Common use of Indemnification and Advances Clause in Contracts

Indemnification and Advances. 2.1 The Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding within fifteen days after the receipt by the Company of a request therefor, accompanied or preceded by reasonable evidence of such Expenses and by an undertaking to repay all Expenses advanced to the extent Indemnitee shall be adjudicated, or determined pursuant to Section 3.2 or 3.3, to be not entitled to indemnification therefor (which undertaking shall be accepted by the Company without reference to Indemnitee's financial ability to repay any such advances). 2.2 Except as specifically provided in Sections 3.1, 3.2 and 3.3, within 60 days after receipt of a request therefor the Company shall indemnify Indemnitee to the full extent permitted by law against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by EXHIBIT 10.27 him or on his behalf in connection with any Proceeding or any claim, issue or matter therein. A request for indemnification shall be accompanied by reasonable evidence of the amount for which indemnification is requested, and shall indicate a choice of Independent Counsel, if any, to make any determination pursuant to Section 3.3. 2.3 Notwithstanding any other provision of this Agreement, Indemnitee shall be indemnified against all Expenses attributable to any Proceeding (or any claim, issue or matter relating thereto) which was adjudicated or determined by a court or other body of competent jurisdiction or authority, on the merits or otherwise, in Indemnitee's favor or which was terminated by dismissal or withdrawal with or without prejudice. EXHIBIT 10.27

Appears in 1 contract

Samples: Indemnification Agreement (Cronos Group)

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Indemnification and Advances. 2.1 The Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding within fifteen days after the receipt by the Company of a request therefor, accompanied or preceded by reasonable evidence of such Expenses and by an undertaking to repay all Expenses advanced to the extent Indemnitee shall be adjudicated, or determined pursuant to Section 3.2 or 3.3, to be not entitled to indemnification therefor (which undertaking shall be accepted by the Company without reference to Indemnitee's financial ability to repay any such advances). 2.2 Except as specifically provided in Sections 3.1, 3.2 and 3.3, within 60 days after receipt of a request therefor the Company shall indemnify Indemnitee to the full extent permitted by law against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by EXHIBIT 10.27 10.28 him or on his behalf in connection with any Proceeding or any claim, issue or matter therein. A request for indemnification shall be accompanied by reasonable evidence of the amount for which indemnification is requested, and shall indicate a choice of Independent Counsel, if any, to make any determination pursuant to Section 3.3. 2.3 Notwithstanding any other provision of this Agreement, Indemnitee shall be indemnified against all Expenses attributable to any Proceeding (or any claim, issue or matter relating thereto) which was adjudicated or determined by a court or other body of competent jurisdiction or authority, on the merits or otherwise, in Indemnitee's favor or which was terminated by dismissal or withdrawal with or without prejudice. EXHIBIT 10.2710.28

Appears in 1 contract

Samples: Indemnification Agreement (Cronos Group)

Indemnification and Advances. 2.1 The Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding within fifteen days after the receipt by the Company of a request therefor, accompanied or preceded by reasonable evidence of such Expenses and by an undertaking to repay all Expenses advanced to the extent Indemnitee shall be adjudicated, or determined pursuant to Section 3.2 or 3.3, to be not entitled to indemnification therefor (which undertaking shall be accepted by the Company without reference to Indemnitee's ’s financial ability to repay any such advances). 2.2 Except as specifically provided in Sections 3.1, 3.2 and 3.3, within 60 days after receipt of a request therefor the Company shall indemnify Indemnitee to the full extent permitted by law against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by EXHIBIT 10.27 him or on his behalf in connection with any Proceeding or any claim, issue or matter therein. A request for indemnification shall must be accompanied by reasonable evidence of the amount for which indemnification is requested, and shall must indicate a choice of Independent Counsel, if any, to make any determination pursuant to Section 3.3. 2.3 Notwithstanding any other provision of this Agreement, Indemnitee shall be indemnified against all Expenses attributable to any Proceeding (or any claim, issue or matter relating thereto) which was adjudicated or determined by a court or other body of competent jurisdiction or authorityjurisdiction, on the merits or otherwise, in Indemnitee's ’s favor or which was terminated by dismissal or withdrawal withdrawal; with or without prejudice. EXHIBIT 10.27.

