Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 510 contracts
Samples: Indemnification Agreement (Clean Energy Fuels Corp.), Indemnification Agreement (Acasti Pharma Inc.), Indemnification Agreement (Linkhome Holdings Inc.)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, Proceeding in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of in connection with the event(s) and/or transaction(s) giving cause rise to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s)transactions.
Appears in 329 contracts
Samples: Indemnification Agreement (CRISPR Therapeutics AG), Indemnification Agreement (Septerna, Inc.), Indemnification Agreement (Septerna, Inc.)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoeverIndemnitee, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount amounts incurred by Indemnitee, whether for Expenses, judgments, fines, penalties, excise taxes, fines or amounts paid or to be paid in settlement and/or for Expensessettlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) events and transactions giving cause rise to such Proceeding; and/or and (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s)events and transactions.
Appears in 299 contracts
Samples: Indemnification Agreement (OneConstruction Group LTD), Indemnification Agreement (OnKure Therapeutics, Inc.), Indemnification Agreement (EBR Systems, Inc.)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall will contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 131 contracts
Samples: Indemnification and Advancement Agreement (Galaxy Gaming, Inc.), Indemnification and Advancement Agreement (Galaxy Gaming, Inc.), Indemnification Agreement (Waldencast PLC)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceedingproceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 83 contracts
Samples: Indemnity Agreement (Kintara Therapeutics, Inc.), Indemnity Agreement (Tesseract Collective, Inc.), Indemnity Agreement (Talis Biomedical Corp)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for reasonably incurred Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its other directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 62 contracts
Samples: Indemnification Agreement (Cabot Corp), Indemnification Agreement (Fogo Hospitality, Inc.), Indemnification Agreement (Intelligent Medicine Acquisition Corp.)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the CompanyCorporation, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company Corporation and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company Corporation (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 48 contracts
Samples: Form of Indemnification Agreement (Veralto Corp), Form of Indemnification Agreement (Veralto Corp), Indemnity Agreement (Chesapeake Energy Corp)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company Company, on the one hand, and Indemnitee Indemnitee, on the other hand, as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its other directors, officers, employees and agents) ), on the one hand, and Indemnitee Indemnitee, on the other hand, in connection with such event(s) and/or transaction(s).
Appears in 46 contracts
Samples: Indemnification Agreement (Concentra Group Holdings Parent, Inc.), Indemnification Agreement (Psychemedics Corp), Indemnification Agreement (Carisma Therapeutics Inc.)
Contribution. (A) To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid fines and settlements and reasonable expenses actually incurred by or to be paid in settlement and/or for Expenseson behalf of an Indemnitee, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 41 contracts
Samples: Indemnification Agreement (Walker & Dunlop, Inc.), Indemnification Agreement (Walker & Dunlop, Inc.), Indemnification Agreement (Ps Business Parks Inc/Ca)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause rise to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 39 contracts
Samples: Indemnification Agreement (Auna S.A.), Form of Indemnification Agreement (Arcadium Lithium PLC), Indemnification Agreement (Calyxt, Inc.)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by or on behalf of Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 36 contracts
Samples: Indemnification Agreement (Installed Building Products, Inc.), Indemnification Agreement (Frontier Group Holdings, Inc.), Indemnification Agreement
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (ia) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (iib) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 32 contracts
Samples: Indemnification Agreement (Biolase, Inc), Indemnification Agreement (Biolase, Inc), Officer Indemnification Agreement (Kiromic Biopharma, Inc.)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; Proceeding and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 30 contracts
Samples: Director Retainer Agreement (King Resources, Inc.), Director Retainer Agreement (Tianci International, Inc.), Director Retainer Agreement (Tianci International, Inc.)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the CompanyCorporation, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such the Proceeding in order to reflect (ia) the relative benefits received by the Company Corporation and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (iib) the relative fault of the Company Corporation (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 28 contracts
