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 action, suit or proceeding, or any claim therein, initiated, brought or made by 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 (Closure Medical Corp), Indemnification Agreement (Orthovita Inc), Employment Agreement (Thermo Fisher Scientific 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 action, suit or proceedingProceeding, or any claim therein, initiatedherein, brought or made by Indemnitee (i) him 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 BoardCorporation.
Appears in 8 contracts
Samples: Indemnification Agreement (Herley Industries Inc /New), Indemnification Agreement (Etravnet Com 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 action, suit or proceeding, or any claim therein, initiated, brought or made by Indemnitee 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: Indemnification Agreement (Thermo Vision Corp), Indemnification Agreement (Thermo Vision Corp), Indemnification Agreement (Randers Group 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 action, suit or proceedingProceeding, or any claim therein, initiated, brought or made by Indemnitee (i) him against the CompanyCompany or the Individual Indemnitors, unless a Change the Company has joined in Control shall have occurred, or (ii) against any person other than consented to the Company, unless approved in advance by the Boardinitiation of such Proceeding.
Appears in 5 contracts
Samples: Indemnification Agreement (Lasermedics Inc), Agreement (Midcoast Energy Resources Inc), 3 Agreement (Midcoast Energy Resources 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 action, suit or proceedingProceeding, or any claim therein, initiated, brought or made by Indemnitee (i) him against the CompanyCompany or the Individual Indemnitors, unless a Change the Company has joined in Control shall have occurred, or (ii) against any person other than consented to the Company, unless approved in advance by the Boardinitiation of such Proceeding. Section 16.
Appears in 4 contracts
Samples: 7 Agreement (Midcoast Energy Resources Inc), 6 Agreement (Midcoast Energy Resources Inc), 5 Agreement (Midcoast Energy Resources 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 action, suit or proceedingProceeding brought by Indemnitee, or any claim therein, initiated, brought or made by Indemnitee (i) against the Company, unless therein prior to a Change in Control Control, unless the bringing of such Proceeding or making of such claim shall have occurred, or (ii) against any person other than the Company, unless been approved in advance by the Board.
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 this Agreement, the Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any action, suit or proceedingProceeding, or any claim therein, initiated, brought or made by Indemnitee (i) him against the Company, unless a Change Company except for any claim or Proceeding in Control shall have occurred, or (ii) against any person other than respect of this Agreement and/or the Company, unless approved in advance by the BoardIndemnitee'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 AgreementExcept as otherwise provided specifically herein, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any action, suit or proceedingProceeding, or any claim therein, initiatedherein, brought or made by Indemnitee (i) him 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 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 action, suit or proceeding, or any claim therein, initiated, brought or made by Indemnitee (i) her 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 2 contracts
Samples: Tender Loving Care Health Care Services Inc/ Ny, 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 action, suit or proceedingProceeding, or any claim therein, initiated, brought or made by Indemnitee (i) him against the Company, unless a Change in Control shall have occurred, or (ii) against any person other than the Company, unless approved in advance those incurred by the BoardIndemnitee 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 Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any action, suit or proceedingProceeding, or any claim therein, initiatedbrought or made by him against the Company, except any such Proceeding brought or made by 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 Boardto 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, the Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any action, suit or proceedingProceeding, or any claim therein, initiated, brought or made by the Indemnitee (i) against the CompanyCompany except for any claim or Proceeding in respect of this Agreement and/or the Indemnitee’s rights hereunder, unless a Change in Control shall have occurred, the Board of Directors authorized such Proceeding (or (iiany part of such Proceeding) against any person other than the Company, unless approved in advance by the Boardprior to its initiation.
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 action, suit or proceedingProceeding, or any claim therein, initiated, brought or made by the Indemnitee (i) against the Company, unless a Change Company except for any claim or Proceeding in Control shall have occurred, or (ii) against any person other than respect of this Agreement and/or the Company, unless approved in advance by the BoardIndemnitee’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 action, suit or proceedingProceeding, or any claim therein, initiated, brought or made by Indemnitee (i) her 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 1 contract
Samples: Agreement (Vencor 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 action, suit or proceeding, Proceeding brought by Indemnitee or any claim therein, initiated, brought or made by Indemnitee (i) against the Companytherein prior to a Change of Control, unless a Change in Control the bringing of such Proceeding or making of such claim shall have occurred, or (ii) against any person other than the Company, unless been approved in advance by the BoardBoard 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, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any action, suit or proceedingProceeding, or any claim therein, initiated, brought or made by Indemnitee (i) him against the Company, unless a Change Company except for any claim or proceeding or in Control shall have occurred, or (ii) against any person other than respect of this Agreement and/or the Company, unless approved in advance by the BoardIndemnitee's rights hereunder.
Appears in 1 contract
Samples: Cabot Oil & Gas Corp
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 action, suit or proceeding, Proceeding brought by Indemnitee or any claim therein, initiated, brought or made by Indemnitee (i) against the Companytherein prior to a Change of Control, unless a Change in Control shall have occurred, the Board has approved the bringing of that Proceeding or (ii) against any person other than the Company, unless approved in advance by the Boardmaking of that claim.
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 action, suit or proceeding, Proceeding or any claim therein, initiated, therein brought or made by Indemnitee (i) him 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 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 action, suit or proceeding, or any claim therein, initiated, brought or made by Indemnitee 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 BoardBoard 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, the Indemnitee shall not be entitled to indemnification of Expenses or advancement of Expenses under this Agreement with respect to any action, suit or proceedingProceeding, or any claim therein, initiated, brought or made by Indemnitee (i) him against the Company, unless a Change Company except for any claim or Proceeding in Control shall have occurred, or (ii) against any person other than respect of this Agreement and/or the Company, unless approved in advance by the BoardIndemnitee's rights hereunder.
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 action, suit or proceedingProceeding, or any claim claim, issue or matter therein, initiated, brought or made by the Indemnitee (i) against the Company, unless a Change in Control shall have occurredits directors, officers, employees or (ii) against any person other than the Companyagents, unless approved in advance by the Board.except for:
Appears in 1 contract
Samples: Form of Indemnification Agreement (First Solar, Inc.)