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Common use of Nature of Indemnity Clause in Contracts

Nature of Indemnity. Each person who was or is made a party or is threatened to be made a party to or is involved in any manner in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he, or a person of whom he is the legal representative, is or was a director or officer, of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary, or agent of another Corporation or of a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the Corporation to the fullest extent which it is empowered to do so by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) against all expenses, court costs, witness fees, fines, amounts paid in settlement or judgment, liability and loss and any other costs and expenses of any nature or kind incurred in connection with any Proceeding, including attorneys’ fees actually and reasonably incurred by such person in connection with such Proceeding (collectively, “Expenses”) and such indemnification shall inure to the benefit of his heirs, executors and administrators; provided, however, that, except as provided in Section 2 of this Article V, the Corporation shall indemnify any such person seeking indemnification in connection with a Proceeding initiated by such person only if (i) such Proceeding was authorized by the Board, (ii) such indemnification is expressly required to be made by law, or (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the DGCL or any other applicable law. The right to indemnification conferred in this Article V shall be a contract right and, subject to Sections 2 and 5 of this Article V, shall include the right to be paid by the Corporation the Expenses incurred in defending any such Proceeding in advance of its final disposition. The Corporation may, by action of its Board, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Appears in 2 contracts

Samples: Merger Agreement (Flexion Therapeutics Inc), Merger Agreement (Pacira BioSciences, Inc.)

Nature of Indemnity. Each person who was or is made a party or is threatened to be made a party to or is involved in any manner in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceedingproceeding”), by reason of the fact that he, or a person of whom he is the legal representative, is or was a director or officer, of the Corporation corporation or is or was serving at the request of the Corporation corporation as a director, officer, employee, fiduciary, or agent of another Corporation corporation or of a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the Corporation corporation to the fullest extent which it is empowered to do so unless prohibited from doing so by the DGCLGeneral Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation corporation to provide broader indemnification rights than said law permitted the Corporation corporation to provide prior to such amendment) against all expenses, court costs, witness fees, fines, amounts paid in settlement or judgmentexpense, liability and loss and any other costs and expenses of any nature or kind incurred in connection with any Proceeding, (including attorneys’ fees actually and reasonably incurred by such person in connection with such Proceeding (collectively, “Expenses”proceeding) and such indemnification shall inure to the benefit of his heirs, executors and administrators; provided, however, that, except as provided in Section 2 of this Article Vhereof, the Corporation corporation shall indemnify any such person seeking indemnification in connection with a Proceeding proceeding initiated by such person only if (i) such Proceeding proceeding was authorized by the Board, (ii) such indemnification is expressly required to be made by law, or (iii) such indemnification is provided by board of directors of the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the DGCL or any other applicable lawcorporation. The right to indemnification conferred in this Article V shall be a contract right and, subject to Sections 2 and 5 of this Article Vhereof, shall include the right to be paid by the Corporation corporation the Expenses expenses incurred in defending any such Proceeding proceeding in advance of its final ..disposition. The Corporation corporation may, by action of its Boardboard of directors, provide indemnification to employees and agents of the Corporation corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Appears in 2 contracts

Samples: Merger Agreement (Xpedx Holding Co), Merger Agreement (Xpedx Holding Co)

Nature of Indemnity. Each person who was or is made a party or is threatened to be made a party to or is involved in any manner in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter hereinafter, a “Proceedingproceeding”), by reason of the fact that hehe or she, or a person of whom he or she is the legal representative, is or was a director Manager or officer, officer of the Corporation Company, or is or was serving at the request of the Corporation Company as a manager, director, officer, employee, fiduciary, or agent of another Corporation limited liability company or of a corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan and whether the basis of such proceeding is alleged action in an official capacity as a Manager, director, officer, employee or agent or in any other capacity while serving as a Manager, director, officer, employee or agent, shall be indemnified and held harmless by the Corporation Company to the fullest extent which it is empowered to do so unless prohibited from doing so by the DGCLAct, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law permitted the Corporation Company to provide prior to such amendment) against all expenses, court costs, witness fees, fines, amounts paid in settlement or judgmentexpense, liability and loss and any other costs and expenses of any nature or kind incurred in connection with any Proceeding, (including attorneys’ fees actually and reasonably incurred by such person and judgments, fines and amounts paid in settlement in connection with such Proceeding (collectively, “Expenses”proceeding) and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 2 of this Article V4.2, the Corporation Company shall indemnify any such person seeking indemnification in connection with a Proceeding proceeding (or part thereof) initiated by such person only if such proceeding (ior part thereof) such Proceeding was authorized by the Board, (ii) such indemnification is expressly required to be made by law, or (iii) such indemnification is provided by Board of Managers of the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the DGCL or any other applicable lawCompany. The right to indemnification conferred in this Article V IV shall be a contract right and, subject to Sections 2 4.2 and 5 of this Article V4.5, shall include the right to be paid by the Corporation Company the Expenses expenses incurred in defending any such Proceeding proceeding in advance of its final disposition. The Corporation Company may, by action of its Boardthe Board of Managers, provide indemnification to employees and agents of the Corporation Company with the same scope and effect as the foregoing indemnification of directors Managers and officers.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Great Lakes Dredge & Dock Environmental, Inc), Limited Liability Company Agreement (NASDI Holdings Corp)

