Indemnification and Advancement. From and after the Effective Time, each of Parent and the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to: (1) indemnify and hold harmless each person who served as a director or officer of the Company or its Subsidiaries prior to the Effective Time (collectively, the “Company Indemnified Parties”) to the fullest extent authorized or permitted by Delaware law, as now or hereafter in effect, in connection with any Claim (as defined below) and any judgments, fines (including excise taxes), penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such judgments, fines, penalties or amounts paid in settlement) resulting therefrom; and (2) promptly pay on behalf of or, within 30 days after any request for advancement, advance to each of the Company Indemnified Parties, to the fullest extent authorized or permitted by Delaware law, as now or hereafter in effect, any Expenses (as defined below) incurred in defending, serving as a witness with respect to or otherwise participating in any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Company Indemnified Party of any Expenses incurred by such Company Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement. The indemnification and advancement obligations of Parent and the Surviving Corporation pursuant to this Section 5.7 shall extend to acts or omissions occurring at or before the Effective Time and any Claim relating thereto (including with respect to any acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby and any Claim relating thereto) and all rights to indemnification and advancement conferred hereunder shall continue as to a person who has ceased to be a director or officer of the Company or its Subsidiaries prior to the Effective Time and shall inure to the benefit of such person’s heirs, executors and personal and legal representatives. As used in this Section 5.7, (1) the term “Claim” means any threatened, asserted, pending or completed action, suit or proceeding, or any inquiry or investigation, whether instituted by the Company or any governmental agency or any other party, that any Company Indemnified Party in good faith believes might lead to the institution of any such action,...
Indemnification and Advancement. (a) From and after the Effective Time, Parent shall indemnify and hold harmless the Stockholder and the Stockholder’s Representatives (collectively, the “Indemnified Parties” and, individually, an “Indemnified Party”), against, and reimburse them for, all reasonable attorneys’ fees and disbursements, incurred or payable by an Indemnified Party from and after the date of this Agreement in connection with any action, suit, proceeding, arbitration or investigation which such Indemnified Party is made party to by reason of or in any way relating to such Stockholder entering into this Agreement or performing its obligations hereunder (each and collectively, a “Proceeding”); provided, however, that in no event shall Parent be required to indemnify and/or reimburse any Indemnified Party for: (a) more than an aggregate of $250,000 of attorneys’ fees and disbursements for all of the Indemnified Parties (which, for the avoidance of doubt, includes all Representatives of the Stockholder, including Affiliates of the Stockholder which are entering into separate voting and support agreements with Parent on the date hereof); or (b) any other damage, loss, liability, judgement, settlement, payment, cost or expense arising from any Proceeding.
(b) Promptly after receipt by an Indemnified Party of notice of its involvement in any such Proceeding relating in any way to the matters set forth in Section 5.06(a), the Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against Parent pursuant to Section 5.06(a), notify Parent of such involvement. Failure by an Indemnified Party to so notify Parent shall not relieve Parent from the obligation to indemnify the Indemnified Party pursuant to this Section 5.06 unless Parent is actually prejudiced as a result of such failure. Parent shall be entitled to assume the defense of any such Proceeding with counsel reasonably satisfactory to the Indemnified Party. Without limiting Parent’s obligation to indemnify, reimburse and hold harmless the Indemnified Parties pursuant to Section 5.06(a), upon assumption by Parent of the defense of any such Proceeding, the applicable Indemnified Party shall have the right to participate in such Proceeding and to retain its own counsel at Parent’s expense; provided, however, that Parent shall not, in connection with any one such Proceeding or separate but substantially similar Proceedings arising out of the same general allegations, be liable for the fees and expenses ...
Indemnification and Advancement. (a) The Company hereby agrees to hold harmless and indemnify the Investors, the Investors' direct and indirect subsidiaries, affiliated entities and corporations, and each of their partners, officers, directors, employees, stockholders, agents, and representatives (collectively, referred to as the "Investor Indemnitees") against any and all expenses (including attorneys' fees), damages, judgments, fines, amounts paid in settlements, or any other amounts that an Investor Indemnitee incurs as a result of any claim or claims made against it in connection with any threatened, pending or completed action, suit, arbitration, investigation or other proceeding arising out of, or relating to the Investors' actions in connection with any transaction undertaken in connection with this Agreement and the Related Agreements executed simultaneously herewith; provided, however, that no Investor Indemnitee shall be entitled to be held harmless or indemnified by the Company for acts, conduct or omissions as to which there has been a final adjudication that such Investor Indemnitee engaged in intentional misconduct or in knowing and culpable violation of the law.
