Indemnification of Expenses. The Company shall indemnify and hold harmless the Indemnitee (including the Indemnitee's spouse, heirs, estate, executor or personal or legal representatives) and each person who controls the Indemnitee or who may be liable within the meaning of Section 15 of the Securities Act of 1933, as amended (the "SECURITIES ACT"), or Section 20 of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), to the fullest extent permitted by law, if the Indemnitee was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, or any hearing, inquiry or investigation that the Indemnitee believes might lead to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative, investigative or other (hereinafter a "CLAIM") by reason of (or arising in part out of) any event or occurrence related to the fact that the Indemnitee is or was a director, officer, employee, controlling person, agent or fiduciary of the Company, or any direct or indirect subsidiary of the Company or any direct or indirect parent of the Company, or is or was serving at the request of the Company as a director, officer, employee, controlling person, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action or inaction on the part of the Indemnitee while serving in such capacity including, without limitation, any and all losses, claims, damages, expenses and liabilities, joint or several (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit, proceeding or any claim asserted) under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, that relate directly or indirectly to the registration, purchase, sale or ownership of any securities of the Company or to any fiduciary obligation owed with respect thereto (hereinafter an "INDEMNIFICATION EVENT") against any and all expenses (including attorneys' fees and all other costs, expenses and obligations incurred in connection with investigating, defending, serving as a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in, any such action, suit, proceeding, alternative dispute resolution mechanism, hearing, inquiry or investigation), judgments, fines, penalties and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld or delayed) of such Claim, and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, and all interest, assessments and other charges paid or payable thereon or in respect thereto (collectively, hereinafter "EXPENSES"). Except as set forth below in SECTION 1(b), such payment of Expenses shall be made by the Company as soon as practicable but in any event no later than five (5) days after written demand by the Indemnitee therefor is presented to the Company.
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Indemnification of Expenses. The Company shall indemnify and hold harmless the each Indemnitee (including the Indemnitee's spouseits respective directors, heirsofficers, estategeneral partners, executor or personal or legal representativeslimited partners, members, managing members, employees, agents and spouses) and each person who controls the Indemnitee any of them or who may be liable within the meaning of Section 15 of the Securities Act of 1933, as amended (the "SECURITIES ACT"), or Section 20 of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), to the fullest extent permitted by law, law if the such Indemnitee was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, or any hearing, inquiry or investigation that the such Indemnitee believes might lead to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative, investigative or other (hereinafter a "CLAIM") by reason of (or arising in part out of) any event or occurrence related to the fact that the Indemnitee is or was or may be deemed a director, officer, stockholder (as defined in Section 10(g)), employee, controlling person, agent or fiduciary of the Company, or any direct or indirect subsidiary of the Company or any direct or indirect parent of the Company, or is or was or may be deemed to be serving at the request of the Company as a director, officer, stockholder (as defined in Section 10(g)), employee, controlling person, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action or inaction on the part of the such Indemnitee while serving in such capacity including, without limitation, any and all losses, claims, damages, expenses and liabilities, joint or several (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit, proceeding or any claim asserted) under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, that which relate directly or indirectly to the registration, purchase, sale or ownership of any securities of the Company or to any fiduciary obligation owed with respect thereto or as a result of any claim (a) made by any stockholder (as defined in Section 10(g)) of the Company against an Indemnitee and arising out of or related to any round of financing of the Company (including, but not limited to, claims regarding non-participation, or non-prorata participation, in such round by such stockholder (as defined in Section 10(g)), (b) made by a third party against an Indemnitee based on any misstatement or omission of a material fact by the Company in violation of any duty of disclosure imposed on the Company by Federal or state securities or common laws, (c) made by a third party against an Indemnitee based (in whole or in part) on, or arising in any way out of, or relating to conduct attributed to the Company or anyone alleged to be acting on the Company's behalf, or (d) made by a third party against an Indemnitee based (in whole or in part) on, or arising in any way out of, or relating to (i) the Indemnitee being an investor in the Company, (ii) the Indemnitee's alleged participation in the management or direction of the Company, (iii) the Indemnitee's alleged participation in providing any assistance or advice to the Company, or (iv) Indemnitee being a person described in Section 15 of Securities Act or Section 20 of the Exchange Act (hereinafter an "individually an INDEMNIFICATION EVENT"EVENT and collectively the INDEMNIFICATION EVENTS) against any and all expenses (including attorneys' fees and all other costs, expenses and obligations incurred in connection with investigating, defending, serving as being a witness in or participating in (including on an appeal), or preparing to defend, be a witness in or participate in, any such action, suit, proceeding, alternative dispute resolution mechanism, hearing, inquiry or investigation), judgments, fines, penalties and amounts paid in settlement (if if, and only if, such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld or delayedwithheld) of such Claim, Claim and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this AgreementAgreement (collectively, and hereinafter EXPENSES), including all interest, assessments and other charges paid or payable thereon in connection with or in respect thereto (collectively, hereinafter "EXPENSES")of such Expenses. Except as set forth below in SECTION 1(b), such Such payment of Expenses shall be made by the Company as soon as practicable but in any event no later than five ten (510) days after written demand by the Indemnitee therefor is presented to the Company.
