Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 95 contracts
Samples: Indemnification Agreement (Plug Power Inc), Indemnification Agreement, Indemnification Agreement (Watts Water Technologies Inc)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a12(a) above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 26 contracts
Samples: Indemnification Agreement (Digital Realty Trust, Inc.), Indemnification Agreement (Maguire Properties Inc), Indemnification Agreement (Maguire Properties Inc)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, counsel or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 25 contracts
Samples: Indemnification Agreement (Albany Molecular Research Inc), Indemnification Agreement (Circor International Inc), Indemnification Agreement (Global Cash Access Holdings, Inc.)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a11(a) above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 19 contracts
Samples: Indemnification Agreement (Sundance Energy Australia LTD), Indemnification Agreement (GrowGeneration Corp.), Indemnification Agreement (Egalet Corp)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a9(a) above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 15 contracts
Samples: Indemnification Agreement (Medistem Laboratories, Inc.), Indemnification Agreement (Brownshire Holdings, Inc.), Indemnification Agreement (Medistem Laboratories, Inc.)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, counsel or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a11(a) above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 14 contracts
Samples: Indemnification Agreement (CervoMed Inc.), Indemnification Agreement (CervoMed Inc.), Employment Agreement (Adial Pharmaceuticals, Inc.)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a13(a) above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 8 contracts
Samples: Indemnification Agreement (PROS Holdings, Inc.), Indemnification Agreement (Animal Health International, Inc.), Indemnification Agreement (Metabolix, Inc.)
Failure to Act Not a Defense. The failure of any of the Company Companies (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of or Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 8 contracts
Samples: Indemnification Agreement (Ansys Inc), Indemnification Agreement (Ansys Inc), Indemnification Agreement (Ansys Inc)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a11(a) abovehereof, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 8 contracts
Samples: Indemnification Agreement (Napco Security Technologies, Inc), Officer Indemnification Agreement, Form of Director and Officer Indemnification Agreement (Veritone, Inc.)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) above11(a), and shall not create a presumption that such payment or advancement is not permissible.
Appears in 8 contracts
Samples: Indemnification Agreement (Commonwealth Credit Partners BDC I, Inc.), Indemnification Agreement (Kayne DL 2021, Inc.), Indemnification Agreement (Stone Point Capital Credit LLC)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a12 (a) above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 7 contracts
Samples: Independent Director Agreement (China HGS Real Estate Inc.), Independent Director Agreement (China Integrated Energy, Inc.), Independent Director Agreement (ONE Bio, Corp.)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a9(a) above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 6 contracts
Samples: Indemnification Agreement (Trustwave Holdings, Inc.), Indemnification Agreement (Trustwave Holdings, Inc.), Indemnification Agreement (Trustwave Holdings, Inc.)
Failure to Act Not a Defense. The failure of the Company ---------------------------- (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 6 contracts
Samples: Form of Indemnification Agreement (Voyager Net Inc), Form of Indemnification Agreement (Little Switzerland Inc/De), Indemnification Agreement (Boron Lepore & Associates Inc)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, counsel or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement advance of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a11(a) above, and shall not create a presumption that such payment or advancement advance is not permissible.
Appears in 6 contracts
Samples: Indemnification Agreement (Sionix Corp), Director and Officer Indemnification Agreement (Us Global Nanospace Inc), Indemnification Agreement (Staar Surgical Co)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholdersshareholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 6 contracts
Samples: Indemnification Agreement (Rogers Corp), Indemnification Agreement (Rogers Corp), Indemnification Agreement (Rogers Corp)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counselIndependent Legal Counsel, or stockholdersshareholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts Expenses or the advancement of Indemnifiable Expenses Expense Advance under this Agreement shall not be a defense in any action brought under Section 10(a2(f) abovehereof, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 5 contracts
Samples: Indemnification Agreement (Financial Institutions Inc), Indemnification Agreement (Independence Realty Trust, Inc.), Indemnification Agreement (Financial Institutions Inc)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) above, and shall not create a presumption that such payment or advancement is not permissible..
