Indemnification for Additional Expenses. (a) The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within seven (7) business days of such request) advance such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Company under this Agreement or any other agreement or by-law of the Company now or hereafter in effect; or (ii) recovery under any directors' and officers' liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be. (b) Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.
Appears in 6 contracts
Samples: Consulting Agreement (Varlen Corp), Indemnification Agreement (California Jockey Club), Indemnification & Liability (Control Delivery Systems Inc/Ma)
Indemnification for Additional Expenses. (a) The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within seven (7) business days of such request) advance such Expenses to Indemnitee, which are reasonably incurred by Indemnitee in connection with any action brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Company under this Agreement or any other agreement or byBy-law Law of the Company now or hereafter in effect; , or (ii) recovery under any directors' and officers' liability insurance policies maintained by the Company, regardless of whether ; but only to the extent that Indemnitee prevails in such action and ultimately is determined to be entitled to such indemnification, advance expense payment of Expenses or insurance recovery, as the case may be. Indemnitee shall be entitled to advancement of such Expenses pursuant to and in accordance with the provisions of Section 7 hereof.
(b) Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.
Appears in 4 contracts
Samples: Indemnification Agreement (Datawatch Corp), Investment Agreement (Datawatch Corp), Indemnification Agreement (Datawatch Corp)
Indemnification for Additional Expenses. (a) The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within seven twenty (720) business days of such request) advance such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Company under this Agreement or any other agreement or by-law bylaw of the Company now or hereafter in effect; or (ii) recovery under any directors' and officers' liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be.
(b) Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.
Appears in 3 contracts
Samples: Indemnification Agreement (At Home Corp), Indemnification Agreement (At Home Corp), Indemnification Agreement (At Home Corp)
Indemnification for Additional Expenses. (a) a. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within seven (7) business days of such request) advance such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Company under this Agreement or any other agreement or by-law of the Company now or hereafter in effect; or (ii) recovery under any directors' ’ and officers' ’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be.
(b) b. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Indemnitee’s Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, he Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him Indemnitee or on his behalf of Indemnitee in connection therewith.
Appears in 3 contracts
Samples: Indemnification Agreement (Dominos Pizza Inc), Indemnification Agreement (Combinatorx, Inc), Indemnification Agreement (Combinatorx, Inc)
Indemnification for Additional Expenses. (a) a. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within seven (7) business days of such request) advance such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Company under this Agreement or any other agreement or by-law of the Company now or hereafter in effect; or (ii) recovery under any directors' and officers' liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be.
(b) b. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.
Appears in 2 contracts
Samples: Indemnification Agreement (Mykrolis Corp), Indemnification Agreement (Charles River Laboratories International Inc)
Indemnification for Additional Expenses. (a) a. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within seven (7) business days of such request) advance such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Company under this Agreement or any other agreement or by-law of the Company now or hereafter in effect; or (ii) recovery under any directors' ’ and officers' ’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be.
(b) b. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.
Appears in 2 contracts
Samples: Indemnification Agreement (Entegris Inc), Indemnification Agreement (Entegris Inc)
Indemnification for Additional Expenses. (a) The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within seven (7) business days of such request) advance such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Company under this Agreement or any other agreement or byBy-law of the Company now or hereafter in effect; effect or (ii) recovery under any directors' and officers' liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be.
(b) Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.
Appears in 2 contracts
Samples: Indemnification Agreement (Avatex Corp), Indemnification Agreement (Avatex Corp)
Indemnification for Additional Expenses. (a) The Company shall indemnify indemnify, without duplication, Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within seven (7) business days of such request) advance such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Company under this Agreement or any other agreement agreement, the Charter or bythe By-law of the Company Laws now or hereafter in effect; or (ii) recovery under any directors' ’ and officers' ’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be.
(b) Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.
Appears in 2 contracts
Samples: Indemnification Agreement (Great Atlantic & Pacific Tea Co Inc), Indemnification Agreement (Great Atlantic & Pacific Tea Co Inc)
Indemnification for Additional Expenses. (a) a. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within seven five (75) business days of such request) advance such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Company under this Agreement or any other agreement or by-law of the Company now or hereafter in effect; or (ii) recovery under any directors' ’ and officers' ’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be.
(b) b. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Indemnitee’s Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, he Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him Indemnitee or on his behalf of Indemnitee in connection therewith.
