Common use of Agreement to Indemnify Clause in Contracts

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). (b) Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Appears in 21 contracts

Samples: Indemnification Agreement (Albany Molecular Research Inc), Director Indemnification Agreement (Physicians Formula Holdings, Inc.), Indemnification Agreement (Monarch Dental Corp)

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Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). (b) Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Appears in 17 contracts

Samples: Release Agreement (Motricity Inc), Indemnification Agreement (Motricity Inc), Director Indemnification Agreement (Wabash National Corp /De)

Agreement to Indemnify. The Company agrees Companies agree to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of one or more of the CompanyCompanies) by reason of Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company Companies against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). (b) Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of one or more of the Company Companies to procure a judgment in its favor by reason of Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company Companies against all Indemnifiable Expenses.

Appears in 8 contracts

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

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) belowthis Agreement, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities actually incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). (b) Subject to the exceptions contained in this Agreement, including Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Appears in 4 contracts

Samples: Indemnification Agreement (ZimVie Inc.), Indemnification Agreement (Zimmer Holdings Inc), Indemnification Agreement (Univision Communications Inc)

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). (b) Subject To the extent permitted by applicable law and subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Appears in 3 contracts

Samples: Director Indemnification Agreement (Cupertino Electric Inc), Director Indemnification Agreement (Lawson Software Inc), Director Indemnification Agreement (Ipg Photonics Corp)

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) and 4(c) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). (b) Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Appears in 3 contracts

Samples: Indemnification Agreement (Eyegate Pharmaceuticals Inc), Indemnification Agreement (Harvard Apparatus Regenerative Technology, Inc.), Indemnification Agreement (Harvard Apparatus Regenerative Technology, Inc.)

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's ’s Corporate Status, Indemnitee shall shall, to the extent permitted by applicable law, be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). (b) Subject To the extent permitted by applicable law and subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Appears in 3 contracts

Samples: Indemnification Agreement (Monotype Imaging Holdings Inc.), Director Indemnification Agreement (Cardtronics LP), Director Indemnification Agreement (Eyeblaster Inc)

Agreement to Indemnify. The Subject to the requirements of applicable law, the Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). (b) Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Appears in 2 contracts

Samples: Director Indemnification Agreement (Mac-Gray Corp), Indemnification Agreement (Golden Sky Systems Inc)

Agreement to Indemnify. The Company Corporation agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is becomes a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the CompanyCorporation) from and after the Effective Date by reason of Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company Corporation against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). (b) Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is becomes a party or is threatened to be made a party to any Proceeding from and after the Effective Date by or in the right of the Company Corporation to procure a judgment in its favor by reason of Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company Corporation against all Indemnifiable Expenses.

Appears in 2 contracts

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

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as ---------------------- follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). (b) Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Appears in 2 contracts

Samples: Indemnification Agreement (Albany Molecular Research Inc), Indemnification Agreement (Circor International Inc)

Agreement to Indemnify. The To the extent permitted by applicable law and subject to the exceptions contained in Section 4 below, the Company agrees to indemnify the Indemnitee as follows: (a) Subject to If the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of the Indemnitee's ’s Corporate Status, the Indemnitee shall be indemnified by the Company against all Expenses and Liabilities liabilities actually and reasonably incurred or paid by the Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"); provided, however, that any settlement of a Proceeding must be approved in advance in writing by the Company. (b) Subject to If the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the Indemnitee's ’s Corporate Status, the Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Appears in 2 contracts

Samples: Indemnification Agreement (China Digital TV Holding Co., Ltd.), Indemnification Agreement (China Digital TV Holding Co., Ltd.)

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable ExpensesINDEMNIFIABLE EXPENSES" and "Indemnifiable LiabilitiesINDEMNIFIABLE LIABILITIES," respectively, and collectively as "Indemnifiable AmountsINDEMNIFIABLE AMOUNTS"). (b) Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Appears in 2 contracts

Samples: Director Indemnification Agreement (Synchronicity Inc), Director Indemnification Agreement (Andover Net Inc)

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company to the fullest extent permitted by law against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). (b) Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company to the fullest extent permitted by law against all Indemnifiable Expenses.

Appears in 2 contracts

Samples: Indemnification Agreement (Cyber Dialogue Inc), Indemnification Agreement (Cyber Dialogue Inc)

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or party, is threatened to be made a party party, or reasonably anticipates being made a party, to any Proceeding (other than an action by or in the right of the Company) by reason of of, or in connection with, Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). (b) Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party party, or reasonably anticipates being made a party, to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of of, or in connection with, Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Appears in 1 contract

Samples: Indemnification Agreement (Global Cash Access Holdings, Inc.)

