Company Bound by Prior Determination. If a determination shall have been made pursuant to Section 11(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 13, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.
Appears in 12 contracts
Samples: Separation Agreement (Medivation, Inc.), Transition and Separation Agreement (Medivation, Inc.), Indemnification Agreement (Medivation, Inc.)
Company Bound by Prior Determination. If a determination shall have been made pursuant to Section 11(a12(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 1314, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.
Appears in 7 contracts
Samples: Indemnification Agreement (Medivation, Inc.), Indemnification Agreement (Peplin Inc), Indemnification Agreement (Grubb & Ellis Co)
Company Bound by Prior Determination. If a determination shall have been made pursuant to Section 11(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 13, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s 's statement not materially misleading, in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.
Appears in 4 contracts
Samples: Indemnification Agreement (Verint Systems Inc), Indemnification Agreement (Guilford Mills Inc), Indemnification Agreement (Loral Space & Communications Inc.)
Company Bound by Prior Determination. If a determination shall have been made pursuant to Section 11(a12(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 1314, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s 's statement not materially misleading, in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.
Appears in 1 contract
Samples: Indemnification Agreement (Skilled Healthcare Group, Inc.)
Company Bound by Prior Determination. If a determination shall have been made pursuant to Section 11(a) of this Agreement that Indemnitee an Indemnified Party is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 13, absent (i) a misstatement by Indemnitee such Indemnified Party of a material fact, or an omission of a material fact necessary to make Indemniteesuch Indemnified Party’s statement not materially misleading, in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.
Appears in 1 contract
Samples: Indemnification Agreement (MHR Capital Partners Master Account LP)
