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 or 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 certificate of incorporation of the Company, as amended (the "Certificate"), the by-laws of the Company, as amended (the "By-laws") and the General Corporation Law of the State of Delaware, as amended (the "DGCL"), 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 Indemnitee 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 1 contract

Samples: Indemnification Agreement (Fox & Hound Restaurant Group)

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Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director or 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 certificate Memorandum of incorporation of the CompanyAssociation, as amended (the "Certificate"“Memorandum”), the byBye-laws of the Companylaws, as the same may be amended from time to time (the "By“Bye-laws") ”), and the General Corporation Law Companies Axx 0000 of the State of Delaware, as amended Bermuda (the "DGCL"“Companies Act”), 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 Indemnitee 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 ’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 (Allied World Assurance Co Holdings LTD)

Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as [a director or officer member of the Board] [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 in accordance with the provisions of the certificate Articles of incorporation of the CompanyAssociation, as the same may be amended from time to time (the "Certificate"“Articles”), the by-laws of the CompanyOrganizational Regulations, as the same may be amended from time to time, and the Swiss Code of Obligations (the "By-laws") and the General Corporation Law of the State of Delaware, as amended (the "DGCL"“Swiss Code”), 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 Indemnitee 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 ’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 (Allied World Assurance Co Holdings, AG)

Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director or 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 certificate Amended and Restated Certificate of incorporation of the CompanyIncorporation, as amended (the "Certificate"), the by-laws of the Companyand Amended and Restated Bylaws, as amended (the "By-laws"“Bylaws”) of the Company and the General Corporation Law of the State of Delaware, as amended (the "DGCL"), 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 Indemnitee 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 ’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 (Transoma Medical Inc)

Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director or 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 certificate Certificate of incorporation of the CompanyIncorporation, as amended (the "Certificate"), and the by-laws of the CompanyBylaws, as amended (the "By-laws") “Bylaws”), of the Company and the General Corporation Law of the State of Delaware, as amended (the "DGCL"), or until his/her earlier death, retirement, resignation or removal. The Indemnitee may at any time and for any reason resign from such position (subject to any other obligation, whether contractual obligation or other obligation imposed by operation by of law), in which event the Company shall have no obligation under this Agreement to shall continue the Indemnitee in any full force and effect after such positionresignation. 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 Company, or affect the right of the Company to terminate terminate, in the Company's sole discretion (with or without cause) and at any time, the Indemnitee's employment at any time or position as a director, in the sole discretion of the Company, with or without causeeach case, subject to any contract contractual rights of the Indemnitee created or existing otherwise than under this Agreement.

Appears in 1 contract

Samples: Indemnification Agreement (Rosetta Resources Inc.)

Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director or 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 certificate Amended and Restated Certificate of incorporation of the CompanyIncorporation, as amended (the "Certificate"), and the by-laws of the CompanyAmended and Restated Bylaws, as amended (the "By-laws") “Bylaws”), of the Company and the General Corporation Law of the State of Delaware, as amended (the "DGCL"), or until his/her earlier death, retirement, resignation or removal. The Indemnitee may at any time and for any reason resign from such position (subject to any other obligation, whether contractual obligation or other obligation imposed by operation by of law), in which event the Company shall have no obligation under this Agreement to shall continue the Indemnitee in any full force and effect after such positionresignation. Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company (or any of its affiliates) or as a director of the Company Company, or affect the right of the Company to terminate the Indemnitee's employment at any time terminate, in the Company’s sole discretion of the Company, (with or without cause) and at any time, the Indemnitee’s employment, in each case, subject to any contract contractual rights of the Indemnitee created or existing otherwise than under this Agreement.

Appears in 1 contract

Samples: Indemnification Agreement (Baker Hughes a GE Co)

Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director or 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 certificate Certificate of incorporation of the CompanyIncorporation, as amended (the "Certificate"), the by-laws of the Companyand Bylaws, as amended (the "By-laws"“Bylaws”) of the Company and the General Corporation Law of the State of Delaware, as amended (the "DGCL"), 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 Indemnitee 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 ’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 (Authentidate Holding Corp)

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Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director or 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 certificate Amended and Restated Certificate of incorporation of the CompanyIncorporation, as amended (the "Certificate"), and the by-laws of the CompanyAmended and Restated Bylaws, as amended (the "By-laws") “Bylaws”), of the Company and the General Corporation Law of the State of Delaware, as amended (the "DGCL"), or until his/her earlier death, retirement, resignation or #92897632v2 removal. The Indemnitee may at any time and for any reason resign from such position (subject to any other obligation, whether contractual obligation or other obligation imposed by operation by of law), in which event the Company shall have no obligation under this Agreement to shall continue the Indemnitee in any full force and effect after such positionresignation. Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company (or any of its affiliates) or as a director of the Company Company, or affect the right of the Company to terminate the Indemnitee's employment at any time terminate, in the Company’s sole discretion of the Company, (with or without cause) and at any time, the Indemnitee’s employment, in each case, subject to any contract contractual rights of the Indemnitee created or existing otherwise than under this Agreement.

Appears in 1 contract

Samples: Indemnification Agreement (Baker Hughes Co)

Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director or 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 certificate Amended and Restated Certificate of incorporation of the CompanyIncorporation, as amended (the "Certificate"), the by-laws of the Companyand ​ ​ Bylaws, as amended (the "By-laws"“Bylaws”) of the Company and the General Corporation Law of the State of Delaware, as amended (the "DGCL"), 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 Indemnitee 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 ’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: Executive Employment Agreement (Ani Pharmaceuticals Inc)

Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director or 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 certificate Amended and Restated Certificate of incorporation of the CompanyIncorporation, as amended (the "Certificate"), the by-laws of the Companyand Bylaws, as amended (the "By-laws"“Bylaws”) of the Company and the General Corporation Law of the State of Delaware, as amended (the "DGCL"), 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 Indemnitee 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 ’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: Executive Employment Agreement (Ani Pharmaceuticals Inc)

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