Common use of Indemnification and Directors’ and Officers’ Insurance Clause in Contracts

Indemnification and Directors’ and Officers’ Insurance. In Executive’s capacity as a director, officer, or employee of the Company or serving or having served any other entity as a director, officer, or employee at the Company’s request, Executive shall be indemnified and held harmless by the Company to the fullest extent allowed by law, the Company’s Certificate of Incorporation and Bylaws, from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which Executive may be involved, or threatened to be involved, as a party or otherwise by reason of Executive’s status, which relate to or arise out of the Company and such other entities, their assets, business or affairs, if in each of the foregoing cases, (i) Executive acted in good faith and in a manner Executive believed to be in the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe Executive’s conduct was unlawful, and (ii) Executive’s conduct did not constitute gross negligence or willful or wanton misconduct. The Company shall advance all reasonable expenses incurred by Executive in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in this Section, including but not necessarily limited to, reasonable fees of legal counsel, expert witnesses or other litigation-related expenses; however, any such advance of reasonable expenses shall be recoverable by the Company if a court of competent jurisdiction determines that the Executive was not subject to the indemnification addressed in this Section 27. Executive and the Company have executed this Agreement to be effective for all purposes as of the Effective Date.

Appears in 1 contract

Samples: Employment Agreement (Westwater Resources, Inc.)

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Indemnification and Directors’ and Officers’ Insurance. In Executive’s capacity as a director, officer, or employee of the Company or serving or having served any other entity as a director, officer, or employee at the Company’s request, Executive shall be indemnified and held harmless by the Company to the fullest extent allowed by law, the Company’s Certificate of Incorporation and Bylaws, from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which Executive may be involved, or threatened to be involved, as a party or otherwise by reason of Executive’s status, which relate to or arise out of the Company and such other entities, their assets, business or affairs, if in each of the foregoing cases, (i) Executive acted in good faith and in a manner Executive believed to be in the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe Executive’s conduct was unlawful, and (ii) Executive’s conduct did not constitute gross negligence or willful or wanton misconduct. The Company shall advance all reasonable expenses incurred by Executive in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in this Section, including but not necessarily limited to, reasonable fees of legal counsel, expert witnesses or other litigation-related expenses; however, any such advance of reasonable expenses shall be recoverable by the Company if a court of competent jurisdiction determines that the Executive was not subject to the indemnification addressed in this Section 27. Executive and the Company have executed this Agreement to be effective for all purposes as of the Effective Date. EXECUTIVE: WESTWATER RESOURCES, INC.: /s/ Fxxxx Xxxxxx /s/ Txxxxxx X. Xxxxx Fxxxx Xxxxxx Txxxxxx X. Xxxxx Executive Chairman of the Board Westwater Resources, Inc.

Appears in 1 contract

Samples: Employment Agreement (Westwater Resources, Inc.)

Indemnification and Directors’ and Officers’ Insurance. In Executive’s capacity as a director, officer, or employee of the Company or serving or having served any other entity as a director, officer, or employee at the Company’s request, Executive shall be indemnified and held harmless by the Company to the fullest extent allowed by law, the Company’s Certificate of Incorporation and Bylaws, from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which Executive may be involved, or threatened to be involved, as a party or otherwise by reason of Executive’s status, which relate to or arise out of the Company and such other entities, their assets, business or affairs, if in each of the foregoing cases, (i) Executive acted in good faith and in a manner Executive believed to be in the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe Executive’s conduct was unlawful, and (ii) Executive’s conduct did not constitute gross negligence or willful or wanton misconduct. The Company shall advance all reasonable expenses incurred by Executive in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in this Section, including but not necessarily limited to, reasonable fees of legal counsel, expert witnesses or other litigation-related expenses; however, any such advance of reasonable expenses shall be recoverable by the Company if a court of competent jurisdiction determines that the Executive was not subject to the indemnification addressed in this Section 27. Executive and the Company have executed this Agreement to be effective for all purposes as of the Effective Signature Date. EXECUTIVE: URANIUM RESOURCES, INC.: /s/ Xxxxxxxxxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxx Xxxxxxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx Interim President and CEO and Member of the Board of Directors

Appears in 1 contract

Samples: Employment Agreement (Uranium Resources Inc /De/)

