Director Indemnification Agreements Sample Clauses

Director Indemnification Agreements. The Company and each of the directors designated pursuant to the Stockholders Agreement shall have entered into a director indemnification agreement in the form of Exhibit H attached hereto (the "Director Indemnification Agreements"), and the Director Indemnification Agreements shall be in full force and effect as of the Closing.
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Director Indemnification Agreements. The Company shall have ----------------------------------- authorized indemnification agreements with its directors, which agreements shall be substantially in the form set forth as Exhibit I hereto, and shall have --------- entered into such agreements with each of the directors referenced in Section 4.6 hereof.
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Director Indemnification Agreements. Parent shall have entered into a Director Indemnification Agreement substantially in the form attached hereto as EXHIBIT G (each, a "DIRECTOR INDEMNIFICATION AGREEMENT") with each of James Wolfinger, Patrick Whittingham, Thomas P. Sweeney III, Dr. Jay Xxxxxxxxx, Xxxisxxxxxx X Xxxxxxx xxd Xxxx XxXxxxxx, xxd effexxxxx xxxx xxx date xx xxxxx xxxxxxxxxxx to txx Xxxxx, Xxxistopher S. Gaffney and Carmen J. Scarpa.
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Director Indemnification Agreements. The Company shall have entered into an Indemnification Agreement with Xxxxx Xxxxxxxx in the form attached hereto as Exhibit H.
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Director Indemnification Agreements. Concurrently with the execution of this Agreement, VNCI shall enter into indemnification agreements in the form attached as Exhibit O hereto, with those individuals set forth on Schedule 5.5.
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Director Indemnification Agreements. The Company shall have entered into Director Indemnification Agreements with each of its directors in substantially the form attached hereto as Exhibit J.
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Director Indemnification Agreements. The Company shall have executed and delivered to each person designated by the Purchasers to the Company’s Board of Directors the Indemnification Agreement in substantially the form attached as Exhibit E.
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Director Indemnification Agreements. The Company shall enter into an indemnification agreement with each member of the Board, a copy of which is attached as Exhibit E.
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Director Indemnification Agreements. The Company shall (a) upon a Purchaser Nominee or Series E Director becoming a director of the Company enter into an indemnification agreement with such Purchaser Nominee or Series E Director, as the case may be, in the form entered into with the other directors of the Company (a “Director Indemnification Agreement”), and (b) cause all such Purchaser Nominees and Series E Directors to be covered by any directors and officers insurance policy maintained by the Company from time to time, at all times that a Purchaser Nominee or Series E Director serves on the Board of Directors.
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Related to Director Indemnification Agreements

  • Director Indemnification URSI shall have obtained directors and officers liability insurance from a reputable insurance company in type and amount as is customary for companies similarly situated and URSI shall have entered into an indemnification agreement with each STOCKHOLDER, if any, who will become a director of URSI substantially in the form attached as Annex VII.

  • Indemnification Agreements Concurrently with the execution of this Agreement, the Company and the Executive shall enter into indemnification agreements, copies of which are attached hereto as Exhibit B-1 and Exhibit B-2.

  • Cowen Indemnification Cowen agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent’s Information.

  • Exculpation and Indemnification (a) No Protected Person shall be liable to the Company or any Manager or any other Member for any action taken or omitted to be taken by it or by other Person with respect to the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false.

  • Request for Indemnification and Indemnification Payments Indemnitee shall notify the Company promptly in writing upon receiving notice of any demand, judgment or other requirement for payment that Indemnitee reasonably believes to be subject to indemnification under the terms of this Agreement, and shall request payment thereof by the Company. Indemnification payments requested by Indemnitee under Section 3 hereof shall be made by the Company no later than sixty (60) days after receipt of the written request of Indemnitee. Claims for advancement of expenses shall be made under the provisions of Section 6 herein.

  • MLV Indemnification MLV agrees to indemnify and hold harmless the Company and its directors and each officer of the Company who signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 11(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to MLV and furnished to the Company in writing by MLV expressly for use therein.

  • Indemnification Etc 55 9.1 Survival of Representations, Etc.............................................................. 55 9.2

  • ARTICLE IX INDEMNIFICATION 11 Section 9.01

  • Exculpation; Indemnification Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of the Sole Member, or any manager, officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Company, provided such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 11.

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