Appears in 1 contract
Indemnification of Expenses. The Company shall indemnify and hold harmless the each Indemnitee (including the Indemnitee's spouseits respective directors, heirsofficers, estategeneral partners, executor or personal or legal representativeslimited partners, members, managing members, employees, agents and spouses) and each person who controls the Indemnitee any of them or who may be liable within the meaning of Section 15 of the Securities Act of 1933, as amended (the "SECURITIES ACT"), or Section 20 of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), to the fullest extent permitted by law, law if the such Indemnitee was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, or any hearing, inquiry or investigation that the such Indemnitee believes might lead to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative, investigative or other (hereinafter a "CLAIM") by reason of (or arising in part out of) any event or occurrence related to the fact that the Indemnitee is or was or may be deemed a director, officer, stockholder (as defined in Section 10(g)), employee, controlling person, agent or fiduciary of the Company, or any direct subsidiary or indirect subsidiary of the Company or any direct or indirect parent of the Company, or is or was or may be deemed to be serving at the request of the Company as a director, officer, stockholder (as defined in Section 10(g)), employee, controlling person, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action or inaction on the part of the such Indemnitee while serving in such capacity including, without limitation, any and all losses, claims, damages, expenses and liabilities, joint or several (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit, proceeding or any claim asserted) under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, that which relate directly or indirectly to the registration, purchase, sale or ownership of any securities of the Company or to any fiduciary obligation owed with respect thereto (hereinafter referred to as an "INDEMNIFICATION EVENTIndemnification Event") or as a result of any claim against any and all expenses (including attorneys' fees and all other costs, expenses and obligations incurred in connection with investigating, defending, serving as being a witness in or participating in (including on an appeal), or preparing to defend, be a witness in or participate in, any such action, suit, proceeding, alternative dispute resolution mechanism, hearing, inquiry or investigation), judgments, fines, penalties and amounts paid in settlement (if if, and only if, such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld or delayedwithheld) of such Claim, Claim and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this AgreementAgreement (collectively, and hereinafter "EXPENSES"), including all interest, assessments and other charges paid or payable thereon in connection with or in respect thereto (collectively, hereinafter "EXPENSES")of such Expenses. Except as set forth below in SECTION 1(b), such Such payment of Expenses shall be made by the Company as soon as practicable but in any event no later than five ten (510) days after written demand by the Indemnitee therefor is presented to the Company.