Samples: Indemnification Agreement (OptiNose, Inc.), Indemnification Agreement (OptiNose, Inc.), Indemnification Agreement (OptiNose, Inc.)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect reflect: (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause rise to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 28 contracts
Samples: Indemnification Agreement (Evoke Pharma Inc), Indemnification Agreement (Puma Biotechnology, Inc.), Indemnification Agreement (Sorrento Therapeutics, Inc.)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable in whole or part to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 24 contracts
Samples: Indemnification Agreement (Talos Energy Inc.), Form of Indemnification Agreement (Talos Energy Inc.), Indemnification Agreement (Talos Energy Inc.)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall will contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agentsAgents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 23 contracts
Samples: Indemnification Agreement (Siga Technologies Inc), Indemnification and Advancement Agreement (Sable Offshore Corp.), Form of Indemnification and Advancement Agreement (CARGO Therapeutics, Inc.)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect reflect: (ia) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (iib) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 22 contracts
Samples: Indemnification Agreement (Synergy Resources Corp), Indemnification Agreement (Omega Protein Corp), Form of Indemnification Agreement (Synthesis Energy Systems Inc)
Contribution. To the fullest extent permissible under by applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 17 contracts
Samples: Indemnification Agreement (Marketaxess Holdings Inc), Indemnification Agreement (Maidenform Brands, Inc.), Indemnification Agreement (Alico Inc)
Contribution. (A) To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid fines and settlements and reasonable expenses actually incurred by or to be paid in settlement and/or for Expenseson behalf of an Indemnitee, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directorstrustees, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 14 contracts
Samples: Indemnification Agreement (American Homes 4 Rent, L.P.), Indemnification Agreement (Net Lease Office Properties), Indemnification Agreement (American Homes 4 Rent)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall will contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (ia) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (iib) the relative fault of the Company (and its directors, officers, employees and agentsAgents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 13 contracts
Samples: Indemnification and Advancement Agreement (ServiceTitan, Inc.), Indemnification and Advancement Agreement (Primo Brands Corp), Indemnification and Advancement Agreement (Cerebras Systems Inc.)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by IndemniteeIndemnitee or on his behalf, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement Liabilities and/or for Expenses, Expenses in connection with any claim a Proceeding or other expenses relating to an indemnifiable event or transaction under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding action, suit or other proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause rise to such Proceedingaction, suit or other proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 12 contracts
Samples: Indemnification Agreement (Ginger Punch Racing Corp), Indemnification Agreement (Ghostzapper Racing Corp), Indemnification Agreement (Awesome Again Racing Corp)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such the Proceeding in order to reflect (ia) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (iib) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 11 contracts
Samples: Indemnification Agreement (Clearwater Analytics Holdings, Inc.), Indemnification Agreement (CCC Intelligent Solutions Holdings Inc.), Indemnification Agreement (Galileo Newco LTD)
Contribution. To the fullest extent permissible under applicable lawApplicable Law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall will contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 10 contracts
Samples: Indemnification and Advancement Agreement (Job Aire Group Inc.), Indemnification and Advancement Agreement (Job Aire Group Inc.), Indemnification and Advancement Agreement (Job Aire Group Inc.)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or and (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 9 contracts
Samples: Indemnity Agreement (STR Holdings LLC), Indemnity Agreement (STR Holdings LLC), Indemnity Agreement (Archipelago Learning, Inc.)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or and for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (ia) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) events or transactions giving cause to such Proceeding; and/or , and (iib) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s)events or transactions.
Appears in 9 contracts
Samples: Indemnification Agreement (Cheetah Net Supply Chain Service Inc.), Indemnification Agreement (Cheetah Net Supply Chain Service Inc.), Indemnification Agreement (Cheetah Net Supply Chain Service Inc.)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company Company, on the one hand, and Indemnitee , on the other, as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company Company, on the one hand (and its directors, officers, employees and agents) and Indemnitee Indemnitee, on the other, in connection with such event(s) and/or transaction(s).