Indemnification and Directors’ and Officers’ Insurance. In Executive’s capacity as a director, officer, or employee of the Company or serving or having served any other entity as a director, officer, or employee at the Company’s request, Executive shall be indemnified and held harmless by the Company to the fullest extent allowed by law, the Company’s Certificate of Incorporation and Bylaws, from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which Executive may be involved, or threatened to be involved, as a party or otherwise by reason of Executive’s status, which relate to or arise out of the Company and such other entities, their assets, business or affairs, if in each of the foregoing cases, (i) Executive acted in good faith and in a manner Executive believed to be in the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe Executive’s conduct was unlawful, and (ii) Executive’s conduct did not constitute gross negligence or willful or wanton misconduct. The Company shall advance all reasonable expenses incurred by Executive in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in this Section, including but not necessarily limited to, reasonable fees of legal counsel, expert witnesses or other litigation-related expenses; however, any such advance of reasonable expenses shall be recoverable by the Company if a court of competent jurisdiction determines that the Executive was not subject to the indemnification addressed in this Section 27. Executive and the Company have executed this Agreement to be effective for all purposes as of the Effective Date. EXECUTIVE: OCEAN POWER TECHNOLOGIES, INC.: /s/ Rxxxxx X. Xxxxxx /s/ J. Xxxxxxx Sxxxxxxxx Xxxxxx P. Xxxxxx J. Pxxxxxx Xxxxxxxxx President & CEO Ocean Power Technologies, Inc.

Appears in 1 contract

Samples: Employment Agreement (Ocean Power Technologies, Inc.)

Indemnification and Directors’ and Officers’ Insurance. In Executive’s capacity as a director, officer, or employee of the Company or serving or having served any other entity as a director, officer, or employee at the Company’s request, Executive shall be indemnified and held harmless by the Company to the fullest extent allowed by law, the Company’s Certificate of Incorporation and Bylaws, from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which Executive may be involved, or threatened to be involved, as a party or otherwise by reason of Executive’s status, which relate to or arise out of the Company and such other entities, their assets, business or affairs, if in each of the foregoing cases, (i) Executive acted in good faith and in a manner Executive believed to be in the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe Executive’s conduct was unlawful, and (ii) Executive’s conduct did not constitute gross negligence or willful or wanton misconduct. The Company shall advance all reasonable expenses incurred by Executive in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in this Section, including but not necessarily limited to, reasonable fees of legal counsel, expert witnesses or other litigation-related expenses; however, any such advance of reasonable expenses shall be recoverable by the Company if a court of competent jurisdiction determines that the Executive was not subject to the indemnification addressed in this Section 27. Executive and the Company have executed this Agreement to be effective for all purposes as of the Effective Date. EXECUTIVE: WESTWATER RESOURCES, INC.: /s/ Sxxxxx X. Xxxxx /s/ Txxxxxx X. Xxxxx Sxxxxx X. Xxxxx Txxxxxx X. Xxxxx Executive Chairman of the Board Westwater Resources, Inc.

Appears in 1 contract

Samples: Employment Agreement (Westwater Resources, Inc.)

Indemnification and Directors’ and Officers’ Insurance. In Executive’s Xxxxx’x capacity as a director, officer, or employee an officer of the Company WUC or serving or having served any other entity as a director, officer, or employee an officer at the CompanyWUC’s request, Executive Xxxxx shall be indemnified and held harmless by the Company WUC to the fullest extent allowed by law, the CompanyWUC’s Certificate of Incorporation and Bylaws, from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which Executive Xxxxx may be involved, or threatened to be involved, as a party or otherwise by reason of Executive’s Xxxxx’x status, which relate to or arise out of the Company WUC and such other entities, their assets, business or affairs, if in each of the foregoing cases, (ia) Executive Xxxxx acted in good faith and in a manner Executive Xxxxx believed to be in the best interests of the CompanyWUC, and, with respect to any criminal proceeding, had no reasonable cause to believe Executive’s Xxxxx’x conduct was unlawful, and (iib) Executive’s Xxxxx’x conduct did not constitute gross negligence or willful or wanton misconduct. The Company WUC shall advance all reasonable expenses incurred by Executive Xxxxx in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in this Section, including but not necessarily limited to, reasonable fees of legal counsel, expert witnesses or other litigation-litigation related expenses; however, any such advance of reasonable expenses shall be recoverable by the Company if a court of competent jurisdiction determines that the Executive was not subject . WUC agrees to the indemnification addressed in this Section 27maintain adequate directors and officers insurance coverage. Executive and the Company The parties hereto have executed this Engagement Agreement to be effective for all purposes as of the Effective first day and year written above. WESTERN URANIUM CORPORATION By: /s/ Xxxxxx X. Xxxxxxx Its: President and CEO Date.: May 12, 2017 Xxxxxx x. Xxxxx By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Date: May 12, 2017 EXHIBIT A to that certain Engagement Agreement between Western Uranium Corporation and Xxxxxx X. Xxxxx effective as of 1st May 2017 Xxxxx will provide the following Services to WUC: Function and Accountabilities: as Chief Financial Officer of WUC, Xxxxx will, under the broad operating guidelines set by the Board, assume full responsibility for the management of WUC including:

Appears in 1 contract

Samples: Engagement Agreement (Western Uranium Corp)

Indemnification and Directors’ and Officers’ Insurance. In Executive’s capacity as a director, officer, or employee of the Company or serving or having served any other entity as a director, officer, or employee at the Company’s request, Executive shall be indemnified and held harmless by the Company to the fullest extent allowed by law, the Company’s Certificate of Incorporation and Bylaws, from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which Executive may be involved, or threatened to be involved, as a party or otherwise by reason of Executive’s status, which relate to or arise out of the Company and such other entities, their assets, business or affairs, if in each of the foregoing cases, (i) Executive acted in good faith and in a manner Executive believed to be in the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe Executive’s conduct was unlawful, and (ii) Executive’s conduct did not constitute gross negligence or willful or wanton misconduct. The Company shall advance all reasonable expenses incurred by Executive in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in this Section, including but not necessarily limited to, reasonable fees of legal counsel, expert witnesses or other litigation-related expenses; however, any such advance of reasonable expenses shall be recoverable by the Company if a court of competent jurisdiction determines that the Executive was not subject to the indemnification addressed in this Section 27. Executive and the Company have executed this Agreement to be effective for all purposes as of the Effective Signature Date. EXECUTIVE: URANIUM RESOURCES, INC.: /s/ Xxxxxxx Xxxxx /s/ Xxxxxxxxxxx Xxxxx Xxxxxxx X. Xxxxx Xxxxxxxxxxx X. Xxxxx President and CEO

Appears in 1 contract

Samples: Employment Agreement (Uranium Resources Inc /De/)

Indemnification and Directors’ and Officers’ Insurance. In Executive’s capacity as a director, officer, or employee of the Company or serving or having served any other entity as a director, officer, or employee at the Company’s request, Executive shall be indemnified and held harmless by the Company to the fullest extent allowed by law, the Company’s Certificate of Incorporation and Bylaws, from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which Executive may be involved, or threatened to be involved, as a party or otherwise by reason of Executive’s status, which relate to or arise out of the Company and such other entities, their assets, business or affairs, if in each of the foregoing cases, (i) Executive acted in good faith and in a manner Executive believed to be in the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe Executive’s conduct was unlawful, and (ii) Executive’s conduct did not constitute gross negligence or willful or wanton misconduct. The Company shall advance all reasonable expenses incurred by Executive in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in this Section, including but not necessarily limited to, reasonable fees of legal counsel, expert witnesses or other litigation-related expenses; however, any such advance of reasonable expenses shall be recoverable by the Company if a court of competent jurisdiction determines that the Executive was not subject to the indemnification addressed in this Section 27. Executive and the Company have executed this Agreement to be effective for all purposes as of the Effective Date. EXECUTIVE: OCEAN POWER TECHNOLOGIES, INC.: /s/ Mxxxxxx Xxxxxxx /s/ J. Xxxxxxx Xxxxxxxxx Mxxxxxx Xxxxxxx J. Xxxxxxx Xxxxxxxxx President & CEO Ocean Power Technologies, Inc.

Appears in 1 contract

Samples: Employment Agreement (Ocean Power Technologies, Inc.)

