Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, brought or made by him against the Company.
Appears in 38 contracts
Samples: Employment Agreement, Indemnification Agreement (Maiden Holdings, Ltd.), Indemnification Agreement (Amtrust Financial Services, Inc.)
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreementhereof, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, Proceeding brought by Indemnitee or any claim thereintherein prior to a Change in Control, brought unless the bringing of such Proceeding or made making of such claim shall have been approved by him against the CompanyBoard of Directors.
Appears in 17 contracts
Samples: Indemnification Agreement (Petroquest Energy Inc), Indemnification Agreement (Oei International Inc), Indemnification Agreement (Petroquest Energy Inc)
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this AgreementExcept as provided in Section 11.5, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, brought or made by him against the CompanyCorporation.
Appears in 16 contracts
Samples: Indemnification Agreement (Chicken Soup for the Soul Entertainment, Inc.), Indemnification Agreement (PAVmed Inc.), Indemnification Agreement (Long Island Iced Tea Corp.)
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, the Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, brought or made by him against the CompanyCompany except for any claim or Proceeding in respect of this Agreement and/or the Indemnitee’s rights hereunder.
Appears in 13 contracts
Samples: Indemnification Agreement (Ladder Capital Corp), Indemnification Agreement (FX Alliance Inc.), Indemnification Agreement (Trustwave Holdings, Inc.)
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceedingproceeding, or any claim therein, brought or made by him against the Company.
Appears in 13 contracts
Samples: Indemnification Agreement (Staff Builders Inc /De/), Indemnification Agreement (Tender Loving Care Health Care Services Inc/ Ny), Indemnification Agreement (Tender Loving Care Health Care Services Inc/ Ny)
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any ProceedingProceeding brought by Indemnitee, or any claim thereintherein prior to a Change in Control, brought unless the bringing of such Proceeding or made making of such claim shall have been approved by him against the CompanyBoard of Directors.
Appears in 13 contracts
Samples: Director's Services Agreement (Charlotte's Web Holdings, Inc.), Indemnification Agreement, Indemnification Agreement (Lydall Inc /De/)
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceedingaction, suit or proceeding, or any claim therein, initiated, brought or made by him Indemnitee (i) against the Company, unless a Change in Control shall have occurred, or (ii) against any person other than the Company, unless approved in advance by the Board.
Appears in 11 contracts
Samples: Indemnification Agreement (Orthovita Inc), Employment Agreement (Thermo Fisher Scientific Inc.), Indemnification Agreement (Closure Medical Corp)
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, brought or made by him against the CompanyCorporation.
Appears in 9 contracts
Samples: Merger Agreement (Mimvi, Inc.), Indemnification Agreement (Mimvi, Inc.), Indemnification Agreement (Mimvi, Inc.)
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, brought or made by him against the CompanyCompany or the Individual Indemnitors, unless the Company has joined in or consented to the initiation of such Proceeding.
Appears in 9 contracts
Samples: Indemnification Agreement (Texas Biotechnology Corp /De/), Indemnification & Liability (Midcoast Energy Resources Inc), Indemnification Agreement (Midcoast Energy Resources Inc)
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this AgreementExcept as otherwise provided specifically herein, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim thereinherein, brought or made by him against the CompanyCorporation.
Appears in 8 contracts
Samples: Indemnification Agreement (Herley Industries Inc /New), Indemnification Agreement (Softworks Inc), Indemnification Agreement (Nu Horizons Electronics Corp)
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim claim, issue or matter therein, brought or made by him against the CompanyCorporation, except as may be provided in Section 9(e) of this Agreement.
Appears in 7 contracts
Samples: Indemnification Agreement (Rohn Industries Inc), Indemnification Agreement (Rohn Industries Inc), Indemnification Agreement (Rohn Industries Inc)
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceedingaction, suit or proceeding, or any claim therein, initiated, brought or made by him (i) against the Company, unless a Change in Control shall have occurred, or (ii) against any person other than the Company, unless approved in advance by the Board.
Appears in 6 contracts
Samples: Employment Agreement (Thermo Electron Corp), Indemnification Agreement (Onix Systems Inc), Indemnification & Liability (Thermedics Inc)
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any ProceedingProceeding brought by Indemnitee, or any claim therein, brought unless the bringing of such Proceeding or made making of such claim shall have been approved by him against the CompanyBoard.