Appears in 8 contracts
Samples: Indemnification Agreement (Medivation, Inc.), Indemnification Agreement (Medivation, Inc.), Indemnification Agreement (Medivation, Inc.)
Contribution. (A) To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid fines and settlements and Expenses actually incurred by or to be paid in settlement and/or for Expenseson behalf of an Indemnitee, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 8 contracts
Samples: Indemnification Agreement (Stirling Hotels & Resorts, Inc.), Indemnification Agreement (Ashford Inc.), Indemnification Agreement (Ashford Hospitality Prime, Inc.)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company Company, on the one hand, and Indemnitee Indemnitee, on the other hand, as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its other directors, officers, employees and agents) on the one hand, and Indemnitee Indemnitee, on the other hand, in connection with such event(s) and/or transaction(s).
Appears in 7 contracts
Samples: Indemnification Agreement (PSQ Holdings, Inc.), Indemnification Agreement (Ev Transportation Services, Inc.), Indemnification Agreement (Xilio Therapeutics, Inc.)
Contribution. To the fullest extent permissible under permitted by applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expensesany and all Losses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company Company, on the one hand, and Indemnitee Indemnitee, on the other hand, as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) ), on the one hand, and Indemnitee Indemnitee, on the other hand, in connection with such event(s) and/or transaction(s).
Appears in 6 contracts
Samples: Indemnification Agreement (Centuri Holdings, Inc.), Indemnification Agreement (Southwest Gas Corp), Indemnification Agreement (Southwest Gas Corp)
Contribution. To the fullest extent permissible under permitted by applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 6 contracts
Samples: Director Indemnification Agreement (BJ Services, Inc.), Form of Indemnification Agreement (Lbi Media Holdings Inc), Form of Indemnification Agreement (Lbi Media Holdings Inc)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause rise to such Proceeding; , and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 6 contracts
Samples: Consulting Agreement (Argentex Mining Corp), Indemnification Agreement (CLST Holdings, Inc.), Indemnification Agreement (Cellstar Corp)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company and any other Enterprise (and its their other respective directors, officers, employees employees, fiduciaries, trustees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 6 contracts
Samples: Director Indemnification Agreement (KLDiscovery Inc.), Indemnification Agreement (PGA Holdings, Inc.), Indemnification Agreement (Axalta Coating Systems Ltd.)
Contribution. To the fullest extent permissible under applicable lawlaw permits, if the indemnification provided for in this Agreement provides is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall will contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such that Proceeding in order to reflect reflect: (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause rise to such that Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 6 contracts
Samples: Indemnification Agreement (Copano Energy, L.L.C.), Indemnification Agreement (Us Concrete Inc), Indemnification Agreement (Us Concrete Inc)
Contribution. To the fullest extent permissible permitted under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee or on Indemnitee’s behalf, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such the related Proceeding in order to reflect (ia) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or Proceeding and (iib) the relative fault of the Company (and its directors, officers, employees employees, agents and agentsfiduciaries) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 5 contracts
Samples: Indemnification Agreement (Arena Pharmaceuticals Inc), Indemnification Agreement (Arena Pharmaceuticals Inc), Indemnification Agreement (Arena Pharmaceuticals Inc)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid Expenses or to be paid in settlement and/or for ExpensesLosses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 5 contracts
Samples: Indemnification Agreement (Trans World Corp), Indemnification Agreement (Stamford Industrial Group, Inc.), Indemnification Agreement (Clarus Corp)
Contribution. To the fullest extent permissible under permitted by applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect reflect: (ia) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (iib) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 5 contracts
Samples: Indemnification and Advancement Agreement (AtlasClear Holdings, Inc.), Indemnification and Advancement Agreement (Chavant Capital Acquisition Corp.), Indemnification and Advancement Agreement (Lifesci Acquisition II Corp.)
