Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, or insurance recovery, as the case may be.
Appears in 12 contracts
Samples: Indemnification Agreement (Quicklogic Corporation), Indemnification Agreement (Vidamed Inc), Indemnification Agreement (Artisan Components Inc)
Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaimcross- claim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, or insurance recovery, as the case may be.
Appears in 11 contracts
Samples: Indemnification Agreement (E Loan Inc), Indemnification Agreement (E Loan Inc), Indemnification Agreement (E Loan Inc)
Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's ’s Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, or insurance recovery, as the case may be.
Appears in 11 contracts
Samples: Indemnification Agreement (Microtune Inc), Indemnification Agreement (Microtune Inc), Indemnification Agreement (Microtune Inc)
Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, indemnification or insurance recovery, as the case may be.
Appears in 10 contracts
Samples: Indemnification Agreement (Recruitsoft Inc), Indemnification Agreement (Netcom Systems Inc), Indemnification Agreement (Integrated Telecom Express Inc/ Ca)
Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate certificate of Incorporation incorporation or Bylaws bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, or insurance recovery, as the case may be.
Appears in 9 contracts
Samples: Indemnification Agreement (Emachines Inc /De/), Indemnification Agreement (Emachines Inc /De/), Indemnification Agreement (Emachines Inc /De/)
Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaimcross-claim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's ’s Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, indemnification or insurance recovery, as the case may be.
Appears in 7 contracts
Samples: Indemnification Agreement (Monolithic Power Systems Inc), Indemnification Agreement (Monolithic Power Systems Inc), Indemnification Agreement (Ziprealty Inc)
Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, indemnification or insurance recovery, as the case may be.
Appears in 6 contracts
Samples: Indemnification Agreement (Tut Systems Inc), Indemnification Agreement (Digital Insight Corp), Indemnification Agreement (Nuance Communications)
Claims Initiated by Indemnitee. To indemnify or make Expense advance expenses ------------------------------ Advances to Indemnitee with respect to Claims proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate of Incorporation or Bylaws By-laws now or hereafter in effect relating to Claims for Covered Indemnifiable Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claimsuit, or (iii) as otherwise required under Section 145 the applicable provisions of the Delaware General Corporation Lawbusiness corporation law of the Company's state of incorporation, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, advance expense payment or insurance recovery, as the case may be.
Appears in 6 contracts
Samples: Indemnification Agreement (Nava Leisure Usa Inc), Indemnification Agreement (Nava Leisure Usa Inc), Indemnification Agreement (Contessa Corp /De)
Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific cases if the Company's Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, or insurance recovery, as the case may be.
Appears in 4 contracts
Samples: Indemnification Agreement (Curon Medical Inc), Indemnification Agreement (Kyphon Inc), Indemnification Agreement (Kyphon Inc)
Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances to the Indemnitee with respect to Claims initiated or brought voluntarily by the Indemnitee and not by way of defense, counterclaim or crossclaim, except except: (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate ’s certificate of Incorporation incorporation or Bylaws bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, or insurance recovery, as the case may be.
Appears in 4 contracts
Samples: Indemnification Agreement (Westpoint International Inc), Indemnification Agreement (Xo Communications Inc), Indemnification Agreement (Xo Communications Inc)
Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaimcross-claim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, indemnification or insurance recovery, as the case may be.
Appears in 3 contracts
Samples: Indemnification Agreement (Hollis Eden Pharmaceuticals Inc /De/), Indemnification Agreement (Hollis Eden Pharmaceuticals Inc /De/), Indemnification Agreement (Intervideo Inc)
Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except except: (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Events, ; (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, or insurance recovery, as the case may be.
Appears in 3 contracts
Samples: Indemnification Agreement (Viant Corp), Indemnification Agreement (Inforte Corp), Indemnification Agreement (Maincontrol Inc /De)
Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaimcross-claim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate Articles of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware California General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, or insurance recovery, as the case may be.
Appears in 3 contracts
Samples: Indemnification Agreement (Multilink Technology Corp), Indemnification Agreement (Synplicity Inc), Indemnification Agreement (Natus Medical Inc)
Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's ’s Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, indemnification or insurance recovery, as the case may be.