Appears in 5 contracts
Samples: Independent Contractor Agreement (Argentex Mining Corp), Indemnification Agreement (Argentex Mining Corp), Independent Contractor Agreement (Argentex Mining Corp)
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, except as otherwise provided in Section 10, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, brought or made by him or her against the Company without the prior written consent of the Company.
Appears in 4 contracts
Samples: Indemnification Agreement (BJ's Wholesale Club Holdings, Inc.), Indemnification Agreement (BJ's Wholesale Club Holdings, Inc.), Indemnification Agreement (BJ's Wholesale Club Holdings, Inc.)
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, the Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, brought or made by him against the CompanyCompany except for any claim or Proceeding in respect of this Agreement and/or the Indemnitee's rights hereunder.
Appears in 3 contracts
Samples: Indemnification Agreement (Ignite Restaurant Group, Inc.), Indemnification Agreement (Newmark Homes Corp), Indemnification Agreement (Technical Olympic Usa Inc)
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any ProceedingProceeding brought by Indemnitee, or any claim thereintherein prior to a Change in Control, brought unless the bringing of such Proceeding or made making of such claim shall have been approved by him against the CompanyBoard.
Appears in 3 contracts
Samples: Indemnification Agreement (Entertainment Inc), Indemnification Agreement (Entertainment Inc), Indemnification Agreement (Poland Communications Inc)
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of Except as otherwise expressly provided in this Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, brought or made by him Indemnitee against the CompanyCompany or any of its directors.
Appears in 3 contracts
Samples: Indemnification Agreement (DCT Industrial Trust Inc.), Indemnification Agreement (DCT Industrial Trust Inc.), Indemnification Agreement (Dividend Capital Trust Inc)
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, brought or made by him or her against the CompanyCorporation, except as otherwise provided for in Section 11 of this Agreement.
Appears in 3 contracts
Samples: Indemnification Agreement (Great Basin Scientific, Inc.), Indemnification Agreement (Helios & Matheson Analytics Inc.), Indemnification Agreement (Helios & Matheson Analytics Inc.)
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any ProceedingProceeding brought by Indemnitee, unless the bringing of such Proceeding or any making of such claim therein, brought or made shall have been approved by him against the CompanyBoard of Directors.
Appears in 3 contracts
Samples: Indemnification Agreement (Educate Inc), Indemnification Agreement (Realty Income Corp), Indemnification Agreement (Realty Income Corp)
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advancement advance of Expenses under this Agreement with respect to any ProceedingProceeding brought by Indemnitee, unless the bringing of such Proceeding or any making of such claim therein, brought or made shall have been approved by him against the CompanyBoard of Directors.
Appears in 2 contracts
Samples: Indemnification Agreement (Burnham Pacific Properties Inc), Indemnification Agreement (Burnham Pacific Properties Inc)
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of in this Agreement, Indemnitee the Company shall not be entitled to indemnification or advancement of Expenses obligated under this Agreement to make any indemnity in connection with respect to any Proceeding, or any claim therein, brought or made by him against the Company.Indemnitee:
Appears in 2 contracts
Samples: Indemnification Agreement (Us Concrete Inc), Indemnification Agreement (Us Concrete Inc)
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, brought or made by him against the Company, except as provided in Section 11.
Appears in 2 contracts
Samples: Indemnity Agreement (Miller Herman Inc), Indemnity Agreement (Miller Herman Inc)
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceedingproceeding, or any claim therein, brought or made by him her against the Company.
Appears in 2 contracts
Samples: Indemnification Agreement (Tender Loving Care Health Care Services Inc/ Ny), Indemnification Agreement (Tender Loving Care Health Care Services Inc/ Ny)
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this AgreementExcept as otherwise provided specifically herein, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim thereinherein, brought or made by him against the Company.
Appears in 2 contracts
Samples: Employment Agreement (DVL Inc /De/), Employment Agreement (DVL Inc /De/)
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim claim, issue or matter therein, brought or made by him Indemnitee against the CompanyCorporation, except as may be provided in Section 9(e) of this Agreement.