Contribution. (a) To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 5 contracts
Samples: Indemnification Agreement (FusionStorm Global, Inc.), Indemnification Agreement (FusionStorm Global, Inc.), Indemnification Agreement (GlassHouse Technologies Inc)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; , and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 5 contracts
Samples: Indemnification Agreement (Vaccinex, Inc.), Indemnification Agreement (Syndax Pharmaceuticals Inc), Indemnification Agreement (Syndax Pharmaceuticals Inc)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the CompanyCCO, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for reasonably incurred Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (ia) the relative benefits received by the Company CCO and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (iib) the relative fault of the Company CCO (and its other directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 4 contracts
Samples: Indemnification Agreement (CC Media Holdings Inc), Indemnification Agreement (CC Media Holdings Inc), Indemnification Agreement (CC Media Holdings Inc)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoeveras a matter of law or public policy, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Indemnifiable Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) events and transactions giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) events and/or transaction(s)transactions.
Appears in 4 contracts
Samples: Indemnification Agreement (J.M. Tull Metals Company, Inc.), Indemnification Agreement (Ryerson Inc.), Indemnification Agreement (J.M. Tull Metals Company, Inc.)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by or on behalf of Indemnitee, whether for damages, losses, judgments, liabilities, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (ia) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (iib) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 4 contracts
Samples: Indemnification Agreement (Motorsport Games Inc.), Indemnification Agreement (Motorsport Games Inc.), Indemnification Agreement (Motorsport Games Inc.)
Contribution. To the fullest extent permissible under ------------ applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 4 contracts
Samples: Indemnification Agreement (At Home Corp), Indemnification Agreement (At Home Corp), Indemnification Agreement (At Home Corp)
Contribution. (A) To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid fines and settlements and Expenses actually incurred by or to be paid in settlement and/or for Expenseson behalf of an Indemnitee, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or and/ or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 4 contracts
Samples: Indemnification Agreement (Pernix Therapeutics Holdings, Inc.), Indemnification Agreement (Pernix Therapeutics Holdings, Inc.), Indemnification Agreement (Pernix Therapeutics Holdings, Inc.)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company Company, on the one hand, and Indemnitee Indemnitee, on the other, as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company Company, on the one hand (and its directors, officers, employees and agents) and Indemnitee Indemnitee, on the other, in connection with such event(s) and/or transaction(s).
Appears in 4 contracts
Samples: Form of Indemnification Agreement (Grubb & Ellis Co), Indemnification Agreement (K12 Inc), Indemnification Agreement (Medicis Pharmaceutical Corp)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expensesexpenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding action, suit or proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceedingaction, suit or proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 4 contracts
Samples: Form of Indemnification Agreement (Exterran Corp), Form of Indemnification Agreement (Archrock, Inc.), Indemnification Agreement (Exterran Corp)
Contribution. To the fullest extent permissible under by applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the CompanyCorporation, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company Corporation and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company Corporation (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 4 contracts
Samples: Stream Global Services (Stream Global Services, Inc.), Indemnification Agreement (Staples Inc), Wright Express Corporation (Wright Express CORP)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by or on behalf of Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (ia) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (iib) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 4 contracts
Samples: Indemnification Agreement (Axonics Modulation Technologies, Inc.), Indemnification Agreement (Evolus, Inc.), Indemnification Agreement (Hancock Jaffe Laboratories, Inc.)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for reasonably incurred Expenses, in connection with any claim relating to an indemnifiable event a Proceeding under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause rise to such Proceeding; and/or (ii) the relative fault of the Company (and its other directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 4 contracts
Samples: Indemnification Agreement, Indemnification Agreement (Bright Horizons Family Solutions Inc.), Indemnification Agreement (Bright Horizons Family Solutions Inc.)