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Indemnification and Directors’ and Officers’ Insurance. In Executive’s capacity as a director, officer, or employee of the Company or serving or having served any other entity as a director, officer, or employee at the Company’s request, Executive shall be indemnified and held harmless by the Company to the fullest extent allowed by law, the Company’s Certificate of Incorporation and Bylaws, from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgmentsjudgments , fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which Executive may be involved, or threatened to be involved, as a party or otherwise by reason of Executive’s status, which relate to or arise out of the Company and such other entities, their assets, business or affairs, if in each of the foregoing cases, (ia) Executive acted in good faith and in a manner Executive believed to be in the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe Executive’s conduct was unlawful, and (iib) Executive’s conduct did not constitute gross negligence or willful or wanton misconduct. The Company shall advance all reasonable expenses incurred by Executive in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in this Section, including but not necessarily limited to, reasonable fees of legal counsel, expert witnesses or other litigation-litigation related expenses; however, any such advance of reasonable expenses shall be recoverable by the . Company if a court of competent jurisdiction determines that the Executive was not subject agrees to the indemnification addressed in this Section 27maintain adequate directors and officers insurance coverage. Executive and the Company The parties hereto have executed this Employment Agreement to be effective for all purposes as of the Effective 1st day of January 2017 BLACK RANGE MINERALS LLC By: /s/ Xxxxxxx Skutezky Its: Director Date.: February 8th, 2017 WESTERN URANIUM CORPORATION By: /s/ Xxxxxxx Skutezky Its: Chairman Date: February 8th, 2017 XXXXXX X. XXXXXXX By: /s/ Xxxxxx X. Xxxxxxx Date: February 8th, 2017 EXHIBIT A to that certain Employment Agreement between Black Range Minerals LLC, Western Uranium Corporation and Xxxxxx X. Xxxxxxx effective as of 1st January 2017 Xxxxxxx will provide the following Services to the Company: Function and Accountabilities: as President and Chief Executive Officer of each of WUC and Black Range, Xxxxxxx will, under the broad operating guidelines set by the Board, assume full responsibility for the management of each of WUC and Black Range including:

Appears in 1 contract

Samples: Employment Agreement (Western Uranium Corp)

Indemnification and Directors’ and Officers’ Insurance. In Executive’s capacity as a director, officer, or employee of the Company or serving or having served any other entity as a director, officer, or employee at the Company’s request, Executive shall be indemnified and held harmless by the Company to the fullest extent allowed by law, the Company’s Certificate of Incorporation and Bylaws, from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which Executive may be involved, or threatened to be involved, as a party or otherwise by reason of Executive’s status, which relate to or arise out of the Company and such other entities, their assets, business or affairs, if in each of the foregoing cases, (i) Executive acted in good faith and in a manner Executive believed to be in the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe Executive’s conduct was unlawful, and (ii) Executive’s conduct did not constitute gross negligence or willful or wanton misconduct. The Company shall advance all reasonable expenses incurred by Executive in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in this Section, including but not necessarily limited to, reasonable fees of legal counsel, expert witnesses or other litigation-related expenses; however, any such advance of reasonable expenses shall be recoverable by the Company if a court of competent jurisdiction determines that the Executive was not subject to the indemnification addressed in this Section 27. Executive and the Company have executed this Agreement to be effective for all purposes as of the Effective Date. EXECUTIVE: OCEAN POWER TECHNOLOGIES, INC.: /s/ J. Pxxxxxx Xxxxxxxxx /s/ Txxxxxx X. Xxxxx

Appears in 1 contract

Samples: Employment Agreement (Ocean Power Technologies, Inc.)

Indemnification and Directors’ and Officers’ Insurance. In Executive’s capacity as a director, officer, or employee of the Company or serving or having served any other entity as a director, officer, or employee at the Company’s request, Executive shall be indemnified and held harmless by the Company to the fullest extent allowed by law, the Company’s Certificate of Incorporation and Bylaws, from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which Executive may be involved, or threatened to be involved, as a party or otherwise by reason of Executive’s status, which relate to or arise out of the Company and such other entities, their assets, business or affairs, if in each of the foregoing cases, (ia) Executive acted in good faith and in a manner Executive believed to be in the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe Executive’s conduct was unlawful, and (iib) Executive’s conduct did not constitute gross negligence or willful or wanton misconduct. The Company shall advance all reasonable expenses incurred by Executive in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in this Section, including but not necessarily limited to, reasonable fees of legal counsel, expert witnesses or other litigation-litigation related expenses; however, any such advance of reasonable expenses shall be recoverable by the . Company if a court of competent jurisdiction determines that the Executive was not subject agrees to the indemnification addressed in this Section 27maintain adequate directors and officers insurance coverage. Executive and the Company The parties hereto have executed this Employment Agreement to be effective for all purposes as of the Effective first day and year written above. BLACK RANGE MINERALS, LLC By /s/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx, President/Chief Executive Officer Date.: November 12, 2020 WESTERN URANIUM & VANADIUM CORP. By /s/ Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx, President/Chief Executive Officer Date: November 12, 2020 By /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx, Executive Employee Date: November 12, 2020 EXHIBIT A to that certain Employment Agreement between Black Range Minerals LLC, Western Uranium & Vanadium Corp. and Xxxxxx X. Xxxxx effective as of 1st day October 2020 Xxxxx will provide the following Services to the Company: Function and Accountabilities: as Chief Financial Officer of each of WUVC and Black Range, Xxxxx will, under the broad operating guidelines set by the Board, assume full responsibility for the management of each of WUVC and Black Range including:

Appears in 1 contract

Samples: Employment Agreement (Western Uranium & Vanadium Corp.)

Indemnification and Directors’ and Officers’ Insurance. In Executive’s capacity as a director, officer, or employee of the Company or serving or having served any other entity as a director, officer, or employee at the Company’s request, Executive shall be indemnified and held harmless by the Company to the fullest extent allowed by law, the Company’s Certificate of Incorporation and Bylaws, from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which Executive may be involved, or threatened to be involved, as a party or otherwise by reason of Executive’s status, which relate to or arise out of the Company and such other entities, their assets, business or affairs, if in each of the foregoing cases, (ia) Executive acted in good faith and in a manner Executive believed to be in the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe Executive’s conduct was unlawful, and (iib) Executive’s conduct did not constitute gross negligence or willful or wanton misconduct. The Company shall advance all reasonable expenses incurred by Executive in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in this Section, including but not necessarily limited to, reasonable fees of legal counsel, expert witnesses or other litigation-litigation related expenses; however, any such advance of reasonable expenses shall be recoverable by the . Company if a court of competent jurisdiction determines that the Executive was not subject agrees to the indemnification addressed in this Section 27maintain adequate directors and officers insurance coverage. Executive and the Company The parties hereto have executed this Employment Agreement to be effective for all purposes as of the Effective first day and year written above. BLACK RANGE MINERALS LLC By: /s/ Xxxxxx X. Xxxxxxx Its: President and CEO Date.: November 11, 2017 WESTERN URANIUM CORPORATION By: /s/ Xxxxxx X. Xxxxxxx Its: President and CEO Date: November 11, 2017 Xxxxxx x. Xxxxx By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Date: November 11, 2017 EXHIBIT A to that certain Employment Agreement between Black Range Minerals LLC, Western Uranium Corporation and Xxxxxx X. Xxxxx effective as of 1st October 2017 Xxxxx will provide the following Services to the Company: Function and Accountabilities: as Chief Financial Officer of each of WUC and Black Range, Xxxxx will, under the broad operating guidelines set by the Board, assume full responsibility for the management of each of WUC and Black Range including:

Appears in 1 contract

Samples: Employment Agreement (Western Uranium Corp)

Indemnification and Directors’ and Officers’ Insurance. In Executive’s capacity as a director, officer, or employee of the Company or serving or having served any other entity as a director, officer, or employee at the Company’s request, Executive shall be indemnified and held harmless by the Company to the fullest extent allowed by law, the Company’s Certificate of Incorporation and Bylaws, from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which Executive may be involved, or threatened to be involved, as a party or otherwise by reason of Executive’s status, which relate to or arise out of the Company and such other entities, their assets, business or affairs, if in each of the foregoing cases, (i) Executive acted in good faith and in a manner Executive believed to be in the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe Executive’s conduct was unlawful, and (ii) Executive’s conduct did not constitute gross negligence or willful or wanton misconduct. The Company shall advance all reasonable expenses incurred by Executive in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in this Section, including but not necessarily limited to, reasonable fees of legal counsel, expert witnesses or other litigation-related expenses; however, any such advance of reasonable expenses shall be recoverable by the Company if a court of competent jurisdiction determines that the Executive was not subject to the indemnification addressed in this Section 27. Executive and the Company have executed this Agreement to be effective for all purposes as of the Effective Date. EXECUTIVE: OCEAN POWER TECHNOLOGIES, INC.: /s/ Gxxxxx X. Xxxxx III /s/ Txxxxxx X. Xxxxx Gxxxxx X. Xxxxx III Txxxxxx X. Xxxxx Chairman of the Board Ocean Power Technologies, Inc.

Appears in 1 contract

Samples: Employment Agreement (Ocean Power Technologies, Inc.)

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