Appears in 1 contract

Samples: Indemnification Agreement (Teradyne, Inc)

Indemnification and Advances. 2.1 The Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding within fifteen days after the receipt by the Company of a request therefor, accompanied or preceded by reasonable evidence of such Expenses and by an undertaking to repay all Expenses advanced to the extent Indemnitee shall be adjudicated, or determined pursuant to Section 3.2 or 3.3, to be not entitled to indemnification therefor (which undertaking shall be accepted by the Company without reference to Indemnitee's financial ability to repay any such advances). 2.2 Except as specifically provided in Sections 3.1, 3.2 and 3.3, within 60 days after receipt of a request therefor the Company shall indemnify Indemnitee to the full extent permitted by law against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by EXHIBIT 10.27 him or on his behalf in connection with any Proceeding or any claim, issue or matter therein. A request for indemnification shall must be accompanied by reasonable evidence of the amount for which indemnification is requested, and shall must indicate a choice of Independent Counsel, if any, to make any determination pursuant to Section 3.3. 2.3 Notwithstanding any other provision of this Agreement, Indemnitee shall be indemnified against all Expenses attributable to any Proceeding (or any claim, issue or matter relating thereto) which was adjudicated or determined by a court or other body of competent jurisdiction or authorityjurisdiction, on the merits or otherwise, in Indemnitee's favor or which was terminated by dismissal or withdrawal with or without prejudice. EXHIBIT 10.27.

Appears in 1 contract

Samples: Indemnification Agreement (Concord Communications Inc)

Indemnification and Advances. 2.1 The Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding within fifteen days after the receipt by the Company of a request therefor, accompanied or preceded by reasonable evidence of such Expenses and by an undertaking to repay all Expenses advanced to the extent Indemnitee shall be adjudicated, or determined pursuant to Section 3.2 or 3.3, to be not entitled to indemnification therefor (which undertaking shall be accepted by the Company without reference to Indemnitee's financial ability to repay any such advances). 2.2 Except as specifically provided in Sections 3.1, 3.2 and 3.3, within 60 days after receipt of a request therefor the Company shall indemnify Indemnitee to the full extent permitted by law against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by EXHIBIT 10.27 him or her, or on his behalf or her behalf, in connection with any Proceeding or any claim, issue or matter therein. A request for indemnification shall be accompanied by reasonable evidence of the amount for which indemnification is requested, and shall indicate a choice of Independent Counsel, if any, to make any determination pursuant to Section 3.3. 2.3 Notwithstanding any other provision of this Agreement, Indemnitee shall be indemnified against all Expenses attributable to any Proceeding (or any claim, issue or matter relating thereto) which was adjudicated or determined by a court or other body of competent jurisdiction or authority, on the merits or otherwise, in Indemnitee's favor or which was terminated by dismissal or withdrawal with or without prejudice. EXHIBIT 10.27a

Appears in 1 contract

Samples: Indemnification Agreement (Cronos Group)

Indemnification and Advances. 2.1 The Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding within fifteen days after the receipt by the Company of a request therefor, accompanied or preceded by reasonable evidence of such Expenses and by an undertaking to repay all Expenses advanced to the extent Indemnitee shall be adjudicated, or determined pursuant to Section 3.2 or 3.3, to be not entitled to indemnification therefor (which undertaking shall be accepted by the Company without reference to Indemnitee's financial ability to repay any such advances). 2.2 Except as specifically provided in Sections 3.1, 3.2 and 3.3, within 60 days after receipt of a request therefor the Company shall indemnify Indemnitee to the full extent permitted by law against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by EXHIBIT 10.27 him or her, or on his behalf or her behalf, in connection with any Proceeding or any claim, issue or matter therein. A request for indemnification shall be accompanied by reasonable evidence of the amount for which indemnification is requested, and shall indicate a choice of Independent Counsel, if any, to make any determination pursuant to Section 3.3. 2.3 Notwithstanding any other provision of this Agreement, Indemnitee shall be indemnified against all Expenses attributable to any Proceeding (or any claim, issue or matter relating thereto) which was adjudicated or determined by a court or other body of competent jurisdiction or authority, on the merits or EXHIBIT 10.34 otherwise, in Indemnitee's favor or which was terminated by dismissal or withdrawal with or without prejudice. EXHIBIT 10.27.

