Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 157 contracts
Samples: Employment Agreement (Opti-Harvest, Inc.), Employment Agreement (Opti-Harvest, Inc.), Indemnification Agreement (Merit Medical Systems Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 117 contracts
Samples: Indemnification Agreement (Merit Medical Systems Inc), Employment Agreement (Loop Industries, Inc.), Indemnification Agreement (Loop Industries, Inc.)
Attorneys’ Fees. In the event that any action Proceeding is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, the Company shall indemnify Indemnitee shall be entitled to be paid against all court costs Expenses actually and expenses, including reasonable attorneys’ fees, reasonably incurred by Indemnitee in connection with respect to such actionProceeding, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action Proceeding were not made in good faith or were frivolous. In the event of an action a Proceeding instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, the Company shall indemnify Indemnitee shall be entitled to be paid against all court costs Expenses actually and expenses, including attorneys’ fees, reasonably incurred by Indemnitee in defense of connection with such action Proceeding (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part court of such action the court competent jurisdiction determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 61 contracts
Samples: Indemnification Agreement (Getaround, Inc), Indemnification Agreement (Brag House Holdings, Inc.), Indemnification Agreement (BiomX Inc.)
Attorneys’ Fees. In the event that any action is instituted by --------------- Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 56 contracts
Samples: Employment Agreement (Tenfold Corp /Ut), Indemnification Agreement (Egain Communications Corp), Indemnification Agreement (Beatnik Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 20 contracts
Samples: Indemnification Agreement (BlueLinx Holdings Inc.), Indemnification Agreement (Callwave Inc), Indemnification Agreement (Callwave Inc)
Attorneys’ Fees. In the event that If any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action the court determines that each of the material assertions made by Indemnitee as a part of such action were not made in good faith or were frivolous. If any action is instituted by or in the name of the Indemnitor under this Agreement to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-cross claims made in such action), unless as a part of such action the court determines that each of the Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 18 contracts
Samples: Indemnification Agreement (Foilmark Inc), Indemnification Agreement (Foilmark Inc), Indemnification Agreement (Foilmark Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ and experts’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company Corporation under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 16 contracts
Samples: Indemnification Agreement (Fuel Systems Solutions, Inc.), Indemnification Agreement (Fuel Systems Solutions, Inc.), Indemnification Agreement (Ucbh Holdings Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ and experts’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company Bank under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ and experts’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 13 contracts
Samples: Indemnification Agreement (Ucbh Holdings Inc), Indemnification Agreement (Ucbh Holdings Inc), Indemnification Agreement (Ucbh Holdings Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were was not made in good faith or were was frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were was made not in bad good faith or were was frivolous.
Appears in 12 contracts
Samples: Indemnification Agreement (Atlis Motor Vehicles Inc), Indemnification Agreement (Atlis Motor Vehicles Inc), Indemnification Agreement (Pacific Sports Exchange Inc.)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the a court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 11 contracts
Samples: Indemnification Agreement (Evolve Software Inc), Indemnification Agreement (Merchants Bancshares Inc /Tx/), Indemnification & Liability (Avalonbay Communities Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 11 contracts
Samples: Indemnification Agreement (MYnd Analytics, Inc.), Indemnification Agreement (Tesaro, Inc.), Indemnification Agreement (Tesaro, Inc.)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were was not made in good faith or were was frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were was made in bad faith or were was frivolous.