Appears in 3 contracts
Samples: Indemnification Agreement (Aruba Networks, Inc.), Indemnification Agreement (Aruba Networks, Inc.), Indemnification Agreement (Digital Video Systems Inc)
Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaimcross claim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's ’s Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, indemnification or insurance recovery, as the case may be.
Appears in 3 contracts
Samples: Indemnification Agreement (Digital Insight Corp), Indemnification Agreement (Atmel Corp), Employment Agreement (Digital Insight Corp)
Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaimcross-claim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, indemnification or insurance recovery, as the case may be.
Appears in 3 contracts
Samples: Indemnification Agreement (Healthetech Inc), Indemnification Agreement (Ziprealty Inc), Indemnification Agreement (Raining Data Corp)
Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances advance expenses to Indemnitee with respect to Claims claims initiated or brought voluntarily by the Indemnitee and not by way of defense, counterclaim or crossclaim, except except: (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or of insurance policy or under the Company's Certificate ’s Articles of Incorporation or Bylaws Association now or hereafter in effect relating to Claims claims for Covered Eventsindemnification, release, exemption or insurance of the Indemnitee by reason of his Corporate Capacity, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claimsuit, or (iii) as otherwise required under Section 145 the laws of the Delaware General Corporation LawCompany’s place of incorporation, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, or advance expense payment of insurance recovery, as the case may be.;
Appears in 2 contracts
Samples: Equity Joint Venture Agreement (InMode Ltd.), Equity Joint Venture Agreement (InMode Ltd.)
Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances advance expenses to Indemnitee with respect to Claims proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Amended and Restated Certificate of Incorporation or Bylaws Amended and Restated By-laws now or hereafter in effect relating to Claims for Covered Indemnifiable Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claimsuit, or (iii) as otherwise required under Section 145 14A:3-5 of the Delaware General New Jersey Business Corporation LawAct, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, advance expense payment or insurance recovery, as the case may be.
Appears in 2 contracts
Samples: Indemnification Agreement (Seranova Inc), Employment Agreement (Intelligroup Inc)
Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances advance expenses to Indemnitee with respect to Claims claims initiated or brought voluntarily by the Indemnitee and not by way of defense, counterclaim or crossclaim, except except: (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate ’s Articles of Incorporation or Bylaws Association now or hereafter in effect relating to Claims claims for Covered Eventsindemnification, release, exemption or insurance of the Indemnitee by reason of his Corporate Capacity, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claimsuit, or (iii) as us otherwise required under Section 145 the laws of the Delaware General Corporation LawCompany’s place of incorporation, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, or advance expense payment of insurance recovery, as the case may be.;
Appears in 2 contracts
Samples: Equity Joint Venture Agreement (InMode Ltd.), Equity Joint Venture Agreement (InMode Ltd.)
Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances advance expenses to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification or right to the advancement of legal fees under this Agreement or any other agreement or insurance policy or under the Company's ’s Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Indemnifiable Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, advance expense payment or insurance recovery, as the case may be.;
Appears in 2 contracts
Samples: Indemnification Agreement (Lantronix Inc), Indemnification Agreement (Lantronix Inc)
Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaimcross-claim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, or insurance recovery, as the case may be.
Appears in 2 contracts
Samples: Indemnification Agreement (Omnivision Technologies Inc), Indemnification Agreement (Cobalt Networks Inc)
Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances advance expenses to Indemnitee with respect to Claims claims initiated or brought voluntarily by the Indemnitee and not by way of defense, counterclaim or crossclaim, except except: (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or of insurance policy or under the Company's Certificate ’s Articles of Incorporation or Bylaws Association now or hereafter in effect relating to Claims claims for Covered Eventsindemnification, release, exemption or insurance of the Indemnitee by reason of his Corporate Capacity, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claimsuit, or (iii) as us otherwise required under Section 145 the laws of the Delaware General Corporation LawCompany’s place of incorporation, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, or advance expense payment of insurance recovery, as the case may be.;
Appears in 2 contracts
Samples: Equity Joint Venture Agreement (InMode Ltd.), Equity Joint Venture Agreement (InMode Ltd.)
Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances advance expenses to Indemnitee with respect to Claims claims initiated or brought voluntarily by the Indemnitee and not by way of defense, counterclaim or crossclaim, except except: (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate ’s Articles of Incorporation or Bylaws Association now or hereafter in effect relating to Claims claims for Covered Eventsindemnification, release, exemption or insurance of the Indemnitee by reason of his Corporate Capacity, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claimsuit, or (iii) as otherwise required under Section 145 the laws of the Delaware General Corporation LawCompany’s place of incorporation, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, or advance expense payment of insurance recovery, as the case may be.;
Appears in 2 contracts
Samples: Equity Joint Venture Agreement (InMode Ltd.), Equity Joint Venture Agreement (InMode Ltd.)
Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances to ------------------------------- Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, indemnification or insurance recovery, as the case may be.
Appears in 2 contracts
Samples: Indemnification Agreement (Tut Systems Inc), Indemnification Agreement (Tut Systems Inc)
Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances advance expenses to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate ’s Articles of Incorporation Incorporation, as amended, or Bylaws now or hereafter in effect relating to Claims for Covered Indemnifiable Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Wyoming Business Corporation LawAct, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, advance expense payment or insurance recovery, as the case may be.;
Appears in 1 contract
Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances advance expenses to any Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification indemnify under this Agreement or any other agreement or insurance policy or under the Company's ’s Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered EventsIndemnification Events if Indemnitee is ultimately successful in such action, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, Claim or (iii) as otherwise required under Section 145 of the Delaware General Corporation LawDGCL, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, advance expense payment or insurance recovery, as the case may be.;
Appears in 1 contract
Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances to the Indemnitee with respect to Claims initiated or brought voluntarily by an Indemnitee and not by way of defense, counterclaim or crossclaim, except except: (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate ’s certificate of Incorporation incorporation or Bylaws bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, or insurance recovery, as the case may be.
Appears in 1 contract
Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances advance expenses to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy of the Company or under the Company's Amended and Restated Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Indemnifiable Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation LawDGCL, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, advance expense payment or insurance recovery, as the case may be.;
Appears in 1 contract
Samples: Indemnification Agreement (Tailwind Financial Inc.)
Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaimcross-claim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation LawLaw (relating to indemnification of officers, directors, employees and agents, and insurance), regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, or insurance recovery, as the case may be.
Appears in 1 contract
Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of -8- 9 the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, indemnification or insurance recovery, as the case may be.
Appears in 1 contract
Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances advance expenses to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's ’s Certificate of Incorporation Formation or Bylaws Amended and Restated Limited Liability Company Agreement, now or hereafter in effect relating to Claims for Covered Indemnifiable Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 18-108 of the Delaware General Corporation LawLimited Liability Company Act, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, advance expense payment or insurance recovery, as the case may be.;
Appears in 1 contract
Samples: Indemnification Agreement (Midcoast Energy Partners, L.P.)
Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances reimburse Expenses to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Restated Certificate of Incorporation or Bylaws By-laws now or hereafter in effect relating to Claims for Covered Indemnifiable Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise as required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, reimbursement of expenses or insurance recovery, as the case may be.
Appears in 1 contract
Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances advance expenses to Indemnitee with respect to Claims claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except except: (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate ’s Memorandum or Articles of Incorporation or Bylaws Association now or hereafter in effect relating to Claims claims for Covered Eventsindemnification, release, exemption or insurance of Indemnitee by reason of his Corporate Capacity, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claimsuit, or (iii) as otherwise required under Section 145 the laws of the Delaware General Corporation LawCompany’s state of incorporation, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, or advance expense payment of insurance recovery, as the case may be.; or
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Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification or Expense Advances under this Agreement or any other agreement or insurance policy or under the Company's ’s Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, or insurance recovery, as the case may be.
