Exceptions to Indemnification. Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(b) above in all circumstances other than with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisen, as follows:
Appears in 45 contracts
Samples: Indemnification Agreement (Plug Power Inc), Indemnification Agreement (Watts Water Technologies Inc), Indemnification Agreement (Watts Water Technologies Inc)
Exceptions to Indemnification. Subject to Section 20 below, Indemnitee shall be entitled to indemnification under Sections Section 3(a) and 3(b) above in all circumstances other than and with respect to any each and every specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisenarisen to the fullest extent permissible by applicable law, except as follows:
Appears in 17 contracts
Samples: Employment Agreement (Adial Pharmaceuticals, Inc.), Employment Agreement (Adial Pharmaceuticals, Inc.), Indemnification Agreement (CervoMed Inc.)
Exceptions to Indemnification. The Indemnitee shall be entitled to indemnification under Sections Section 3(a) and Section 3(b) above hereof in all circumstances other than with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisen, as followsfollowing:
Appears in 10 contracts
Samples: Director and Officer Indemnification Agreement (EVERTEC, Inc.), Director and Officer Indemnification Agreement (Napco Security Technologies, Inc), Director and Officer Indemnification Agreement
Exceptions to Indemnification. Subject to Section 20, Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(b) above in all circumstances other than and with respect to any each and every specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisen, except as follows:
Appears in 10 contracts
Samples: Indemnification Agreement (North Haven Private Income Fund LLC), Indemnification Agreement (Stellus Private Credit BDC), Indemnification Agreement (T Series Middle Market Loan Fund LLC)
Exceptions to Indemnification. Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(b) above in all circumstances other than with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s 's claim for indemnification has arisen, as follows:
Appears in 9 contracts
Samples: Indemnification Agreement (TechTarget Inc), Indemnification Agreement (Watts Water Technologies Inc), Indemnification Agreement (Helicos Biosciences Corp)
Exceptions to Indemnification. The Indemnitee shall be entitled to indemnification under Sections 3(aSection 2(a) and 3(bSection 2(b) above in all circumstances other than with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisen, as followsfollowing:
Appears in 6 contracts
Samples: Indemnification Agreement (Vistra Corp.), Director Indemnification Agreement (Vistra Energy Corp), Director Indemnification Agreement (Vistra Energy Corp)
Exceptions to Indemnification. Subject to Section 20, Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(b) above in all circumstances other than and with respect to any each and every specific claim, issue or matter involved in the Proceeding out of which IndemniteeXxxxxxxxxx’s claim for indemnification has arisen, except as follows:
Appears in 6 contracts
Samples: Indemnification Agreement (Stone Point Credit Income Fund), Indemnification Agreement (LGAM Private Credit LLC), Indemnification Agreement (Comvest Credit Partners BDC Fund, L.P.)
Exceptions to Indemnification. Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(b) above in all circumstances other than with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisen, as follows::
Appears in 5 contracts
Samples: Indemnification Agreement (Watts Water Technologies Inc), Indemnification Agreement (Watts Water Technologies Inc), Indemnification Agreement (Watts Water Technologies Inc)
Exceptions to Indemnification. Each Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(b) above in all circumstances other than with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisen, as follows:
Appears in 3 contracts
Samples: Indemnification Agreement (Trustwave Holdings, Inc.), Indemnification Agreement (Trustwave Holdings, Inc.), Indemnification Agreement (Trustwave Holdings, Inc.)
Exceptions to Indemnification. Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(b) above in all circumstances other than with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisenarisen to which any of Sections 4(a), as follows4(b) or 4(c) below applies:
Appears in 3 contracts
Samples: Indemnification Agreement (Boston Properties LTD Partnership), Indemnification Agreement (Boston Properties LTD Partnership), Indemnification Agreement (DiamondRock Hospitality Co)
Exceptions to Indemnification. Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(b) above in all circumstances other than with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisenarisen (each such specific claim, issue or matter, a “Specific Claim”) as follows:
Appears in 3 contracts
Samples: Indemnification Agreement (Pacira Pharmaceuticals, Inc.), Indemnification Agreement (Ikaria, Inc.), Indemnification Agreement (Ikaria, Inc.)
Exceptions to Indemnification. Subject to Section 20, Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(b) above in all circumstances other than and with respect to any each and every specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisen, except as follows:
Appears in 2 contracts
Samples: Indemnification Agreement (Corporate Capital Trust, Inc.), Indemnification Agreement (Corporate Capital Trust, Inc.)