Appears in 10 contracts
Samples: Indemnification Agreement (Cyberonics Inc), Indemnification Agreement (Cyberonics Inc), Indemnification Agreement (Cyberonics Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the a court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement Agreement, or to enforce or interpret any of the other terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 10 contracts
Samples: Indemnification Agreement (Achieve Life Sciences, Inc.), Indemnification Agreement (Collectors Universe Inc), Indemnification Agreement (Prolong International Corp)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of the Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 9 contracts
Samples: Indemnification Agreement (Genvec Inc), Indemnification Agreement (Sonomawest Holdings Inc), Indemnification Agreement (Sonomawest Holdings Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 9 contracts
Samples: Indemnification Agreement (Gary Player Direct Inc), Indemnification Agreement (Dental Medical Diagnostic Systems Inc), Indemnification Agreement (Golf One Industries Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 9 contracts
Samples: Indemnification Agreement (CNS Response, Inc.), Indemnification Agreement (NeoStem, Inc.), Indemnification Agreement (Shelbourne Properties I Inc)
Attorneys’ Fees. In the event that any action is instituted by If Indemnitee institutes an Action under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such actionAction, the court of competent jurisdiction determines that each all of the material assertions made by Indemnitee as a basis for such action Action were not made in good faith or were frivolous. In the event of an action Action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action Action the court determines that each all of Indemnitee’s material defenses to such action Action were made in bad faith or were frivolous.
Appears in 8 contracts
Samples: Indemnification Agreement, Indemnification Agreement (ConversionPoint Holdings, Inc.), Indemnification Agreement (ConversionPoint Holdings, Inc.)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expensesexpenses including, including reasonable attorneys’ fees' fees and costs, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, expenses including attorneys’ fees' fees and costs, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 8 contracts
Samples: Indemnification Agreement (Mendocino Brewing Co Inc), Indemnification Agreement (Mendocino Brewing Co Inc), Indemnification Agreement (Mendocino Brewing Co Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 8 contracts
Samples: Indemnification Agreement (Navteq Corp), Indemnification Agreement (Aehr Test Systems), Indemnification Agreement (Digital Impact Inc /De/)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-cross claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 7 contracts
Samples: Indemnification Agreement (Dyadic International Inc), Indemnification Agreement (Dyadic International Inc), Indemnification Agreement (Dyadic International Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were was not made in good faith or were was frivolous. In the event of an action instituted by or in the name of the Company under this Agreement Agreement, or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were was not made in bad good faith or were was frivolous.
Appears in 6 contracts
Samples: Employment Agreement (Newpark Resources Inc), Indemnification Agreement (Newpark Resources Inc), Indemnification Agreement (Newpark Resources Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall will be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall will be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 6 contracts
Samples: Indemnification Agreement (Sogou Inc.), Indemnification Agreement (ALPHA & OMEGA SEMICONDUCTOR LTD), Indemnification Agreement (ALPHA & OMEGA SEMICONDUCTOR LTD)
Attorneys’ Fees. In the event that If any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were was not made in good faith or were was frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were was made in bad faith or were was frivolous.
Appears in 6 contracts
Samples: Indemnification Agreement (MEDecision, Inc.), Indemnification Agreement (Kenexa Corp), Indemnification Agreement (MEDecision, Inc.)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the a court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 5 contracts
Samples: Indemnification Agreement (Trimble Inc.), Indemnification Agreement (Altera Corp), Indemnification Agreement (Trimble Navigation LTD /Ca/)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court Delaware Court of competent jurisdiction Chancery determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 5 contracts
Samples: Indemnification Agreement (Evergreen Solar Inc), Indemnification Agreement (Evergreen Solar Inc), Indemnification Agreement (Evergreen Solar Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the a court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 5 contracts
Samples: Indemnity Agreement (Avalonbay Communities Inc), Indemnification Agreement (Global Employment Holdings, Inc.), Indemnification Agreement (Avalonbay Communities Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, actually and reasonably incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, actually and reasonably incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 5 contracts
Samples: Indemnification Agreement (NeurogesX Inc), Indemnification Agreement (American Surgical Holdings Inc), Indemnification Agreement (Zann Corp)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court Delaware Court of competent jurisdiction Chancery determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims crossclaims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 5 contracts
Samples: Indemnification Agreement (Safe & Green Development Corp), Indemnification Agreement (Cadrenal Therapeutics, Inc.), Indemnification Agreement (Twin Vee PowerCats, Co.)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 5 contracts
Samples: Indemnification Agreement (Clean Wind Energy Tower, Inc.), Indemnification Agreement (Telkonet Inc), Indemnification Agreement (BlueLinx Holdings Inc.)