Appears in 5 contracts
Samples: Indemnification Agreement (Watts Water Technologies Inc), Indemnification Agreement (Watts Water Technologies Inc), Indemnification Agreement (Watts Water Technologies Inc)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a(a) above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 5 contracts
Samples: Independent Director Agreement (American Oriental Bioengineering Inc), Independent Director Agreement (American Oriental Bioengineering Inc), Independent Director Agreement (American Oriental Bioengineering Inc)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts indemnification hereunder or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) 6 above, and shall not create a presumption that such payment indemnification or advancement is not permissible.
Appears in 4 contracts
Samples: Indemnity Agreement (Coinmach Service Corp), Indemnity Agreement (Coinmach Service Corp), Indemnity Agreement (Coinmach Service Corp)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action Proceeding brought under Section 10(a9(a) above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 4 contracts
Samples: Indemnification Agreement (Mid-America Apartments, L.P.), Indemnification Agreement (Thomas & Betts Corp), Indemnification Agreement (Susa Partnership Lp)
Failure to Act Not a Defense. The failure of the Company Corporation (including its including, without limitation, the Board of Directors or any committee thereof, independent legal counsel, or the Corporation’s stockholders) to make a determination concerning the permissibility of the payment indemnification of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action judicial proceeding brought under Section 10(a11(a) aboveof this Agreement, and shall not create a presumption that such payment or advancement indemnification is not permissiblepermissible under this Agreement.
Appears in 3 contracts
Samples: Indemnification Agreement (American Outdoor Brands, Inc.), Indemnification Agreement (American Outdoor Brands, Inc.), Indemnification Agreement (American Outdoor Brands, Inc.)
Failure to Act Not a Defense. The failure of the Company (including including, without limitation, its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment indemnification of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a13(a) above, and shall not create a presumption that such payment or advancement indemnification is not permissiblepermissible hereunder.
Appears in 3 contracts
Samples: Director and Officer (Century Communities, Inc.), Director and Officer (Century Communities, Inc.), Director and Officer (Century Communities, Inc.)
Failure to Act Not a Defense. The failure of the Company Trust (including its Board of Directors Trustees or any committee thereof, independent legal counsel, or stockholdersshareholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a12(a) above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 3 contracts
Samples: Indemnification Agreement (Chambers Street Properties), Indemnification Agreement (Chambers Street Properties), Indemnification Agreement (Cb Richard Ellis Realty Trust)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholdersshareholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a11(a) above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 3 contracts
Samples: Indemnification Agreement (Bravo Brio Restaurant Group, Inc.), Indemnification Agreement (Univision Communications Inc), Director Indemnification Agreement (Fidelity National Financial Inc /De/)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a11(a) above, and shall not create a presumption that such payment or advancement indemnification is not permissible.
Appears in 3 contracts
Samples: Form of Director and Officer Indemnification Agreement (FGX International Holdings LTD), Form of Director and Officer Indemnification Agreement (Liberty Acquisition Holdings Corp.), Director and Officer Indemnification Agreement (FGX International Holdings LTD)
Failure to Act Not a Defense. The failure of the Company Trust (including its Board of Directors Trustees or any committee thereof, independent legal counsel, or stockholdersshareholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a13(a) above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 3 contracts
Samples: Indemnification Agreement, Indemnification Agreement (Chambers Street Properties), Indemnification Agreement (Cb Richard Ellis Realty Trust)
Failure to Act Not a Defense. The failure of the Company Fund (including its Board of Directors Trustees or any committee thereof, independent legal counsel, or stockholdersshareholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) above11(a), and shall not create a presumption that such payment or advancement is not permissible.
Appears in 2 contracts
Samples: Indemnification Agreement (Comvest Credit Partners BDC Fund, L.P.), Indemnification Agreement (Investcorp US Institutional Private Credit Fund)
Failure to Act Not a Defense. The failure of the Company ---------------------------- (including its Board of Directors or any committee thereof, independent legal counsel, counsel or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 2 contracts
Samples: Agreement (Albany Molecular Research Inc), Indemnification Agreement (Circor International Inc)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) above, and shall not create a presumption that such payment or advancement is not permissible.under
Appears in 2 contracts
Samples: Indemnification Agreement (Eagle Test Systems, Inc.), Indemnification Agreement (Optium Corp)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors (“Board of Directors”) or any committee thereof, independent legal counsel, or stockholdersunitholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) above11(a), and shall not create a presumption that such payment or advancement is not permissible.