Appears in 2 contracts
Samples: Indemnification Agreement (Maxworldwide Inc), Indemnification Agreement (Peerless Systems Corp)
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, brought or made by him against the Company, other than those incurred by the Indemnitee in successfully enforcing the Agreement.
Appears in 2 contracts
Samples: Indemnification Agreement (Arv Assisted Living Inc), Indemnification Agreement (Arv Assisted Living Inc)
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreementhereof, Indemnitee shall will not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, Proceeding brought by Indemnitee or any claim thereintherein prior to a Change of Control, brought unless the bringing of such Proceeding or made making of such claim shall have been approved by him against the CompanyBoard of Directors.
Appears in 1 contract
Samples: Indemnification Agreement (Innovative Valve Technologies Inc)
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, the Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, brought or made by him the Indemnitee against the CompanyCompany except for any claim or Proceeding in respect of this Agreement and/or the Indemnitee’s rights hereunder, unless the Board of Directors authorized such Proceeding (or any part of such Proceeding) prior to its initiation.
Appears in 1 contract
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim thereinclaim, issue or matter therein brought or made by him Indemnitee against the CompanyCorporation, except as may be provided in Section 9(e) of this Agreement.
Appears in 1 contract
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim claim, issue, or matter therein, brought or made by him against the CompanyCorporation, except as may be provided in Section 9(e) of this Agreement.
Appears in 1 contract
Samples: Indemnification Agreement (Ophthalmic Imaging Systems Inc)
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, the Indemnitee shall not be entitled to indemnification of Expenses or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, brought or made by him against the CompanyCompany except for any claim or Proceeding in respect of this Agreement and/or the Indemnitee's rights hereunder.
Appears in 1 contract
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, Proceeding or any claim therein, therein brought or made by him against the Company.
Appears in 1 contract
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, the Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, brought or made by him the Indemnitee against the CompanyCompany except for any claim or Proceeding in respect of this Agreement and/or the Indemnitee’s rights hereunder.
Appears in 1 contract
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceedingaction, suit or proceeding, or any claim therein, initiated, brought or made by him (i) against the Company, unless a Change in Control shall have occurred, or (ii) against any person other than the Company, unless approved in advance by the Board of Directors.
Appears in 1 contract
Samples: Indemnification Agreement (Thermedics Detection Inc)
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, brought or made by him against the CompanyCompany except for any claim or proceeding or in respect of this Agreement and/or the Indemnitee's rights hereunder.
Appears in 1 contract
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, brought or made by him her against the Company.
Appears in 1 contract
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim claim, issue or matter therein, brought or made by him or her against the CompanyCorporation, except as otherwise provided for in Section 11 of this Agreement.
Appears in 1 contract
Samples: Indemnification Agreement (Helios & Matheson Analytics Inc.)
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any ProceedingProceeding brought by Indemnitee, or any claim thereintherein prior to a Change of Control, brought unless the bringing of such Proceeding or made making of such claim shall have been approved by him against the CompanyBoard.
Appears in 1 contract
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, brought or made by him against the Company.Corporation
Appears in 1 contract
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision provi sion of this Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim claim, issue or matter therein, brought or made by him Indemnitee against the CompanyCorporation, except as may be provided in Section 9(e) of this Agreement.
Appears in 1 contract
Samples: Indemnification Agreement (L90 Inc)
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, brought or made by him against the Company, except any such Proceeding brought or made by Indemnitee to enforce his rights under this Agreement.
Appears in 1 contract
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, brought or made by him Indemnitee against the Company.
Appears in 1 contract
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim claim, issue or matter therein, brought or made by him against the CompanyFund, except as provided in Section 10(e) and except in connection with an affirmative defense and/or a mandatory cross-claim made in an action or Proceeding brought against him or her.
Appears in 1 contract
Samples: Indemnification Agreement (Investors Research Fund Inc)
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreementhereof, Indemnitee shall will not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, Proceeding brought by Indemnitee or any claim thereintherein prior to a Change of Control, brought unless the Board has approved the bringing of that Proceeding or made by him against the Companymaking of that claim.
Appears in 1 contract
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this AgreementExcept as provided in Section 11(d), Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, therein brought or made by him or her against the CompanyCorporation.
Appears in 1 contract