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) belowthis Agreement, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities actually incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). (b) Subject to the exceptions contained in this Agreement, including Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Appears in 1 contract

Samples: Director Indemnification Agreement (Fidelity National Financial Inc /De/)

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) and Section 6 below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). (b) Subject to the exceptions contained in Section 4(b) and Section 6 below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Appears in 1 contract

Samples: Director Indemnification Agreement (ExactTarget, Inc.)

Agreement to Indemnify. The Subject to the requirements of applicable law, the Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," ", respectively, and collectively as "Indemnifiable Amounts"). (b) Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Appears in 1 contract

Samples: Director Indemnification Agreement (Mac-Gray Corp)

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). (b) Subject to the exceptions contained in Section 4(b4(10) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Appears in 1 contract

Samples: Indemnification Agreement (Private Business Inc)

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to referredto herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). (b) Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Appears in 1 contract

Samples: Indemnification Agreement (Boron Lepore & Associates Inc)

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Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable ExpensesINDEMNIFIABLE EXPENSES" and "Indemnifiable LiabilitiesINDEMNIFIABLE LIABILITIES," respectively, and collectively as "Indemnifiable AmountsINDEMNIFIABLE AMOUNTS"). (b) Subject To the extent permitted by applicable law and subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Appears in 1 contract

Samples: Director Indemnification Agreement (Integrated Defense Technologies Inc)

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was was, is or is believes in good faith that he or she will be made a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). (b) Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Appears in 1 contract

Samples: Director and Officer Indemnification Agreement (Otis Spunkmeyer Holdings Inc)

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," ”, respectively, and collectively as "Indemnifiable Amounts"). (b) Subject To the extent permitted by applicable law and subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Appears in 1 contract

Samples: Director Indemnification Agreement (Nascent Wine Company, Inc.)

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as ---------------------- follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an in action by or in the right of the Company) by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). (b) Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Appears in 1 contract

Samples: Director Indemnification Agreement (Be Free Inc)

Agreement to Indemnify. The Company agrees to indemnify Indemnitee ---------------------- as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). (b) Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Appears in 1 contract

Samples: Indemnification Agreement (Nxtrend Technology Inc)

Agreement to Indemnify. The Company agrees to indemnify Indemnitee Indeninitee ---------------------- as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). (b) Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Appears in 1 contract

Samples: Director Indemnification Agreement (Be Free Inc)

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is becomes a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) from and after the Effective Date by reason of Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). (b) Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is becomes a party or is threatened to be made a party to any Proceeding from and after the Effective Date by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Appears in 1 contract

Samples: Indemnification Agreement (LogMeIn, Inc.)

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's Corporate Status, Indemnitee shall shall, to the extent permitted by applicable law, be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). (b) Subject To the extent permitted by applicable law and subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Appears in 1 contract

Samples: Director Indemnification Agreement (Velocity Asset Management Inc)

Agreement to Indemnify. The To the extent permissible under applicable law, the Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below2(a), if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). (b) Subject to the exceptions contained in Section 4(b) below2(b), if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Appears in 1 contract

Samples: Indemnification Agreement (Aspen Aerogels Inc)

Agreement to Indemnify. The Company agrees to shall indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party party, or is threatened to be made a party party, to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company shall, to the extent permitted by applicable law, indemnify Indemnitee against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). (b) Subject To the extent permitted by applicable law and subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party party, or is threatened to be made a party party, to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company shall indemnify Indemnitee against all Indemnifiable Expenses.

Appears in 1 contract

Samples: Indemnification Agreement (Ipg Photonics Corp)

Agreement to Indemnify. The Company agrees to indemnify the Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if the Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of the Indemnitee's Corporate Status, the Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by the Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," ", respectively, and collectively as "Indemnifiable Amounts"). (b) Subject To the fullest extent permitted by applicable law and subject to the exceptions contained in Section 4(b) below, if the Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the Indemnitee's Corporate Status, the Indemnitee shall be indemnified by the Company against all Indemnifiable ExpensesExpenses as well as against any amount paid by Indemnitee in settlement of the Proceeding.

Appears in 1 contract

Samples: Indemnification Agreement (Staar Surgical Co)

Agreement to Indemnify. The Company agrees to indemnify the Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if the Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of the Indemnitee's ’s Corporate Status, the Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by the Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," ”, respectively, and collectively as "Indemnifiable Amounts"). (b) Subject To the fullest extent permitted by applicable law and subject to the exceptions contained in Section 4(b) below, if the Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the Indemnitee's ’s Corporate Status, the Indemnitee shall be indemnified by the Company against all Indemnifiable ExpensesExpenses as well as against any amount paid by Indemnitee in settlement of the Proceeding.

Appears in 1 contract

Samples: Indemnification Agreement (Sionix Corp)

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