Appears in 2 contracts
Samples: Indemnification Agreement (North Haven Private Income Fund LLC), Indemnification Agreement (T Series Middle Market Loan Fund LLC)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, Independent Legal Counsel or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts Losses and Expenses or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under this Section 10(a) above10, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 2 contracts
Samples: Peoples Energy Corporation Indemnification Agreement (Peoples Energy Corp), Indemnification Agreement (Markwest Hydrocarbon Inc)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 2 contracts
Samples: Director and Officer Indemnification Agreement (Rexnord Corp), Director and Officer Indemnification Agreement (Francesca's Holdings CORP)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholdersmembers) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Letter Agreement shall not be a defense in any action brought under Section 10(a5(a) above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 2 contracts
Samples: Letter Agreement (Golden Queen Mining Co LTD), Letter Agreement (Golden Queen Mining Co LTD)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counselIndependent Counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a11(a) abovehereof, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 2 contracts
Samples: Director and Officer Indemnification Agreement (EVERTEC, Inc.), Director and Officer Indemnification Agreement (EVERTEC, Inc.)
Failure to Act Not a Defense. The failure of the Company Companies (including its their Board of Directors or any committee thereof, independent legal counsel, or stockholdersshareholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a11(a) above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 2 contracts
Samples: Indemnification Agreement (Blackboard Inc), Form of Indemnification Agreement (Blackboard Inc)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counselIndependent Legal Counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts Expenses or the advancement of Indemnifiable Expenses Expense Advance under this Agreement shall not be a defense in any action brought under Section 10(a2(f) abovehereof, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 2 contracts
Samples: Indemnification Agreement (Sito Mobile, Ltd.), Indemnification Agreement (Support.com, Inc.)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination Determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a11(a) abovehereof, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 2 contracts
Samples: Indemnification Agreement (Aperion Biologics, Inc.), Indemnification Agreement (Sangamo Biosciences Inc)
Failure to Act Not a Defense. The failure of the Company (including its the Board of Directors or any committee thereof, its independent legal counsel, counsel or its stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) above10A, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 2 contracts
Samples: Indemnification Agreement (Qorvo, Inc.), Indemnification Agreement (M/a-Com Technology Solutions Holdings, Inc.)
Failure to Act Not a Defense. The failure of the Company (including its the Board of Directors or any committee thereof, independent legal counselReviewing Party, Independent Counsel or stockholdersshareholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) 10.1 above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 2 contracts
Samples: Form of Indemnification Agreement for Director (China Digital TV Holding Co., Ltd.), Form of Indemnification Agreement for Director (China Digital TV Holding Co., Ltd.)
Failure to Act Not a Defense. The failure of the Company (including its Board board of Directors directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a13(a) above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 2 contracts
Samples: Personal Indemnification Agreement (Majesco Entertainment Co), Form of Personal Indemnification Agreement (Majesco Entertainment Co)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholdersshareholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts Expenses or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a11(a) abovehereof, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 2 contracts
Samples: Indemnification Agreement for Directors (Bsi2000 Inc), Indemnification Agreement (Celerity Systems Inc)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, Independent Counsel or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a9(a) above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 2 contracts
Samples: Indemnification Agreement (SJW Corp), Indemnification Agreement (SJW Corp)
Failure to Act Not a Defense. The failure of the Company Corporation (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 2 contracts
Samples: Indemnification Agreement (LogMeIn, Inc.), Indemnification Agreement (LogMeIn, Inc.)
Failure to Act Not a Defense. The failure of the Company (including ---------------------------- its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 2 contracts
Samples: Executive Employment Agreement (Wyndham International Inc), Director Indemnification Agreement (Mac-Gray Corp)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors (the “Board of Directors”) or any committee thereof, independent legal counsel, or stockholdersunitholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) above11(a), and shall not create a presumption that such payment or advancement is not permissible.
