Company Not Entitled to Assume Defense. Notwithstanding Section 10.1, the Company will not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or any Proceeding as to which Indemnitee has reasonably made the conclusion provided for in Section 10.2(b)(ii).
Appears in 28 contracts
Samples: Indemnification Agreement (Town Sports International Holdings Inc), Indemnification Agreement (Laredo Petroleum, Inc.), Employment Agreement (Rackspace Hosting, Inc.)
Company Not Entitled to Assume Defense. Notwithstanding Section 10.18.1, the Company will not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or any Proceeding as to which Indemnitee has reasonably made the conclusion provided for concerning an actual conflict to interest described in Section 10.2(b)(ii)8.2.
Appears in 5 contracts
Samples: Officer Indemnification Agreement (OP Bancorp), Officer Indemnification Agreement (OP Bancorp), Director Indemnification Agreement (Highlands Bankshares Inc /Va/)
Company Not Entitled to Assume Defense. Notwithstanding Section 10.1, the Company will not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or any Proceeding as to which Indemnitee has reasonably made the conclusion provided for there is an actual conflict to interest described in Section 10.2(b)(ii)10.2.
Appears in 5 contracts
Samples: Indemnification Agreement (Stardust Power Inc.), Indemnification Agreement (Global Partner Acquisition Corp II), Indemnification Agreement (Aeries Technology, Inc.)
Company Not Entitled to Assume Defense. Notwithstanding Section SECTION 10.1, the Company will not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or any Proceeding as to which Indemnitee has reasonably made the conclusion provided for in Section 10.2(b)(iiSECTION 10.2(B)(II).
Appears in 5 contracts
Samples: Indemnification Agreement (Gulfwest Energy Inc), Indemnification Agreement (Gulfwest Energy Inc), Indemnification Agreement (Gulfwest Energy Inc)
Company Not Entitled to Assume Defense. Notwithstanding Section 10.19.1, the Company will not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or any Proceeding as to which Indemnitee has reasonably made the conclusion provided for in Section 10.2(b)(ii9.2 (b)(ii).
Appears in 4 contracts
Samples: Indemnification Agreement (Trilink Energy, Inc.), Indemnification Agreement (Trilink Energy, Inc.), Indemnification Agreement (Trilink Energy, Inc.)
Company Not Entitled to Assume Defense. Notwithstanding Section 10.19.1, the Company will not be entitled to assume the defense of any Proceeding brought by or on behalf in the right of the Company or any Proceeding as to which counsel retained by the Indemnitee has reasonably made concluded that there exists such a conflict as described in the conclusion provided for in second proviso to the first sentence of Section 10.2(b)(ii)9.2.
Appears in 3 contracts
Samples: Indemnification Agreement (Knife River Holding Co), Indemnification Agreement (Mdu Resources Group Inc), Indemnification Agreement (Mdu Resources Group Inc)
Company Not Entitled to Assume Defense. Notwithstanding Section 10.1, the Company will not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or any Proceeding as to which Indemnitee has reasonably made the conclusion provided for in Section 10.2(b)(ii)10.2.
Appears in 2 contracts
Samples: Indemnity Agreement (Meade Instruments Corp), Indemnity Agreement (Conexant Systems Inc)
Company Not Entitled to Assume Defense. Notwithstanding Section 10.1, the Company will not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or any Proceeding as to which Indemnitee has reasonably made the conclusion provided for that there exists such a conflict as described in the proviso to the first sentence of Section 10.2(b)(ii)10.2.
Appears in 2 contracts
Samples: Indemnification Agreement (Photomedex Inc), Form of Indemnification Agreement (Photomedex Inc)
Company Not Entitled to Assume Defense. Notwithstanding Section 10.1β10.1, the Company will not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or any Proceeding as to which Indemnitee has reasonably made the conclusion provided for in Section 10.2(b)(iiβ10.2(b)(ii).
Appears in 1 contract
Company Not Entitled to Assume Defense. Notwithstanding Section 10.1, the Company will not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or any Proceeding as to which Indemnitee has reasonably made the conclusion provided for in Section 10.2(b)(ii10.2(ii).
Appears in 1 contract
Company Not Entitled to Assume Defense. Notwithstanding Section 10.1, the Company will not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or any Proceeding as to which Indemnitee has reasonably made the conclusion provided for that there exists such a conflict as described in the second proviso to the first sentence of Section 10.2(b)(ii)10.2.
Appears in 1 contract