Contribution. (a) To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the CompanyCorporation, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company Corporation and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company Corporation (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 4 contracts
Samples: Form of Indemnification Agreement (Textainer Group Holdings LTD), Indemnification Agreement (Telanetix,Inc), Indemnification Agreement (Image Entertainment Inc)
Contribution. To the fullest extent permissible under applicable law, ------------ if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the CompanyCorporation, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company Corporation and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company Corporation (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 4 contracts
Samples: Indemnification Agreement (Magma Design Automation Inc), Indemnification Agreement (Tvia Inc), Indemnification Agreement (Logicvision Inc)
Contribution. To the fullest extent permissible under the applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or , and (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 4 contracts
Samples: Indemnification Agreement (Sterling Check Corp.), Form of Indemnification Agreement (iPic Entertainment Inc.), Indemnification Agreement (EWT Holdings I Corp.)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s). Section 22.
Appears in 4 contracts
Samples: Execution Version Indemnification Agreement, Director Indemnification Agreement (Ensco International Inc), Officer Indemnification Agreement (Ensco International Inc)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect reflect: (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause rise to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 4 contracts
Samples: Indemnification Agreement (Skinmedica Inc), Indemnification Agreement (Somaxon Pharmaceuticals, Inc.), Indemnification Agreement (Websidestory Inc)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to an Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying the Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, finesfines (including any excise taxes), penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; Proceeding and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 4 contracts
Samples: Indemnification Agreement (Neustar Inc), Indemnification Agreement (Neustar Inc), Indemnification Agreement (Neustar Inc)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to the Indemnitee for any reason whatsoever, the CompanyCorporation, in lieu of indemnifying the Indemnitee, shall contribute to the amount incurred by the Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or or for Expenses, in connection with any claim relating to an indemnifiable event matter under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (ia) the relative benefits received by the Company Corporation and the Indemnitee as a result of the event(s) and/or transaction(s) event or transaction giving cause rise to such Proceeding; and/or and (iib) the relative fault of the Company Corporation (and its directors, officers, employees and agents) and the Indemnitee in connection with such event(s) and/or transaction(s)events or transactions.
Appears in 3 contracts
Samples: Indemnification Agreement (Coast Financial Holdings Inc), Indemnification Agreement (Coast Financial Holdings Inc), Indemnification Agreement (Coast Financial Holdings Inc)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim Claim relating to an indemnifiable event Indemnifiable Event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding Claim in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such ProceedingClaim; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 3 contracts
Samples: Indemnification Agreement (Concentric Energy Corp), Indemnification Agreement (Concentric Energy Corp), Indemnification Agreement (Concentric Energy Corp)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect reflect: (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 3 contracts
Samples: Indemnification Agreement (Akoustis Technologies, Inc.), Indemnification Agreement (Javelin Pharmaceuticals, Inc), Indemnification Agreement (Javelin Pharmaceuticals, Inc)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the CompanyCompanies, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for reasonably incurred Expenses, in connection with any claim relating to an indemnifiable event a Proceeding under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company Companies and the Indemnitee as a result of the event(s) and/or transaction(s) giving cause rise to such Proceeding; and/or (ii) the relative fault of the Company Companies (and its their respective other directors, officers, employees and agents) and the Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 3 contracts
Samples: Form of Indemnification Agreement (Surgery Partners, Inc.), Form of Indemnification Agreement (Habit Restaurants, Inc.), Form of Indemnification Agreement (Norcraft Companies, Inc.)
Contribution. (a) To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause rise to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 3 contracts
Samples: Indemnification Agreement (G Iii Apparel Group LTD /De/), Indemnification Agreement (Mirion Technologies, Inc.), Indemnification Agreement (Mirion Technologies, Inc.)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceedingproceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee lndemnitee in connection with such event(s) and/or transaction(s).
Appears in 3 contracts
Samples: Indemnity Agreement, Form of Indemnity Agreement (Stitch Fix, Inc.), Form of Indemnity Agreement (Stitch Fix, Inc.)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the CompanyIMS Companies, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for reasonably incurred Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company IMS Companies and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company IMS Companies (and its their other directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 3 contracts
Samples: Indemnification Agreement (IMS Health Holdings, Inc.), Indemnification Agreement (IMS Health Holdings, Inc.), Indemnification Agreement (IMS Health Holdings, Inc.)