Appears in 1 contract
Indemnification of Expenses. The Company shall indemnify and hold harmless the Indemnitee (including the Indemnitee's spouse, heirs, estate, executor or personal or legal representatives) and each person who controls the Indemnitee or who may be liable within the meaning of Section 15 of the Securities Act of 1933, as amended (the "SECURITIES ACT"), or Section 20 of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), to the fullest extent permitted by law, if the Indemnitee was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, or any hearing, inquiry or investigation that the Indemnitee believes might lead to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative, investigative or other (hereinafter a "CLAIM") by reason of (or arising in part out of) any event or occurrence related to the fact that the Indemnitee is or was a director, officer, employee, controlling person, agent or fiduciary of the Company, or any direct or indirect subsidiary of the Company or any direct or indirect parent of the Company, or is or was serving at the request of the Company as a director, officer, employee, controlling person, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action or inaction on the part of the Indemnitee while serving in such capacity including, without limitation, any and all losses, claims, damages, expenses and liabilities, joint or several (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit, proceeding or any claim asserted) under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, that relate directly or indirectly to the registration, purchase, sale or ownership of any securities of the Company or to any fiduciary obligation owed with respect thereto (hereinafter an "INDEMNIFICATION EVENT") against any and all expenses (including attorneys' fees and all other costs, expenses and obligations incurred in connection with investigating, defending, serving as a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in, any such action, suit, proceeding, alternative dispute resolution mechanism, hearing, inquiry or investigation), judgments, fines, penalties and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld or delayed) of such Claim, and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, and all interest, assessments and other charges paid or payable thereon or in respect thereto (collectively, hereinafter "EXPENSES"). Except as set forth below in SECTION 1(b), such payment of Expenses shall be made by the Company as soon as practicable but in any event no later than five (5) days after written demand by the Indemnitee therefor is presented to the Company.such
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Samples: Indemnification Agreement (Universal Electronics Inc)
Indemnification of Expenses. The Company shall indemnify and hold harmless the Indemnitee (including the Indemnitee's spouseits respective directors, heirsofficers, estategeneral partners, executor or personal or legal representativeslimited partners, members, managing members, employees, agents and spouses) and each person who controls the Indemnitee any of them or who may be liable within the meaning of Section 15 of the Securities Act of 1933, as amended (the "SECURITIES ACT"), or Section 20 of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), to the fullest extent permitted by law, law if the such Indemnitee was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, or any hearing, inquiry or investigation that the such Indemnitee believes might lead to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative, investigative or other (hereinafter a "CLAIM") by reason of (or arising in part out of) any event or occurrence related to the fact that the Indemnitee is or was or may be deemed a director, officer, stockholder (as defined in Section 10.7), employee, controlling person, agent or fiduciary of the Company, or any direct or indirect subsidiary of the Company or any direct or indirect parent of the Company, or is or was or may be deemed to be serving at the request of the Company as a director, officer, stockholder (as defined in Section 10.7), employee, controlling person, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action or inaction on the part of the such Indemnitee while serving in such capacity including, without limitation, any and all losses, claims, damages, expenses and liabilities, joint or several (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit, proceeding or any claim asserted) under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, that which relate directly or indirectly to the registration, purchase, sale or ownership by the Company of any securities of the Company or to any fiduciary obligation owed with respect thereto or as a result of any claim (hereinafter a) made by any stockholder (as defined in Section 10.7) of the Company against an Indemnitee and arising out of or related to any round of financing of the Company (including, but not limited to, claims regarding non-participation, or non-pro rata participation, in such round by such stockholder (as defined in Section 10.7), (b) made by a third party against an Indemnitee based on any misstatement or omission of a material fact by the Company in violation of any duty of disclosure imposed on the Company by Federal or state securities or common laws, (c) made by a third party against an Indemnitee based (in whole or in part) on, or arising in any way out of, or relating to conduct attributed to the Company or anyone alleged to be acting on the Company's behalf, or (d) made by a third party against an Indemnitee based (in whole or in part) on, or arising in any way out of, or relating to (i) the Indemnitee being an investor in the Company, (ii) the Indemnitee's alleged participation in the management or direction of the Company, (iii) the Indemnitee's alleged participation in providing any assistance or advice to the Company, or (iv) Indemnitee being a person described in Section 15 of Securities Act or Section 20 of the Exchange Act (an individually an "INDEMNIFICATION EVENT" and collectively the "INDEMNIFICATION EVENTS") against any and all expenses (including attorneys' fees and all other costs, expenses and obligations incurred in connection with investigating, defending, serving as being a witness in or participating in (including on an appeal), or preparing to defend, be a witness in or participate in, any such action, suit, proceeding, alternative dispute resolution mechanism, hearing, inquiry or investigation), judgments, fines, penalties and amounts paid in settlement (if if, and only if, such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld or delayedwithheld) of such Claim, Claim and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this AgreementAgreement (collectively, and "EXPENSES"), including all interest, assessments and other charges paid or payable thereon in connection with or in respect thereto (collectively, hereinafter "EXPENSES")of such Expenses. Except as set forth below in SECTION 1(b), such Such payment of Expenses shall be made by the Company as soon as practicable but in any event no later than five (5) ten days after written demand by the Indemnitee therefor is presented to the Company.
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