Attorneys’ Fees. In the event that any action is instituted by the Indemnitee under this Agreement to enforce or interpret any of the terms hereof, the Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by the Indemnitee with respect to such action, unless as a part of such action, the a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee as a basis for such action were was not made in good faith or were was frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, the Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by the Indemnitee in defense of such action (including with respect to the Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of the Indemnitee’s material defenses to such action were was made in bad faith or were was frivolous.
Appears in 4 contracts
Samples: Indemnification Agreement (Zap Com Corp), Indemnification Agreement (Zapata Corp), Indemnification Agreement (Zap Com Corp)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 4 contracts
Samples: Unit Purchase Agreement (Cactus Ventures, Inc.), General Release and Separation Agreement (Arthrocare Corp), Indemnification Agreement (Pasw Inc)
Attorneys’ Fees. In the event that any action is instituted by --------------- Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the a court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 4 contracts
Samples: Indemnification Agreement (Bay Apartment Communities Inc), Indemnification Agreement (E Tek Dynamics Inc), Indemnification Agreement (Mediaplex Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company Indemnitor under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 4 contracts
Samples: Series C Preferred Share Purchase Agreement (China Rapid Finance LTD), Series C Preferred Share Purchase Agreement (China Rapid Finance LTD), Series C Preferred Share Purchase Agreement (China Rapid Finance LTD)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 4 contracts
Samples: Indemnification Agreement (Spyglass Entertainment Group Inc), Indemnification Agreement (Peoples Liberation Inc), Indemnification Agreement (Future Media Productions)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the a court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were was not made in good faith or were was frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 4 contracts
Samples: Indemnification Agreement (Tekelec), Indemnification Agreement (NeurogesX Inc), Indemnification Agreement (Tekelec)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereofof this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were was not made in good faith or were was frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were was made in bad faith or were was frivolous.
Appears in 4 contracts
Samples: Indemnification Agreement (Daseke, Inc.), Employment Agreement (Biogold Fuels CORP), Indemnification Agreement (Cab-Tive Advertising, Inc.)
Attorneys’ Fees. In the event that If any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not was made in good bad faith or were was frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were was made in bad faith or were was frivolous.
Appears in 4 contracts
Samples: Indemnification Agreement, Indemnification Agreement (Kontoor Brands, Inc.), Indemnification Agreement (Five Below, Inc)
Attorneys’ Fees. In the event that If any action proceeding is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such actionproceeding, unless as a part of such action, proceeding the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were proceeding was not made in good faith or were was frivolous. In the event of an action If a proceeding is instituted by or in the name of the Company Corporation under this Agreement Agreement, or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action proceeding (including with respect to Indemnitee’s counterclaims and cross-claims made in such actionproceeding), unless as a part of such action proceeding the court determines that each of Indemnitee’s material defenses to such action were proceeding was not made in bad good faith or were was frivolous.
Appears in 4 contracts
Samples: Indemnification Agreement (Gelesis Inc), Indemnification Agreement (Lamar Advertising Co/New), Indemnification Agreement (Lamar Advertising REIT Co)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees' fees and disbursements, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company Corporation under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees' fees and disbursements, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims crossclaims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 4 contracts
Samples: Indemnification Agreement (Si International Inc), Indemnification Agreement (Advanced Switching Communications Inc), Indemnification Agreement (Accupoll Holding Corp)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were was not made in good faith or were was frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were was made in bad faith or were was frivolous.