Contribution. To the fullest extent permissible under by applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agentsagents other than Indemnitee) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 3 contracts
Samples: Indemnification Agreement (Rush Enterprises Inc \Tx\), Indemnification Agreement (Enovation Controls, Inc.), Indemnification Agreement (Fairway Group Holdings Corp)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company Company, on the one hand, and Indemnitee Indemnitee, on the other, as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company Company, on the one hand (and its directors, officers, employees and agents) ), and Indemnitee Indemnitee, on the other, in connection with such event(s) and/or transaction(s).
Appears in 3 contracts
Samples: Indemnification Agreement (Peplin Inc), Indemnification Agreement (Peplin Inc), Indemnification Agreement (Isotis Inc)
Contribution. To the fullest extent permissible under permitted by applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee Covered Agent for any reason whatsoever, the Company, in lieu of indemnifying IndemniteeCovered Agent, shall contribute to the amount incurred by Indemniteeor on behalf of Covered Agent, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee Covered Agent as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee Covered Agent in connection with such event(s) and/or transaction(s).
Appears in 3 contracts
Samples: Indemnification Agreement (T3 Motion, Inc.), Indemnity Agreement (Ddi Corp), Indemnity Agreement (SRS Labs Inc)
Contribution. To the fullest extent permissible under the applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or , and /or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 3 contracts
Samples: Indemnification Agreement (Poland Communications Inc), Indemnification Agreement (Entertainment Inc), Indemnification Agreement (Entertainment Inc)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause rise to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 2 contracts
Samples: Form of Indemnification Agreement (Credo Technology Group Holding LTD), Form of Indemnification Agreement (Credo Technology Group Holding LTD)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall will contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect reflect: (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 2 contracts
Samples: Indemnification and Advancement Agreement (System1, Inc.), Indemnification and Advancement Agreement (System1, Inc.)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for actually incurred Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its other directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 2 contracts
Samples: Indemnification Agreement (Performance Health Holdings Corp.), Indemnification Agreement (Performance Health Holdings Corp.)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 2 contracts
Samples: Indemnification Agreement (Avatex Corp), Indemnification Agreement (Avatex Corp)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the CompanyATD Companies, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for reasonably incurred Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company ATD Companies and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company ATD Companies (and its their other directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 2 contracts
Samples: Stockholders Agreement (ATD Corp), Indemnification Agreement (ATD Corp)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid fines and settlements and reasonable expenses actually incurred by or to be paid in settlement and/or for Expenseson behalf of an Indemnitee, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directorstrustees, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 2 contracts
Samples: Indemnification Agreement (Colonial Realty Limited Partnership), Indemnification Agreement (Colonial Realty Limited Partnership)
Contribution. To the fullest extent permissible under applicable permitted by law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the CompanyCCO, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for reasonably incurred Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (ia) the relative benefits received by the Company CCO and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (iib) the relative fault of the Company CCO (and its other directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 2 contracts
Samples: Indemnification Agreement (Clear Channel Holdings, Inc.), Indemnification Agreement (Clear Channel Outdoor Holdings, Inc.)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the CompanyCorporation, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company Corporation and Indemnitee as a result of the event(s) and/or or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company Corporation (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or or transaction(s); or (iii) both (i) and (ii) above.
