Common use of Indemnification of Others Clause in Contracts

Indemnification of Others. The Corporation shall have the power, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware, to indemnify each of its employees and agents (other than directors and officers) against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the Corporation. For purposes of this Section 6.2, an “employee” or “agent” of the Corporation (other than a director or officer) includes any person (a) who is or was an employee or agent of the Corporation, (b) who is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (c) who was an employee or agent of a corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation.

Appears in 4 contracts

Samples: Affiliation Agreement (Sunpower Corp), Merger Agreement (Blackhawk Biofuels, LLC), Agreement and Plan of Merger (Blackhawk Biofuels, LLC)

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Indemnification of Others. The Corporation shall have the power, to the maximum extent and in the manner permitted by the Delaware General Corporation Law of DelawareLaw, to indemnify each of its employees and agents (other than directors and officers) against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the Corporation. For purposes of this Section 6.27.02, an “employee” or “agent” of the Corporation (other than a director or officer) includes any person (ai) who is or was an employee or agent of the Corporation, (bii) who is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ciii) who was an employee or agent of a corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation.

Appears in 3 contracts

Samples: Merger Agreement (DSP Group Inc /De/), Merger Agreement (DSP Group Inc /De/), Merger Agreement (SYNAPTICS Inc)

Indemnification of Others. The Corporation corporation shall have the power, to the maximum extent and in the manner permitted by the Delaware General Corporation Law of DelawareLaw, to indemnify each of its employees and agents (other than directors and officers) against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the Corporationcorporation. For purposes of this Section 6.2, an “employee” or “agent” of the Corporation corporation (other than a director or officer) includes any person (a) who is or was an employee or agent of the Corporationcorporation, (b) who is or was serving at the request of the Corporation corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (c) who was an employee or agent of a corporation which was a predecessor corporation of the Corporation corporation or of another enterprise at the request of such predecessor corporation.

Appears in 3 contracts

Samples: Merger Agreement (AvidXchange Holdings, Inc.), Bylaws, Bylaws

Indemnification of Others. The Corporation shall have the power, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware, to indemnify each of its employees and agents (other than directors and officers) against expenses (including attorneys' fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the Corporation. For purposes of this Section 6.22, an "employee" or "agent" of the Corporation (other than a director or officer) includes any person (a) who is or was an employee or agent of the Corporation, (b) who is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (c) who was an employee or agent of a corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation.

Appears in 2 contracts

Samples: Merger Agreement (Primedex Health Systems Inc), Merger Agreement (Radiologix Inc)

Indemnification of Others. The Corporation corporation shall have the power, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware, to indemnify each of its employees and agents (other than directors and officers) against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the Corporationcorporation. For purposes of this Section 6.27.2, an “employee” or “agent” of the Corporation corporation (other than a director or officer) includes any person (a) who is or was an employee or agent of the Corporationcorporation, (b) who is or was serving at the request of the Corporation corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (c) who was an employee or agent of a corporation which was a predecessor corporation of the Corporation corporation or of another enterprise at the request of such predecessor corporation.

Appears in 2 contracts

Samples: Merger Agreement (On Semiconductor Corp), Merger Agreement (California Micro Devices Corp)

Indemnification of Others. The Corporation shall have the power, to the maximum extent and in the manner permitted by the General Corporation Law of DelawareDelaware Law, to indemnify each of its employees and agents (other than directors and officers) against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the Corporation. For purposes of this Section 6.26.02, an “employee” or “agent” of the Corporation (other than a director or officer) includes any person (a) who is or was an employee or agent of the Corporation, (b) who is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (c) who was an employee or agent of a corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation.

Appears in 2 contracts

Samples: Merger Agreement (Techpoint, Inc.), Agreement and Plan of Merger (Onvia Inc)

Indemnification of Others. The Corporation shall have the power, to the maximum extent and in the manner permitted by the Delaware General Corporation Law of DelawareLaw, to indemnify each of its employees and agents (other than directors and officers) against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the Corporation. For purposes of this Section 6.27.2, an “employee” or “agent” of the Corporation (other than a director or officer) includes any person (ai) who is or was an employee or agent of the Corporation, (bii) who is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ciii) who was an employee or agent of a corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation.

Appears in 1 contract

Samples: Merger Agreement (Conceptus Inc)

Indemnification of Others. The Corporation corporation shall have the power, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware, to indemnify each of its employees and agents (other than directors and officers) against expenses (including attorneys' fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the Corporationcorporation. For purposes of this Section 6.2, an "employee" or "agent" of the Corporation corporation (other than a director or officer) includes any person (a) who is or was an employee or agent of the Corporationcorporation, (b) who is or was serving at the request of the Corporation corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (c) who was an employee or agent of a corporation which was a predecessor corporation of the Corporation corporation or of another enterprise at the request of such predecessor corporation.

Appears in 1 contract

Samples: Joint Venture Agreement (Chemdex Corp)

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Indemnification of Others. The Corporation shall will have the power, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware, to indemnify each of its employees and agents (other than present and former directors and officers, which is addressed in Section 6.1 of the these Bylaws) against all liability and loss suffered, and expenses (including without limitation attorneys’ fees), judgments, fines, settlements and other amounts actually and ) reasonably incurred by such person in connection with any proceeding, arising by reason of the fact that such person is or was an employee or agent of the Corporation. For purposes of this Section 6.2, an “employee” or “agent” of the Corporation (other than a director or officer) includes any person (a) who is or was an employee or agent of the Corporation, ; (b) who is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, ; or (c) who was an employee or agent of a corporation which that was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation.

Appears in 1 contract

Samples: Merger Agreement (Iac/Interactivecorp)

Indemnification of Others. The Corporation corporation shall have the power, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware, to indemnify each of its employees and agents (other than directors and officers) against expenses (including attorneys' fees), judgments, fines, settlements settlements, and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the Corporationcorporation. For purposes of this Section 6.2, an "employee" or "agent" of the Corporation corporation (other than a director or officer) includes any person (ai) who is or was an employee or agent of the Corporationcorporation, (bii) who is or was serving at the request of the Corporation corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ciii) who was an employee or agent of a corporation which was a predecessor corporation of the Corporation corporation or of another enterprise at the request of such predecessor corporation.

Appears in 1 contract

Samples: Merger Agreement (Proquest Co)

Indemnification of Others. The Corporation shall have the power, to the maximum extent and in the manner permitted by the General Corporation Law of DelawareDGCL, to indemnify each of its employees and agents (other than directors and officers) against expenses (including reasonable attorneys' fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an employee or agent of the Corporation. For purposes of this Section 6.2, an "employee" or "agent" of the Corporation (other than a director or officer) includes any person (ai) who is or was an employee or agent of the Corporation, (bii) who is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (ciii) who was an employee or agent of a corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation.

Appears in 1 contract

Samples: Merger Agreement (Instinet Group Inc)

Indemnification of Others. The Corporation corporation shall have the power, to the maximum extent and in the manner permitted by the General New York Business Corporation Law of DelawareLaw, to indemnify each of its employees and agents (other than directors and officers) against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the Corporationcorporation. For purposes of this Section 6.2, an “employee” or “agent” of the Corporation corporation (other than a director or officer) includes any person (a) who is or was an employee or agent of the Corporationcorporation, (b) who is or was serving at the request of the Corporation corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (c) who was an employee or agent of a corporation which was a predecessor corporation of the Corporation corporation or of another enterprise at the request of such predecessor corporation.

Appears in 1 contract

Samples: Merger Agreement (Alliance MMA, Inc.)

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