Appears in 4 contracts
Samples: Indemnification Agreement (Cyberonics Inc), Indemnification Agreement (Cyberonics Inc), Indemnification Agreement (Cyberonics Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court Delaware Court of competent jurisdiction Chancery determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 3 contracts
Samples: Indemnification Agreement (Versartis, Inc.), Indemnification Agreement (Eagle Pharmaceuticals, Inc.), Indemnification Agreement (Eagle Pharmaceuticals, Inc.)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 3 contracts
Samples: Indemnification Agreement (Anchor Glass Container Corp /New), Indemnification Agreement (Anchor Glass Container Corp /New), Indemnification Agreement (Anchor Glass Container Corp /New)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 3 contracts
Samples: Indemnification Agreement (Merit Medical Systems Inc), Indemnification Agreement (Merit Medical Systems Inc), Indemnification Agreement (Merit Medical Systems Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees' fees and disbursements, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company Corporation under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees' fees and disbursements, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims crossclaims made in such action), unless as AS a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 3 contracts
Samples: Indemnification Agreement (Accupoll Holding Corp), Indemnification Agreement (Accupoll Holding Corp), Indemnification Agreement (Accupoll Holding Corp)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereofof this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 3 contracts
Samples: Indemnification Agreement (Penn Octane Corp), Indemnification Agreement (Penn Octane Corp), Indemnification Agreement (Rio Vista Energy Partners Lp)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company Corporation under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 3 contracts
Samples: Indemnification Agreement (Coskata, Inc.), Indemnification Agreement (Momentum Merger Corp), Indemnification Agreement (Spark Networks Inc)
Attorneys’ Fees. In the event that any action Proceeding is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, the Company shall indemnify Indemnitee shall be entitled to be paid against all court costs Expenses actually and expenses, including reasonable attorneys’ fees, reasonably incurred by Indemnitee in connection with respect to such actionProceeding, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action Proceeding were not made in good faith or were frivolous. In the event of an action a Proceeding instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, the Company shall indemnify Indemnitee shall be entitled to be paid against all court costs Expenses actually and expenses, including attorneys’ fees, reasonably incurred by Indemnitee in defense of connection with such action Proceeding (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part court of such action the court competent jurisdiction determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 3 contracts
Samples: Indemnification Agreement (Unico American Corp), Independent Contractor Agreement (Elite Data Services, Inc.), Independent Contractor Agreement (Elite Data Services, Inc.)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, actually and reasonably incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 3 contracts
Samples: Indemnification Agreement (Monterey Bay Bancorp Inc), Indemnification Agreement (First Federal Financial Bancorp Inc), Indemnification Agreement (First Community Bancshares Inc /Nv/)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company Association under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 3 contracts
Samples: Indemnification Agreement (Northern Empire Bancshares), Indemnification Agreement (Northern Empire Bancshares), Indemnification Agreement (Northern Empire Bancshares)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 3 contracts
Samples: Indemnification Agreement (Edge Therapeutics, Inc.), Share Purchase Agreement (WhiteSmoke, Inc.), Share Purchase Agreement (WhiteSmoke, Inc.)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the a court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 3 contracts
Samples: Indemnification Agreement (Lipid Sciences Inc/), Indemnification Agreement (Kosan Biosciences Inc), Indemnification Agreement (Tessera Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees' fees and disbursements, incurred by Indemnitee with respect to such action, unless as a part of such action, the a court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company Corporation under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees' fees and disbursements, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims crossclaims made in such action), unless as a part of such action the a court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 3 contracts
Samples: Indemnification Agreement (Versatility Inc), Indemnification Agreement (Versatility Inc), Indemnification Agreement (Versatility Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ , fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 3 contracts
Samples: Indemnification Agreement (Impresse Corp), Indemnification Agreement (Netro Corp), Indemnification Agreement (Netro Corp)
Attorneys’ Fees. In the event that any action is instituted by --------------- Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 3 contracts
Samples: Indemnification Agreement (Jetfax Inc), Indemnification Agreement (Getthere Com), Indemnification Agreement (Lecg Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of the Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 3 contracts
Samples: Indemnification Agreement (Texas South Energy, Inc.), Indemnification Agreement (Gulfslope Energy, Inc.), Indemnification Agreement (Dynacq Healthcare Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 3 contracts
Samples: Indemnification Agreement (Sumtotal Systems Inc), Indemnification Agreement (Hockey Merger Corp), Indemnification Agreement (Sumtotal Systems Inc)
Attorneys’ Fees. In the event that any action is instituted by the Indemnitee under this Agreement to enforce or interpret any of the terms hereof, the Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by the Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by the Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, the Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by the Indemnitee in defense of such action (including with respect to the Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of the Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 3 contracts
Samples: Indemnification Agreement (Bridge Capital Holdings), Indemnification Agreement (Greenhill & Co Inc), Indemnification Agreement (Amis Holdings Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ , fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (Forecross Corp), Indemnification Agreement (Forecross Corp)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (Merit Medical Systems Inc), Indemnification Agreement (Merit Medical Systems Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (AeroGrow International, Inc.), Indemnification Agreement (Apple Computer Inc)
