removal. The Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation under this Agreement to continue the employment or directorship of the IndemniteeIndemnitee in any such position. Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or as a director of the Company or affect the right of the Company to terminate the Indemnitee’s employment at any time in the sole discretion of the Company, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

Appears in 3 contracts

Samples: Indemnification Agreement (Carmike Cinemas Inc), Indemnification Agreement (Carmike Cinemas Inc), Indemnification Agreement (Carmike Cinemas Inc)

Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director, officer, employee director or other agent officer of the Company faithfully and will discharge his/her duties and responsibilities to the best of his/her ability so long as the Indemnitee is duly elected or qualified in accordance with the provisions of the Amended and Restated Certificate of Incorporation, as amended Incorporation (the “Certificate”), ) and Amended and Restated By-laws, as amended laws (the “By-laws”) of the Company, Company and the General Corporation Law of the State of Delaware, as amended (the “DGCL”), and any other applicable law in effect on the date of this Agreement and from time to time, or until his/her earlier death, resignation or removal. The Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation under this Agreement to continue the employment or directorship of the IndemniteeIndemnitee in any such position. Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or as a director of the Company or affect the right of the Company to terminate the Indemnitee’s employment at any time in the sole discretion of the Company, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

Appears in 2 contracts

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

Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director, officer, employee director or other agent officer of the Company and/or another Enterprise, as applicable, faithfully and will discharge [his/her ] [her] duties and responsibilities to the best of [his/her ] [her] ability so long as the Indemnitee is duly elected or qualified in accordance with the provisions of the Amended and Restated Certificate of IncorporationIncorporation of the Company (as may be amended from time to time, as amended (the “Certificate”), and Amended and Restated By-lawsthe Bylaws of the Company (as may be amended from time to time, the “Bylaws”), other similar organizational document of another Enterprise, as amended (the “By-laws”) of the Companyapplicable, the General Corporation Law of the State of Delaware, as amended (the “DGCL”), ) and any other applicable law in effect on the date of this Agreement and from time to time, or until [his/her ] [her] earlier death, resignation or removal. The Indemnitee may may, at any time and for any reason reason, resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation under this Agreement to continue the employment or directorship of the IndemniteeIndemnitee and Indemnitee shall have no further obligation to serve. Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or another Enterprise or as a director of the Company or another Enterprise or affect the right of the Company or another Enterprise to terminate the Indemnitee’s employment at any time in the sole discretion of the CompanyCompany or applicable Enterprise, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

Appears in 2 contracts

Samples: Indemnification Agreement (Fleetcor Technologies Inc), Indemnification Agreement (Fleetcor Technologies Inc)

Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director, officer, employee or other agent an officer of the Company faithfully and will discharge his/her duties and responsibilities to the best of his/her ability so long as the Indemnitee is duly elected or qualified appointed in accordance with the provisions of the Amended and Restated Certificate of Incorporation, as amended (the “Certificate”), and Amended and Restated By-lawsBylaws, as amended (the “By-lawsBylaws”) of the Company, Company and the General Corporation Law of the State of Delaware, as amended (the “DGCL”), and any other applicable law in effect on the date of this Agreement and from time to time, or until his/her earlier death, resignation or removal. The Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation under this Agreement to continue to retain the employment or directorship of the IndemniteeIndemnitee in any such position. Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or as a director of the Company or affect the right of the Company to terminate the Indemnitee’s employment at any time in the sole discretion of the Company, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

Appears in 2 contracts

Samples: Executive Employment Agreement (Ani Pharmaceuticals Inc), Executive Employment Agreement (Ani Pharmaceuticals Inc)

Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director, officer, employee director or other agent officer of the Company faithfully and will discharge his/her duties and responsibilities to the best of his/her ability so long as the Indemnitee is duly elected or qualified in accordance with the provisions of the Restated and Amended and Restated Certificate Articles of IncorporationIncorporation (as may be amended from time to time, as amended (the “CertificateArticles)) and Bylaws (as may be amended from time to time, and Amended and Restated By-laws, as amended (the “By-lawsBylaws”) of the Company, the General Georgia Business Corporation Law of the State of DelawareCode, as amended (the “DGCLGBCC”), and any other applicable law in effect on the date of this Agreement and from time to time, or until his/her earlier death, resignation or removal. The Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation under this Agreement to continue the employment or directorship of the Indemnitee. Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or as a director of the Company or affect the right of the Company to terminate the Indemnitee’s employment at any time in the sole discretion of the Company, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

Appears in 2 contracts

Samples: Indemnification Agreement (Cousins Properties Inc), Indemnification Agreement (Cousins Properties Inc)

Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director, officer, employee director or other agent officer of the Company faithfully and will discharge his/her duties and responsibilities to the best of his/her ability so long as the Indemnitee is duly elected or qualified in accordance with the provisions of the Amended and Restated Certificate of IncorporationIncorporation of Cellu Tissue Holdings, Inc. (as may be amended (from time to time, the “Certificate”), and Amended and Restated By-lawsthe Bylaws of Cellu Tissue Holdings, Inc. (as may be amended (from time to time, the “By-lawsBylaws) of the Company), the General Corporation Law of the State of Delaware, as amended (the “DGCL”), ) and any other applicable law in effect on the date of this Agreement and from time to time, or until his/her earlier death, resignation or removal. The Indemnitee may may, at any time and for any reason reason, resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation under this Agreement to continue the employment or directorship of the IndemniteeIndemnitee and Indemnitee shall have no further obligation to serve. Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or as a director of the Company or affect the right of the Company to terminate the Indemnitee’s employment at any time in the sole discretion of the Company, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

Appears in 2 contracts

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

Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director, officer, employee or other agent of the Company faithfully and will discharge his/her duties and responsibilities to the best of his/her ability so long as the Indemnitee is duly elected or qualified in accordance with the provisions of the Amended and Restated Certificate of Incorporation, as amended (the “Certificate”), and Amended and Restated By-lawsBylaws, as amended (the “By-lawsBylaws”) of the Company, Company and the General Corporation Law of the State of Delaware, as amended (the “DGCL”), and any other applicable law in effect on the date of this Agreement and from time to time, or until his/her earlier death, resignation or removal. The Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation under this Agreement to continue to retain the employment or directorship of the IndemniteeIndemnitee in any such position. Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or as a director of the Company or affect the right of the Company to terminate the Indemnitee’s employment or service at any time in the sole discretion of the Company, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

Appears in 2 contracts

Samples: Form of Indemnification Agreement (Ani Pharmaceuticals Inc), Indemnification Agreement (Biosante Pharmaceuticals Inc)

Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director, officer, employee or other agent of the Company faithfully and will discharge his/her duties and responsibilities to the best of his/her ability so long as the Indemnitee is duly elected or qualified in accordance with the provisions of the Amended and Restated Company’s Certificate of Incorporation, as amended or restated from time to time (the “Certificate”), and Amended and Restated By-laws) or the Company’s Bylaws, as amended or restated from time to time (the “By-lawsBylaws”) of the Company, and the General Corporation Law of the State of Delaware, as amended from time to time (the “DGCL”), and any other applicable law in effect on the date of this Agreement and from time to time, or until his/her earlier death, resignation or removal. The Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation under this Agreement to continue to retain the employment or directorship of the IndemniteeIndemnitee in any such position. Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or as a director of the Company or affect the right of the Company to terminate the Indemnitee’s employment or service at any time in the sole discretion of the Company, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

Appears in 1 contract

Samples: Indemnification Agreement (Northern Technologies International Corp)

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Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director, officer, employee director or other agent officer of the Company faithfully and will discharge his/her duties and responsibilities to the best of his/her ability so long as the Indemnitee is duly elected or qualified in accordance with the provisions of the Amended and Restated Certificate of IncorporationIncorporation (as may be amended from time to time, as amended (the "Certificate"), and Amended and Restated By-laws (as may be amended from time to time, the "By-laws, as amended (the “By-laws”") of the Company, the General Corporation Law of the State of Delaware, as amended (the "DGCL”), ") and any other applicable law in effect on the date of this Agreement and from time to time, or until his/her earlier death, resignation or removal. The Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation under this Agreement to continue the employment or directorship of the Indemnitee. Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or as a director of the Company or affect the right of the Company to terminate the Indemnitee’s 's employment at any time in the sole discretion of the Company, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

Appears in 1 contract

Samples: Indemnification Agreement (Great Wolf Resorts, Inc.)

Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director, officer, employee director or other agent officer of the Company faithfully and will discharge his/her duties and responsibilities to the best of his/her ability so long as the Indemnitee is duly elected or qualified in accordance with the provisions of the Second Amended and Restated Certificate of IncorporationIncorporation (as may be amended from time to time, as amended (the “Certificate”), and Amended and Restated By-lawsBylaws (as may be amended from time to time, as amended (the “By-lawsBylaws”) of the Company, the General Corporation Law of the State of Delaware, as amended (the “DGCL”), ) and any other applicable law in effect on the date of this Agreement and from time to time, or until his/her earlier death, resignation or removal. The Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed by operation by of law), in which event the Company shall have no obligation under this Agreement to continue the employment or directorship of the Indemnitee. Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or as a director of the Company or affect the right of the Company to terminate the Indemnitee’s employment at any time in the sole discretion of the Company, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