(b) The Company shall reimburse, promptly following request therefor, all reasonable expenses incurred by an Investor Indemnitee in connection with any threatened, pending or completed action, suit, arbitration, investigation or other proceeding arising out of, or relating to, the Investors' actions in connection with any transaction undertaken in connection with this Agreement and the Related Agreements executed simultaneously herewith; provided, however, that no Investor Indemnitee shall be entitled to reimbursement in connection with acts, conduct or omissions as to which there has been a final adjudication that such Investor Indemnitee engaged in intentional misconduct, in knowing and culpable violation of the law.
(c) The Company's indemnity obligations set forth above are subject to the applicable Investors providing prompt written notice of a claim, to the extent any delay in providing notice is prejudicial to the Company. The Company shall control the defense of any such action and, at its discretion, may enter into a stipulation of discontinuance or settlement thereof; provided, that the Company may not discontinue any action or settle any claim in a manner that does not unconditionally release the applicable Investors from any and all liabilities without such Investors' prior written approval. The Investor...
Indemnification and Advancement. Executive has a right to indemnification and advancement from and by the Company, to the extent in existence as of the date hereof pursuant to the Company’s bylaws, and such right to indemnification and advancement shall survive the termination of Executive’s employment in accordance with such bylaws and applicable law. By way of clarification, if a matter is eligible for indemnification pursuant to the bylaws, “advancement” includes the advancement to Executive of such sums as may be necessary to defend the matter, including reasonable retainer and attorneys’ fees, costs, and expenses, as they become due.
Indemnification and Advancement. In the event Executive is made, or threatened to be made, a party to any legal action or proceeding, by reason of the fact that Executive is or was an employee or officer of the Company or serves or served any other entity in any capacity at the Company’s request, Executive shall be indemnified by the Company, and the Company shall advance Executive’s related expenses when and as incurred, including but not limited to attorney fees, as set forth in the current by-laws of the Company. During his employment with the Company and thereafter so long as the Executive may have liability arising out of his service as an officer or director of the Company, the Company agrees to continue and maintain a director’s and officer’s liability insurance policy covering the Executive with coverage no less than that available to active directors and officers of the Company.
Indemnification and Advancement. In the event you are made, or threatened to be made, a party to any legal action or proceeding, by reason of the fact that you are or were an employee or officer of the Company or serve or served any other entity in any capacity at the Company’s request, you shall be fully indemnified by the Company, and the Company shall advance your related expenses when and as incurred, including, but not limited, to attorney fees to the fullest extent permitted or authorized by the certificate of incorporation, bylaws or indemnification agreements maintained by the Company or such other entity you have served at the request of the Company. During your employment with the Company and thereafter so long as you may have liability arising out of your service as an officer or director of the Company, the Company agrees to continue and maintain a directors and officers liability insurance policy covering you with coverage no less than that available to active directors and officers of the Company, as described above.
Indemnification and Advancement. At all times prior to, during and after the Transition Agreement, the Executive shall continue to receive the rights of advancement and indemnification from the Company to the fullest extent permitted under the Company’s Amended and Restated Bylaws (effective September 28, 2011) and under Delaware Law, including indemnification for “fees on fees” litigation.
Indemnification and Advancement. The Corporation shall indemnify, advance expenses to and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (Indemnitee) who was or is made or is threatened
Indemnification and Advancement. From and after the Effective Time, each of Parent and the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to honor the indemnification and advancement of expenses obligations of the Company with respect to each person who served as a director or officer of the Company or its subsidiaries prior to the Effective Time (collectively, the “D&O Indemnified Parties”) to the extent that such indemnification and/or advancement of expenses obligations arose out of Contracts that were in effect as of the date of this Agreement, true, correct and complete copies of which have been provided to Parent as of the date of this Agreement or such indemnification and/or advancement of expense obligations arose out Organizational Documents in effect as of the date of this Agreement, true, correct and complete copies of which have been provided to Parent as of the date of this Agreement, and in each case, subject to applicable Law.
Indemnification and Advancement. The Company hereby agrees to hold harmless and indemnify each of the Series CC Investors for any loss, damage or injury suffered by such Series CC Investor (excluding any consequential or indirect damages) as a result of the failure of any of the Company’s representations and warranties in Section 3 of the Series CC Agreement, provided, however, that that the aggregate liability that the Company shall have to a Series CC Investor hereunder shall, notwithstanding anything to the contrary herein, under no circumstances exceed the total dollar amount paid by such Series CC Investor for its Series CC Stock under the Series CC Agreement.