Appears in 1 contract
Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances advance expenses ------------------------------- to Indemnitee with respect to Claims proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate of Incorporation or Bylaws By-laws now or hereafter in effect relating to Claims for Covered Indemnifiable Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claimsuit, or (iii) as otherwise required under Section 145 the applicable provisions of the Delaware General Corporation Lawbusiness corporation law of the Company's state of incorporation, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, advance expense payment or insurance recovery, as the case may be.
Appears in 1 contract
Samples: Indemnification Agreement (Senesco Technologies Inc)
Claims Initiated by Indemnitee. To indemnify or make Expense advance ------------------------------ Advances expenses to Indemnitee with respect to Claims proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Restated Certificate of Incorporation or Amended and Restated Bylaws now or hereafter in effect relating to Claims for Covered Indemnifiable Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claimsuit, or (iii) as otherwise required under Section 145 the applicable provisions of the Delaware General New York Business Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, advance expense payment or insurance recovery, as the case may be.
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Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaimcross-claim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 145(k) of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, indemnification or insurance recovery, as the case may be.
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Samples: Indemnification Agreement (Kindercare Learning Centers Inc /De)
Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances advance expenses to Indemnitee with respect to Claims proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's ’s Amended and Restated Certificate of Incorporation or Bylaws Amended and Restated By-laws now or hereafter in effect relating to Claims for Covered Indemnifiable Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claimsuit, or (iii) as otherwise required under Section 145 14A:3-5 of the Delaware General New Jersey Business Corporation LawAct, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, advance reasonable expense payment or insurance recovery, as the case may be.;
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Claims Initiated by Indemnitee. To indemnify or make Expense advance expenses ------------------------------ Advances to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except except
(i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Amended and Restated Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Indemnifiable Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, advance expense payment or insurance recovery, as the case may be.
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Samples: Indemnification Agreement (Biomarin Pharmaceutical Inc)
Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the CompanyCorporation's Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, or insurance recovery, as the case may be.
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Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 317 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, or insurance recovery, as the case may be.
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Claims Initiated by Indemnitee. To indemnify or make Expense advance expenses to ------------------------------ Advances to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Covered Indemnifiable Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) (b) as otherwise required under Section 145 of the Delaware General Corporation Law, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, advance expense payment or insurance recovery, as the case may be.;
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Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances advance expenses to Indemnitee in connection with respect to Claims an action or proceeding initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a Indemnitee’s right to indemnification under this Agreement or Agreement, any other agreement agreement, any insurance policy, or insurance policy or under the Company's ’s Certificate of Incorporation or Bylaws as now or hereafter in effect relating to Claims for Covered EventsIndemnitee’s right to indemnification, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claimaction or proceeding, or (iii) as otherwise required under Section 145 of the Delaware General Corporation LawLaw of Delaware, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advancesadvancement of expenses, or insurance recovery, as the case may be.;
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Samples: Indemnification Agreement (CSG Systems International Inc)
Claims Initiated by Indemnitee. To indemnify or make Expense advance ------------------------------ Advances expenses to Indemnitee with respect to Claims proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Amended and Restated Certificate of Incorporation or Bylaws Amended and Restated By-laws now or hereafter in effect relating to Claims for Covered Indemnifiable Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claimsuit, or (iii) as otherwise required under Section 145 14A:3-5 of the Delaware General New Jersey Business Corporation LawAct, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, advance expense payment or insurance recovery, as the case may be.
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Claims Initiated by Indemnitee. To indemnify or make Expense advance ------------------------------ Advances expenses to the Indemnitee with respect to Claims initiated or brought voluntarily by such Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification indemnify under this Agreement or any other agreement or insurance policy or under the Company's Certificate of Incorporation or Bylaws By-Laws now or hereafter in effect relating to Claims for Covered Indemnifiable Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section section 145 of the Delaware General Corporation Law, regardless of whether such Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, advance expense payment or insurance recovery, as the case may be.;
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Claims Initiated by Indemnitee. To indemnify or make Expense ------------------------------ Advances advance expenses to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company's Certificate ’s Articles of Incorporation Incorporation, as amended, or Bylaws now or hereafter in effect relating to Claims for Covered Indemnifiable Events, (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation Law, Law regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, advance expense payment or insurance recovery, as the case may be.;
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