Common use of Claims Initiated by the Indemnitee Clause in Contracts

Claims Initiated by the Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to Claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except: (i) with respect to actions or proceedings to establish or enforce a right to indemnify under this Agreement or any other agreement or insurance policy or under the Company’s governance documents now or hereafter in effect relating to Claims for Indemnifiable Events; (ii) in specific cases if the Board of Directors or similar governing body has approved the initiation or bringing of such Claim; or (iii) as otherwise required under applicable law, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be; or

Claims Initiated by the Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to Claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except: (i) with respect to actions or proceedings to establish or enforce a right to indemnify under this Agreement or any other agreement or insurance policy or under the Company’s governance documents certificate of incorporation or bylaws now or hereafter in effect relating to Claims for Indemnifiable Events; (ii) in specific cases if the Board of Directors or similar governing body has approved the initiation or bringing of such Claim; or (iii) as otherwise required under applicable lawSection 145 of the DGCL, regardless of whether the Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be; or