Attorneys’ Fees. In the event that any action is instituted by the Indemnitee under this Agreement to enforce or interpret any of the terms hereof, the Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by the Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by the Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, the Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by the Indemnitee in defense of such action (including with respect to the Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of the Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (American River Bankshares), Indemnification Agreement (Nptest Holding Corp)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, actually and reasonably incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company Corporation under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, actually and reasonably incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made by Indemnitee in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Indemnity Agreement (Guide Holdings Inc), Indemnification Agreement (Natures Sunshine Products Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company Association under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross---claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (Northern Empire Bancshares), Indemnification Agreement (Northern Empire Bancshares)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless except to the extent that, as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-cross claims made in such action), unless except to the extent that, as a part of such action action, the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Director Indemnification Agreement (Spirit AeroSystems Holdings, Inc.), Indemnification Agreement (Spirit AeroSystems Holdings, Inc.)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims crossclaims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (Ricex Co), Indemnification Agreement (Marchfirst Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expensesExpenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the a court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expensesExpenses, including reasonable attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the a court of competent jurisdiction determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (Pacwest Bancorp), Indemnification Agreement (Centennial Bank Holdings, Inc.)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (Resonant Inc), Indemnification Agreement (CNS Response, Inc.)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ feesExpenses, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, Expenses incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (Cardiac Science CORP), Indemnification Agreement (Gymboree Corp)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part apart of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (Accuride Corp), Indemnification Agreement (Accuride Corp)
Attorneys’ Fees. In the event that If any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were was not made in good faith or were was frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were was made in bad faith or were was frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (Sunoco Inc), Indemnification Agreement (Sun Co Inc)
Attorneys’ Fees. In the event that If any action is instituted by the Indemnitee under this Agreement to enforce or interpret any of the terms hereof, the Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, fees incurred by the Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by the Indemnitee as a basis for such action were was not made in good faith or were was frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, the Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, fees incurred by the Indemnitee in defense of such action (including with respect to the Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of the Indemnitee’s material defenses to such action were was made in bad faith or were was frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (West Pharmaceutical Services Inc), Indemnification Agreement (West Pharmaceutical Services Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the a court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement Agreement, or to enforce or interpret any of the other terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (Trizetto Group Inc), Indemnification Agreement (Intralase Corp)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless except to the extent that, as a part of such action, the a court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless except to the extent that, as a part of such action action, the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (CHC Group Ltd.), Indemnification Agreement (Seagate Technology)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ attorneys fees, incurred by Indemnitee with respect to such action, action unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were or not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including included with respect to Indemnitee’s 's counterclaims and cross-cross claims made in such action), unless as a part of such action the court determines that such each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (Seagate Software Information Management Group Holdings Inc), Indemnification Agreement (Seagate Software Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (Cit Group Inc Del), Indemnification Agreement (Scient Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereofof this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including including, without limitation, reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were was not made in good faith or were was frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including including, without limitation, attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-cross claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were was made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (Millerknoll, Inc.), Indemnification Agreement (Miller Herman Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless except to the extent that, as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-cross claims made in such action), unless except to the extent that, as a part of such action action, the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (Emergency Medical Services L.P.), Indemnification Agreement (Loews Cineplex Entertainment Corp)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company Corporation under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (Cygnus Inc /De/), Indemnification Agreement (Insilicon Corp)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the a court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were was not made in good faith or were was frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were was made in bad faith or were was frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (Work International Corp), Indemnification Agreement (Silverleaf Resorts Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the a court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company Parent under this Agreement Agreement, or to enforce or interpret any of the other terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Merger Agreement (Pacer Technology), Merger Agreement (Pacer Technology)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s Indemnitee counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s Indemnitee material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (Unified Grocers, Inc.), Indemnification Agreement (Unified Western Grocers Inc)