Appears in 1 contract

Samples: Indemnification Agreement (Lodgian Inc)

Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director, officer, employee or other agent director and/or officer of the Company faithfully and will discharge his/her the Indemnitee’s duties and responsibilities to the best of his/her the Indemnitee’s ability so long as the Indemnitee is duly elected or qualified in accordance with the provisions of the Amended and Restated Certificate Articles of IncorporationIncorporation (as may be amended from time to time, as amended (the “CertificateArticles”), and Amended and Restated By-lawsBylaws (as may be amended from time to time, as amended (the “By-lawsBylaws”) of the Company, the General Minnesota Business Corporation Law of the State of DelawareAct, as amended (the “DGCLMBCA), ) and any other applicable law in effect on the date of this Agreement agreement and from time to time, or until his/her the Indemnitee’s earlier death, resignation or removal. The Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation under this Agreement to continue the employment or directorship of the Indemnitee. Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or as a director of the Company or affect the right of the Company to terminate the Indemnitee’s employment at any time in the sole discretion of the Company, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

Appears in 1 contract

Samples: Indemnification Agreement (MTS Systems Corp)

Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director, officer, employee or other agent of the Company faithfully and will discharge his/her duties and responsibilities to the best of his/her ability so long as the Indemnitee is duly elected or qualified in accordance with the provisions of the Amended and Restated Certificate of IncorporationCharter, as amended (the “Certificate”)Bylaws, and Amended and Restated By-laws, as amended (the “By-laws”) of the Company, the General Corporation Law of the State of Delaware, as amended (the “DGCL”), and any other applicable law in effect on the date of this Agreement and from time to time, or until his/her earlier death, resignation or removal. The Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation under this Agreement to continue to retain the employment or directorship of the IndemniteeIndemnitee in any such position. Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or as a director of the Company or affect the right of the Company to terminate the Indemnitee’s employment or service at any time in the sole discretion of the Company, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

Appears in 1 contract

Samples: Indemnification Agreement (Northern Technologies International Corp)

Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director, officer, employee director or other agent officer of the Company faithfully and will discharge his/her duties and responsibilities to the best of his/her ability so long as the Indemnitee is duly elected or qualified in accordance with the provisions of the Amended and Restated Certificate of Incorporation, as amended, and as may be amended from time to time, (the “Certificate”), and Amended and Restated By-lawsthe Bylaws of the Company, as amended, as may be amended from time to time, (the “By-lawsBylaws”) of the Company, Company and the General Corporation Law of the State of Delaware, as amended (the “DGCL”), and any other applicable law in effect on the date of this Agreement and from time to time, or until his/her earlier death, resignation or removal. The Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation under this Agreement to continue to retain the employment or directorship of the IndemniteeIndemnitee in any such position. Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or as a director of the Company or affect the right of the Company to terminate the Indemnitee’s employment or service at any time in the sole discretion of the Company, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

Appears in 1 contract

Samples: Indemnification Agreement (Marten Transport LTD)

Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director, officer, employee director or other agent officer of the Company faithfully and will discharge his/her duties and responsibilities to the best of his/her ability so long as the Indemnitee is duly elected or qualified in accordance with the provisions of the Amended and Restated Certificate of IncorporationIncorporation (as may be amended from time to time, as amended (the "Certificate"), and Amended and Restated By-laws (as may be amended from time to time, the "By-laws, as amended (the “By-laws”") of the Company, the General Corporation Law of the State of Delaware, as amended (the "DGCL”), ") and any other applicable law in effect on the date of this Agreement and from time to time, or until his/her earlier death, resignation or removal. The Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation <PAGE> under this Agreement to continue the employment or directorship of the Indemnitee. Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or as a director of the Company or affect the right of the Company to terminate the Indemnitee’s 's employment at any time in the sole discretion of the Company, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement. 2.

Appears in 1 contract

Samples: www.sec.gov

Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director, officer, employee director or other agent officer of the Company faithfully and will discharge his/her duties and responsibilities to the best of his/her ability so long as the Indemnitee is duly elected or qualified in accordance with the provisions of the Amended and Restated Certificate of Incorporation, as amended (the “Certificate”), and Amended and Restated By-laws, as amended (the “By-laws”) of the Company, Company and the General Corporation Law of the State of Delaware, as amended (the “DGCL”), and any other applicable law in effect on the date of this Agreement and from time to time, or until his/her earlier death, resignation or removal. The Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation under this Agreement to continue to retain the employment or directorship of the IndemniteeIndemnitee in any such position. Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or as a director of the Company or affect the right of the Company to terminate the Indemnitee’s employment or service at any time in the sole discretion of the Company, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

Appears in 1 contract

Samples: Indemnification Agreement (American Medical Systems Holdings Inc)

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