Exceptions to Indemnification. The Indemnitee shall be entitled to indemnification under Sections 3(aSection 3(a)(i) and 3(bSection 3(a)(ii) above hereof in all circumstances other than with respect to any specific claim, issue or matter involved the following and as provided in the Proceeding out of which Indemnitee’s claim for indemnification has arisen, as followsSection 15:
Appears in 2 contracts
Samples: Indemnification Agreement (Aperion Biologics, Inc.), Indemnification Agreement (Sangamo Biosciences Inc)
Exceptions to Indemnification. Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(b) above in all circumstances other than than, with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s 's claim for indemnification has arisen, as follows:
Appears in 1 contract
Exceptions to Indemnification. Subject to Section 20 below, Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(bSection 2(a) above in all circumstances other than and with respect to any each and every specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisenarisen to the fullest extent permissible by applicable law, except as follows:
Appears in 1 contract
Exceptions to Indemnification. Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(b) above in all circumstances other than with respect to any specific claim, issue or matter involved in the Proceeding out of which IndemniteeXxxxxxxxxx’s claim for indemnification has arisenarisen (each such specific claim, issue, or matter, a “Specific Claim”) as follows:
Appears in 1 contract
Samples: Indemnification Agreement (Pacira BioSciences, Inc.)
Exceptions to Indemnification. Indemnitee shall be entitled to indemnification under Sections 3(a) 3A and 3(b) 3B above in all circumstances other than with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisen, as followsfollowing:
Appears in 1 contract
Samples: Director and Officer Indemnification Agreement (Ubiquiti Networks, Inc.)
Exceptions to Indemnification. Indemnitee shall be entitled to indemnification under Sections 3(a3 (a) and 3(b3 (b) above in all circumstances other than with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisen, as follows:
Appears in 1 contract
Exceptions to Indemnification. Indemnitee The Indemnitees shall be entitled to indemnification under Sections 3(a) and 3(b) above in all circumstances other than with respect to any specific claim, issue or matter involved in the Proceeding out of which the Indemnitee’s claim for indemnification has arisen, as follows:
Appears in 1 contract
Samples: Indemnification Agreement (Trustwave Holdings, Inc.)
Exceptions to Indemnification. Subject to Section 19 below, Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(bSection 2(a) above in all circumstances other than and with respect to any each and every specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisenarisen to the fullest extent permissible by applicable law, except as follows:
Appears in 1 contract
Exceptions to Indemnification. Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(b) above in all circumstances other than except with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisen, as follows:
Appears in 1 contract
Exceptions to Indemnification. Subject to the provisions of Section 7, Indemnitee shall be entitled to indemnification under Sections Section 3(a) and Section 3(b) above in all circumstances other than with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisen, as follows:
Appears in 1 contract
Samples: Director Indemnification Agreement (BJ Services, Inc.)
Exceptions to Indemnification. Subject to Section 19, Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(b) above in all circumstances other than and with respect to any each and every specific claim, issue or matter involved in the Proceeding out of which IndemniteeXxxxxxxxxx’s claim for indemnification has arisen, except as follows:
Appears in 1 contract
Exceptions to Indemnification. The Indemnitee shall be entitled to indemnification under Sections Section 3(a) and Section 3(b) above in all circumstances other than with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisen, as follows:following: (a)
Appears in 1 contract
Samples: Director and Officer Indemnification Agreement (Rexnord Corp)
Exceptions to Indemnification. Indemnitee shall be entitled to indemnification under Sections 3(a2(a) and 3(b2(b) above in all circumstances other than with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisen, as follows:
Appears in 1 contract
Samples: Indemnification Agreement (Mid-America Apartments, L.P.)
Exceptions to Indemnification. Indemnitee shall be entitled to indemnification under Sections Section 3(a) and Section 3(b) above in all circumstances other than with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisen, as followsfollowing:
Appears in 1 contract
Samples: Director and Officer Indemnification Agreement (Francesca's Holdings CORP)
Exceptions to Indemnification. The Indemnitee shall be entitled to indemnification under Sections Section 3(a) and Section 3(b) above in all circumstances other than with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisen, as followsfollowing:
Appears in 1 contract
Samples: Director and Officer Indemnification Agreement (Rexnord Corp)
Exceptions to Indemnification. Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(b) above in all circumstances other than the following:
(a) If indemnification is requested under Section 3(a) and it has been adjudicated finally by a court of competent jurisdiction that, in connection with respect to any specific claim, issue or matter involved in the subject of the Proceeding out of which Indemnitee’s the claim for indemnification has arisen, as follows:Indemnitee failed to act (i) in good faith and (ii) in a manner Indemnitee reasonably believed to be in or not opposed to the best
Appears in 1 contract
Samples: Director Indemnification Agreement (Cupertino Electric Inc)
Exceptions to Indemnification. Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(b) above in all circumstances other than with respect to the extent that any specific such claim, issue or matter involved in has arisen as a result of any of the Proceeding out of which Indemnitee’s claim for indemnification has arisen, as followsfollowing circumstances:
Appears in 1 contract
Exceptions to Indemnification. Indemnitee shall be entitled to indemnification under Sections 3(a3(a)(i) and 3(b3(a)(ii) above in all circumstances other than with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisenarisen (each such specific claim, issue or matter, a “Specific Claim”) as follows:
Appears in 1 contract
Samples: Indemnification Agreement (Bellerophon Therapeutics LLC)