Attorneys’ Fees. In the event that any action is instituted by --------------- Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-cross- claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (Preview Travel Inc), Indemnification Agreement (Durect Corp)
Attorneys’ Fees. In the event that any an action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Director Indemnification Agreement (Digitalwork Com Inc), Director Indemnification Agreement (Quotesmith Com Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expensesExpenses, including reasonable attorneys’ fees, actually and reasonably incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company Corporation under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expensesExpenses, including attorneys’ fees, actually and reasonably incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were not made in bad good faith or were frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (Quest Resource Corp), Indemnification Agreement (Quest Resource Corp)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were was not made in good faith or were was frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made was in bad faith or were was frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (Integrated Device Technology Inc), Indemnification Agreement (Integrated Device Technology Inc)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-cross claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (Identix Inc), Indemnification Agreement (L-1 Identity Solutions, Inc.)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith fraudulent or were frivolousthat such indemnification was unlawful. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 2 contracts
Samples: Indemnification Agreement (Solaredge Technologies, Inc.), Indemnification Agreement (Solaredge Technologies, Inc.)
Attorneys’ Fees. In the event that any action is instituted by ---------- ---- Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee in connection with respect such action except to such actionthe extent that, unless as a part of such action, the a court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company Bank under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ attorney's fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless except to the extent that, as a part of such action action, the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 1 contract
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were was not made in good faith or were was frivolous. In the event of an action instituted by or in the name of the Company under this Agreement Agreement, or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims cross‑claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were was not made in bad good faith or were was frivolous.
Appears in 1 contract
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless except to the extent that, as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-cross claims made in such action), unless except to the extent that, as a part of such action action, the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 1 contract
Samples: Indemnification Agreement (LCE AcquisitionSub, Inc.)
Attorneys’ Fees. In the event that any action is instituted by --------------- Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee Indemnitee, shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 1 contract
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action the court determined that each of the material assertions made by Indemnitee as a part of such action was not made in good faith or was frivolous. In the event any action is instituted by or in the name of the Company under this Agreement or to enforce or interpret any term of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of the Indemnitee’s 's material defenses to such action were was made in bad faith or were was frivolous.
Appears in 1 contract
Samples: Indemnification Agreement (Intervisual Books Inc /Ca)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the a court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement Agreement, or to enforce or interpret any of the other terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were not made in bad good faith or were frivolous.
Appears in 1 contract
Attorneys’ Fees. In the event that any action is instituted instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee Indemnitee in defense of such action (including with respect to IndemniteeIndemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.
Appears in 1 contract
Attorneys’ Fees. In the event that any action is instituted by --------------- Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, actually and reasonably incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company Bank under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 1 contract
Samples: Indemnification Agreement (Commercial Capital Bancorp Inc)
Attorneys’ Fees. In the event that If any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were was not made in good faith or were was frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were was made in bad faith or were was frivolous.
Appears in 1 contract
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, actually and reasonably incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company Bank under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, (including attorneys’ ' fees), incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 1 contract
Samples: Indemnification Agreement (First Community Bancshares Inc /Nv/)
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, actually and reasonably incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company Corporation under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, actually and reasonably incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were not made in bad good faith or were frivolous.
Appears in 1 contract
Attorneys’ Fees. In the event that any action is instituted by --------------- Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company Indemnitors under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ ' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were made in bad faith or were frivolous.
Appears in 1 contract
Attorneys’ Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ ' fees, incurred by Indemnitee with respect to such action, unless as a part of such action the court determines that each of the material assertions made by Indemnitee as a basis of such action was not made in good faith or were frivolous. In the event any action is instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled Exhibit 10(c) Form 10-QSB (3/31/97) to be paid all court costs and expenses, including reasonable attorneys' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s 's counterclaims and cross-cross claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s 's material defenses to such action were was made in bad faith or were was frivolous.
Appears in 1 contract