Appears in 1 contract

Samples: Indemnification Agreement (Cronos Group)

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Indemnification and Advances. 2.1 The Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding within fifteen days after the receipt - E66 - EXHIBIT 10.29 by the Company of a request therefor, accompanied or preceded by reasonable evidence of such Expenses and by an undertaking to repay all Expenses advanced to the extent Indemnitee shall be adjudicated, or determined pursuant to Section 3.2 or 3.3, to be not entitled to indemnification therefor (which undertaking shall be accepted by the Company without reference to Indemnitee's financial ability to repay any such advances). 2.2 Except as specifically provided in Sections 3.1, 3.2 and 3.3, within 60 days after receipt of a request therefor the Company shall indemnify Indemnitee to the full extent permitted by law against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by EXHIBIT 10.27 him or on his behalf in connection with any Proceeding or any claim, issue or matter therein. A request for indemnification shall be accompanied by reasonable evidence of the amount for which indemnification is requested, and shall indicate a choice of Independent Counsel, if any, to make any determination pursuant to Section 3.3. 2.3 Notwithstanding any other provision of this Agreement, Indemnitee shall be indemnified against all Expenses attributable to any Proceeding (or any claim, issue or matter relating thereto) which was adjudicated or determined by a court or other body of competent jurisdiction or authority, on the merits or otherwise, in Indemnitee's favor or which was terminated by dismissal or withdrawal with or without prejudice. EXHIBIT 10.27.

Appears in 1 contract

Samples: Indemnification Agreement (Cronos Group)

Indemnification and Advances. 2.1 The Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding within fifteen days after the receipt by the Company of a request therefor, accompanied or preceded by reasonable evidence of such Expenses and by an undertaking to repay all Expenses advanced to the extent Indemnitee shall be adjudicated, or determined pursuant to Section 3.2 or 3.3, to be not entitled to indemnification therefor (which undertaking shall be accepted by the Company without reference to Indemnitee's financial ability to repay any such advances). 2.2 Except as specifically provided in Sections 3.1, 3.2 and 3.3, within 60 days after receipt of a request therefor the Company shall indemnify Indemnitee to the full extent permitted by law against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by EXHIBIT 10.27 him or her, or on his behalf or her behalf, in connection with any Proceeding or any claim, issue or matter therein. A request for indemnification shall be accompanied by reasonable evidence of the amount for which indemnification is requested, and shall indicate a choice of Independent Counsel, if any, to make any determination pursuant to Section 3.3. 2.3 Notwithstanding any other provision of this Agreement, Indemnitee shall be indemnified against all Expenses attributable to any Proceeding (or any claim, issue or matter relating thereto) which was adjudicated or determined by a court or other body of competent jurisdiction or authority, on the merits or otherwise, in Indemnitee's favor or which was terminated by dismissal or withdrawal with or without prejudice. EXHIBIT 10.27.

Appears in 1 contract

Samples: Indemnification Agreement (Cronos Group)

Indemnification and Advances. 2.1 The Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding within fifteen days after the receipt by the Company of a request therefor, accompanied or preceded by reasonable evidence of such Expenses and by an undertaking to repay all Expenses advanced to the extent Indemnitee shall be adjudicated, or determined pursuant to Section 3.2 or 3.3, to be not entitled to indemnification therefor (which undertaking shall be accepted by the Company without reference to Indemnitee's financial ability to repay any such advances). 2.2 Except as specifically provided in Sections 3.1, 3.2 and 3.3, within 60 days after receipt of a request therefor the Company shall indemnify Indemnitee to the full extent permitted by law against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by EXHIBIT 10.27 him or on his behalf in connection with any Proceeding or any claim, issue or matter therein. A request for indemnification shall be accompanied by reasonable evidence of the amount for which indemnification is requested, and shall indicate a choice of Independent Counsel, if any, to make any determination pursuant to Section 3.3.. - E80 - EXHIBIT 10.30 2.3 Notwithstanding any other provision of this Agreement, Indemnitee shall be indemnified against all Expenses attributable to any Proceeding (or any claim, issue or matter relating thereto) which was adjudicated or determined by a court or other body of competent jurisdiction or authority, on the merits or otherwise, in Indemnitee's favor or which was terminated by dismissal or withdrawal with or without prejudice. EXHIBIT 10.27.

Appears in 1 contract

Samples: Indemnification Agreement (Cronos Group)

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