Appears in 1 contract
Samples: Indemnification Agreement (Concert Pharmaceuticals, Inc.)
Indemnification for Additional Expenses. (a) The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within seven (7) business days of such request) advance such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Company under this Agreement or any other agreement or by-law of the Company now or hereafter in effect; or (ii) recovery under any directors' ’ and officers' ’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be.
(b) Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.
Appears in 1 contract
Indemnification for Additional Expenses. (a) The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within seven thirty (730) business days of such request) advance such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Company under this Agreement or any other agreement or by-law of the Company now or hereafter in effect; or (ii) recovery under any directors' ’ and officers' ’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be.
(b) Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his her Corporate Status, a witness witness, or is made (or asked) to respond to discovery reqnests, in any Proceeding to which Indemnitee is not a party, he she shall be indemnified against all Expenses actually and reasonably incurred by him her or on his her behalf in connection therewith.
Appears in 1 contract
Samples: Employment Agreement (EyePoint Pharmaceuticals, Inc.)
Indemnification for Additional Expenses. (a) 1. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within seven (7) business days of such request) advance such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Company under this Agreement or any other agreement or by-law of the Company now or hereafter in effect; or (ii) recovery under any directors' and officers' liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be.
(b) 2. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.
Appears in 1 contract
Samples: Indemnification Agreement (Manufacturers Services LTD)
Indemnification for Additional Expenses. (a) a. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within seven (7) business days of such request) advance such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Company under this Agreement or any other agreement or by-law of the Company now or hereafter in effect; or (ii) recovery under any directors' and officers' liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be.
(b) b. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Indemnitee's Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, he Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him Indemnitee or on his behalf of Indemnitee in connection therewith.
Appears in 1 contract
Indemnification for Additional Expenses. (a) a. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within seven thirty (730) business days of such request) advance such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Company under this Agreement or any other agreement or by-law of the Company now or hereafter in effect; or (ii) recovery under any directors' ’ and officers' ’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be.
(b) b. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Indemnitee’s Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, he the Company shall be indemnified against indemnify Indemnitee against, and the Company shall advance, all Expenses actually and reasonably incurred by him Indemnitee or on his behalf of Indemnitee in connection therewith.
Appears in 1 contract
Samples: Indemnification Agreement (Salient Surgical Technologies, Inc.)
Indemnification for Additional Expenses. (a) The Company and LII shall indemnify indemnify, without duplication, Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within seven (7) business days of such request) advance such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Company and LII under this Agreement or any other agreement or byBy-law Law of the Company or LII now or hereafter in effect; or (ii) recovery under any directors' and officers' liability insurance policies maintained by the CompanyCompany or LII, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be.
(b) Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.
Appears in 1 contract
Samples: Indemnification Agreement (Lexmark International Group Inc)
Indemnification for Additional Expenses. (a) a. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within seven five (75) business days of such request) advance such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Company under this Agreement or any other agreement or by-law of the Company now or hereafter in effect; or (ii) recovery under any directors' and officers' liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be.
(b) b. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Indemnitee's Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, he Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him Indemnitee or on his behalf of Indemnitee in connection therewith.
Appears in 1 contract
Samples: Indemnification Agreement (Sirtris Pharmaceuticals, Inc.)
Indemnification for Additional Expenses. (a) The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within seven (7) business days of such request) advance such Expenses to Indemnitee, which are reasonably incurred by Indemnitee in connection with any action brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Company under this Agreement or any other agreement or byBy-law Law of the Company now or hereafter in effect; , or (ii) recovery under any directors' and officers' liability insurance policies maintained by the Company, regardless of whether ; but only to the extent that Indemnitee prevails in such action and ultimately is determined to be entitled to such indemnification, advance expense payment of Expenses or insurance recovery, as the case may be. Indemnitee shall be entitled to advancement of such Expenses pursuant to and in accordance with the provisions of Section 8 hereof.
(b) Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.
Appears in 1 contract
Samples: Indemnification Agreement (Hain Celestial Group Inc)
Indemnification for Additional Expenses. (a) The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within seven (7) business days of such request) advance such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Company under this Agreement or any other agreement or byBy-law Law of the Company now or hereafter in effect; or (ii) recovery under any directors' and officers' liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be.
(b) Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.
Appears in 1 contract
Samples: Indemnification Agreement (Lexmark International Inc /Ky/)