Appears in 2 contracts
Samples: Indemnification Agreement (Potlatchdeltic Corp), Indemnification Agreement (Potlatch Corp)
Contribution. To the fullest extent permissible under applicable law, if the indemnification rights provided for in this Agreement is are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim Proceeding relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (ia) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause rise to such Proceeding; Proceeding and/or (iib) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 2 contracts
Samples: Indemnity Agreement (Heritage-Crystal Clean, Inc.), Indemnity Agreement (Orbitz Worldwide, Inc.)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits KL3 2697002.1 received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 2 contracts
Samples: Indemnification Agreement (United Rentals North America Inc), Indemnification Agreement (United Rentals North America Inc)
Contribution. To the fullest extent permissible permitted under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (ia) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (iib) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 2 contracts
Samples: Indemnification Agreement (Preferred Apartment Communities Inc), Indemnification Agreement (Artio Global Investors Inc.)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the CompanyCorporation, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such the Proceeding in order to reflect (ia) the relative benefits received by the Company Corporation and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; Proceeding and/or (iib) the relative fault of the Company Corporation (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 2 contracts
Samples: Indemnification Agreement (21st Century Oncology Holdings, Inc.), Indemnification Agreement (21st Century Oncology Holdings, Inc.)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement Deed is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall will contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this AgreementDeed, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 2 contracts
Samples: Heramba Electric PLC, Heramba Electric PLC
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such the relevant Proceeding in order to reflect (i) the relative benefits received by the Company or other Covered Enterprise and Indemnitee as a result of the event(s) and/or transaction(s) giving cause rise to such Proceeding; and/or (ii) the relative fault of the Company or other Covered Enterprise (and its directors, officers, employees managers, employees, agents and agentsfiduciaries) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 2 contracts
Samples: Indemnification and Advancement Agreement (Emisphere Technologies Inc), Indemnification and Advancement Agreement (Emisphere Technologies Inc)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this AgreementProceeding, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by any member of the Company Group and Indemnitee as a result of in connection with the event(s) and/or transaction(s) giving cause rise to such Proceeding; and/or (ii) the relative fault of any member of the Company Group (and its directors, officers, employees employees, legal counsel, fiduciaries and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 2 contracts
Samples: Indemnification Agreement (FibroBiologics Inc.), Indemnification Agreement (MRC Global Inc.)
Contribution. To the fullest extent permissible under applicable permitted by law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the CompanyIHM, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for reasonably incurred Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (ia) the relative benefits received by the Company IHM and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (iib) the relative fault of the Company IHM (and its other directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 2 contracts
Samples: Indemnification Agreement (iHeartMedia, Inc.), Indemnification Agreement (iHeartMedia, Inc.)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, ERISA excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause rise to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 2 contracts
Samples: Form of Indemnification Agreement (AssetMark Financial Holdings, Inc.), Form of Indemnification Agreement (AssetMark Financial Holdings, Inc.)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable indemnifiable, event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 2 contracts
Samples: Indemnity Agreement (Intersil Corp/De), Employment Agreement (Intersil Corp/De)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoeverwhatsoever other than under the express limitations set forth in this Agreement, the Company, in lieu of indemnifying Indemnitee, shall shall, upon approval or order of the Delaware Court, contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement payable by Indemnitee as a result of any Losses and/or for Expenses, in connection with any claim relating to an indemnifiable event Indemnification Event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (ia) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (iib) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 2 contracts
Samples: Imh Financial Corporation Indemnification Agreement (IMH Financial Corp), Imh Financial Corporation Indemnification Agreement (IMH Financial Corp)
Contribution. To the fullest extent permissible under permitted by applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the CompanyCorporation, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company Corporation and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company Corporation (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 2 contracts
Samples: Indemnification Agreement (ESH Hospitality, Inc.), Indemnification Agreement (ESH Hospitality, Inc.)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether whethis for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; Proceeding and/or (ii) the relative fault of the Company (and its directorsOfficers, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 2 contracts
Samples: Officer Retainer Agreement (Kronos Advanced Technologies Inc), Officer Retainer Agreement (Kronos Advanced Technologies Inc)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company Company, on the one hand, and Indemnitee Indemnitee, on the other, as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company Company, on the one hand (and its directors, officers, employees and agents) and Indemnitee Indemnitee, on the other, in connection with such event(s) and/or transaction(s).