Appears in 2 contracts
Samples: Indemnification Agreement (LGAM Private Credit LLC), Indemnification Agreement (North Haven Private Income Fund a LLC)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a12((a)) above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 1 contract
Failure to Act Not a Defense. The failure of the Company ---------------------------- (including including, without limitation, its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of or Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 1 contract
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a12(a) above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 1 contract
Samples: Independent Director Agreement (Lihua International Inc.)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors Trustees or any committee thereof, independent legal counsel, or stockholdersshareholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) above11(a), and shall not create a presumption that such payment or advancement is not permissible.
Appears in 1 contract
Samples: Indemnification Agreement (Stellus Private Credit BDC)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, counsel or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts Losses and Expenses or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under this Section 10(a) above10, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 1 contract
Samples: Form of Indemnification Agreement (optionsXpress Holdings, Inc.)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) above9(a), and shall not create a presumption that such payment or advancement is not permissible.
Appears in 1 contract
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, counsel or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 1 contract
Samples: Director Indemnification Agreement (Nascent Wine Company, Inc.)
Failure to Act Not a Defense. The failure of the Company (including its Board board of Directors directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a12(a) above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 1 contract
Failure to Act Not a Defense. The failure of the Company (including its Board board of Directors directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall is not be a defense in any action brought under Section 10(a12(a) above, and shall does not create a presumption that such payment or advancement is not permissible.
Appears in 1 contract
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, counsel or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a11(a) above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 1 contract
Samples: Indemnification Agreement (Wabash National Corp /De)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts indemnification hereunder or the advancement of Indemnifiable Expenses expenses under this Agreement shall not be a defense in any action brought under Section 10(a) 7 above, and shall not create a presumption that such payment indemnification or advancement is not permissible.
Appears in 1 contract
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action action, suit or other proceeding brought under Section 10(a9(a) above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 1 contract
Failure to Act Not a Defense. The failure of the Company Corporation (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a11(a) above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 1 contract
Samples: Indemnification Agreement (Proteostasis Therapeutics, Inc.)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts Expenses and Liabilities or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a7(e) abovehereof, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 1 contract
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a10((a)) above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 1 contract
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, counsel or stockholdersshareholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement Deed shall not be a defense in any action brought under Section 10(a) 10.1 above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 1 contract
Samples: Preferred Share Subscription Agreement (Q&K INTERNATIONAL GROUP LTD)
Failure to Act Not a Defense. The failure of the Company General Partner (including its Board of Directors or any committee thereof, independent legal counselIndependent Legal Counsel or, as applicable, members or stockholdersunitholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts Losses and Expenses or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under this Section 10(a) above10, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 1 contract
Samples: Indemnification Agreement (Markwest Energy Partners L P)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense defence in any action brought under Section 10(aClause 13(a) above, and shall not create a presumption that such payment or advancement is not permissible.
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Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) above, and shall not create a presumption that such payment or advancement is not permissible.. Back to Contents
Appears in 1 contract
Samples: Indemnification Agreement (Feldman Mall Properties, Inc.)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, counsel or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) above, and shall not create a presumption that such payment or advancement is not permissible.the
Appears in 1 contract
Samples: Director Indemnification Agreement (Lawson Software Inc)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment indemnification of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a11(a) above, and shall not create a presumption that such payment or advancement indemnification is not permissiblepermissible hereunder.
Appears in 1 contract
Samples: Director and Officer (American Defense Systems Inc)
Failure to Act Not a Defense. The failure of the Company General Partner or the Partnership (including its Board of Directors or the Board, any committee thereof, independent legal counsel, thereof or stockholdersIndependent Legal Counsel) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts Losses and Expenses or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under this Section 10(a) above10, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 1 contract
Samples: Indemnification Agreement (Markwest Energy Partners L P)
Failure to Act Not a Defense. The failure of the Company ---------------------------- (including its Board of Directors or any committee thereof, independent legal counsel, or stockholdersshareholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) above, and shall not create a presumption that such payment or advancement is not permissible.