Appears in 2 contracts
Samples: Indemnification Agreement (Medivation, Inc.), Director’s Indemnification Agreement (Craftmade International Inc)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement settlement, and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; , and/or (ii) the relative fault of the Company (and its directors, officers, employees employees, and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 2 contracts
Samples: Indemnification Agreement (Atlas Acquisition Holdings Corp.), Indemnification Agreement (Atlas Acquisition Holdings Corp.)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall jointly and severally contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company Company, on the one hand, and Indemnitee Indemnitee, on the other, as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company Company, on the one hand (and its directors, officers, employees and agents) and Indemnitee Indemnitee, on the other, in connection with such event(s) and/or transaction(s).
Appears in 2 contracts
Samples: Director’s Indemnification Agreement (SLM Corp), Director’s Indemnification Agreement (SLM Corp)
Contribution. (a) To the fullest extent permissible under by applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event Indemnifiable Event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding Claim in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause rise to such ProceedingClaim; and/or (ii) the relative fault of the Company (and its directors, officers, employees employees, and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 2 contracts
Samples: Indemnification Agreement (Ii-Vi Inc), Indemnification Agreement (Ii-Vi Inc)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, ERISA excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause rise to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 2 contracts
Samples: Form of Indemnification Agreement (Doma Holdings, Inc.), Form of Indemnification Agreement (Acutus Medical, Inc.)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the CompanyClear Channel Companies, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for reasonably incurred Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company Clear Channel Companies and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company Clear Channel Companies (and its their other directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 2 contracts
Samples: Indemnification Agreement (CC Media Holdings Inc), Indemnification Agreement (C C Media Holdings Inc)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement (including any interest, assessments, or other charges imposed thereon) and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, Proceeding in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of in connection with the event(s) and/or transaction(s) giving cause rise to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s)transactions.
Appears in 2 contracts
Samples: Indemnification Agreement (Pcm, Inc.), Form of Indemnification Agreement (Pcm, Inc.)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company Company, on the one hand, and Indemnitee Indemnitee, on the other, as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company Company, on the one hand (and its directors, officers, employees and agents) ), and Indemnitee Indemnitee, on the other, in connection with such event(s) and/or transaction(stransactions(s).
Appears in 2 contracts
Samples: Indemnification Agreement (Great Atlantic & Pacific Tea Co Inc), Form of Indemnification Agreement (Great Atlantic & Pacific Tea Co Inc)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement Deed is unavailable to Indemnitee Covered Person for any reason whatsoever, the Company, in lieu of indemnifying IndemniteeCovered Person, shall contribute to the amount incurred by IndemniteeCovered Person, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event Indemnifiable Event under this AgreementDeed, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee Covered Person as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee Covered Person in connection with such event(s) and/or transaction(s).
Appears in 2 contracts
Samples: Deed of Indemnification (nVent Electric PLC), Deed of Indemnification (Pentair PLC)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall will contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (ia) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (iib) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 2 contracts
Samples: Form of Indemnification and Advancement Agreement (Above Food Ingredients Inc.), Indemnification and Advancement Agreement (PCI Media, Inc.)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect reflect: (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(stransactions(s) giving cause rise to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 2 contracts
Samples: Indemnification Agreement (BioHorizons, Inc.), Indemnification Agreement (Alphatec Holdings, Inc.)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the CompanyRosehill Companies, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for reasonably incurred Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company Rosehill Companies and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company Rosehill Companies (and its their other directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).
Appears in 2 contracts
Samples: Indemnification Agreement, Indemnification Agreement (Rosehill Resources Inc.)
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (ia) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or or transaction(s) giving cause to such Proceeding; and/or and (iib) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or or transaction(s).
Appears in 2 contracts
Samples: Indemnification Agreement (AeroVironment Inc), Indemnification Agreement (Furmanite Corp)