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Failure to Act Not a Defense. The failure of the Company (including including, without limitation, its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment indemnification of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a11(a) above, and shall not create a presumption that such payment or advancement indemnification is not permissiblepermissible hereunder.
Appears in 1 contract
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, counsel or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) 10A above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 1 contract
Samples: Director and Officer Indemnification Agreement (Ubiquiti Networks, Inc.)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counselIndependent Counsel, or stockholdersshareholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a11(a) above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 1 contract
Samples: Indemnification Agreement (Aspen Insurance Holdings LTD)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, counsel or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) above, and shall not create a presumption that such payment or advancement is not permissible.any
Appears in 1 contract
Samples: Director Indemnification Agreement (Cupertino Electric Inc)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) above, and shall not create a presumption that such payment or advancement is not permissible.of
Appears in 1 contract
Samples: Indemnification Agreement (Feldman Mall Properties, Inc.)
Failure to Act Not a Defense. The failure of the Company (including its Board board of Directors directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 1 contract
Samples: Form of Indemnification Agreement (Cogdell Spencer Inc.)
Failure to Act Not a Defense. The failure of the Company (including its Board board of Directors directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) above11(a), and shall not create a presumption that such payment or advancement is not permissible.
Appears in 1 contract
Samples: Indemnification Agreement (Muzinich Corporate Lending Income Fund, Inc.)
Failure to Act Not a Defense. The failure of the Company General Partner (including its Board of Directors or any committee thereof, independent legal counsel, Independent Legal Counsel or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts Losses and Expenses or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under this Section 10(a) above10, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 1 contract
Samples: Indemnification Agreement (Markwest Energy Partners L P)
Failure to Act Not a Defense. The failure of the Company Indemnitors (including its Board of Directors Directors, Board of Trustees or general partner, as applicable, or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 1 contract
Samples: Indemnification Agreement (Gables Residential Trust)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, counsel or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) 10.1 above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 1 contract
Failure to Act Not a Defense. The failure of the Company (including ---------------------------- its Board of Directors or any committee thereof, independent legal counsel, counsel or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 1 contract
Samples: Director Indemnification Agreement (Ipg Photonics Corp)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) above14(a), and shall not create a presumption that such payment or advancement is not permissible.
Appears in 1 contract
Samples: Director Indemnification Agreement (BJ Services, Inc.)
Failure to Act Not a Defense. The failure of the Company (including including, ---------------------------- without limitation, its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of or Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 1 contract
Failure to Act Not a Defense. The failure of the Company (including its Board board of Directors directors or any committee thereof, independent legal counsel, Independent Counsel or stockholdersshareholders) to make a determination concerning as to the permissibility entitlement of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses Indemnitee to indemnification under this Agreement Deed shall not be a defense in any action brought under Section 10(a11(a) above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 1 contract
Samples: Deed of Indemnity (Cardtronics PLC)
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(aClause 14(a) above, and shall not create a presumption that such payment or advancement is not permissible.
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Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses (or in the case of Section 8 or 9, other Expenses and Liabilities) under this Agreement shall not be a defense in any action brought under Section 10(a) above, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 1 contract
Samples: Indemnification Agreement (Boston Properties LTD Partnership)
Failure to Act Not a Defense. The failure of the Company Corporation (including its Board of Directors or any committee thereof, independent legal counselIndependent Legal Counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a11(a) abovehereof, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 1 contract
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) above6.1, and shall not create a presumption that such payment or advancement is not permissible.
Appears in 1 contract
Samples: Form of Indemnification Agreement (MagnaChip Semiconductor LTD (United Kingdom))
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors (“Board of Directors”) or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) above11(a), and shall not create a presumption that such payment or advancement is not permissible.
Appears in 1 contract
Failure to Act Not a Defense. The failure of the Company (including its Board of Directors Trustees or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section 10(a) above11(a), and shall not create a presumption that such payment or advancement is not permissible.
Appears in 1 contract