Nature of Indemnity. Each person who was or is made a party or is threatened to be made a party to or is involved in any manner in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”"proceeding"), by reason of the fact that hehe or she, or a person of whom he or she is the legal representative, is or was a director or officer, of the Corporation corporation or is or was serving at the request of the Corporation corporation as a director, officer, employee, fiduciary, or agent of another Corporation corporation or of a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the Corporation corporation to the fullest extent which it is empowered to do so unless prohibited from doing so by the DGCLAct, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation corporation to provide broader indemnification rights than said law permitted the Corporation corporation to provide prior to such amendment) against all expenses, court costs, witness fees, fines, amounts paid in settlement or judgmentexpense, liability and loss and any other costs and expenses of any nature or kind incurred in connection with any Proceeding, (including attorneys' fees actually and reasonably incurred by such person in connection with such Proceeding (collectively, “Expenses”proceeding) and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 2 of this Article Vhereof, the Corporation corporation shall indemnify any such person seeking indemnification in connection with a Proceeding proceeding initiated by such person only if (i) such Proceeding proceeding was authorized by the Board, (ii) such indemnification is expressly required to be made by law, or (iii) such indemnification is provided by board of directors of the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the DGCL or any other applicable lawcorporation. The right to indemnification conferred in this Article V shall be a contract right and, subject to Sections 2 and 5 of this Article Vhereof, shall include the right to be paid by the Corporation corporation the Expenses expenses incurred in defending any such Proceeding proceeding in advance of its final disposition. The Corporation corporation may, by action of its Boardboard of directors, provide indemnification to employees and agents of the Corporation corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Appears in 2 contracts

Samples: Acquisition Agreement (Goodys Family Clothing Inc /Tn), Acquisition Agreement (Goodys Family Clothing Inc /Tn)

Nature of Indemnity. Each person Subject to Section 5.1, each Manager or Officer who was or is made a party (or is threatened to be made a party party) to or is involved in any manner in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), Proceeding by reason of the fact that he, or a person Person of whom he is the legal representative, is or was was, or has agreed to be, a director Manager or officer, Officer of the Corporation Company, or is or was serving at the request of the Corporation Company as a director, officermanager, employee, trustee, fiduciary, or agent of, or in any other capacity with another Person, including without limitation any affiliate of another Corporation or of a partnership, joint venture, trust or other enterprisethe Company, shall be indemnified and held harmless by the Corporation to the fullest extent which it is empowered to do Company, unless prohibited from doing so by the DGCL, as the same exists or may hereafter be amended Act (but, in the case of any such amendmentamendment of the Act, only to the extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law the Act permitted the Corporation Company to provide prior to such amendment) from and against all expenses, court costs, witness fees, fines, amounts paid in settlement or judgmentexpense, liability and loss and any other costs and expenses of any nature or kind incurred in connection with any Proceeding, (including attorneys’ fees actually and reasonably incurred by such person Manager or Officer in connection with such Proceeding (collectively, “Expenses”Proceeding) and such indemnification shall inure to the benefit of his heirs, executors legatees, devisees, executors, administrators, trustees, personal representatives, successors and administratorsassigns; provided, provided however, that, except as provided in Section 2 of this Article V5.10(b), the Corporation Company shall indemnify any such person Manager or Officer seeking indemnification in connection with a Proceeding initiated by such person Manager or Officer only if (i) such Proceeding was authorized by the Board, (ii) such indemnification is expressly required to be made by law, or (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the DGCL or any other applicable law. The right to indemnification conferred in this Article V shall be a contract right andSection 5.10(a), subject to Sections 2 5.10(b) and 5 of this Article V(e), shall include the right to be paid by the Corporation Company the Expenses expenses incurred in defending any such Proceeding in advance of its final disposition. The Corporation Company may, by action of its Board, provide indemnification to employees and agents of the Corporation Company with the same scope and effect as the foregoing indemnification of directors Managers and officersOfficers. Notwithstanding the foregoing or any provision to the contrary contained in this Agreement except Section 5.13 hereof, a Manager or Officer shall have no right to indemnification pursuant to this Section 5.10 for any loss or damage incurred by such Manager or Officer by reason of the gross negligence, willful misconduct or fraud of such Manager or Officer or any breach of his fiduciary duty.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Allegiancy, LLC)

Nature of Indemnity. Each person Subject to Section 5.1, the Manager and its agents and employees who was or is made a party (or is threatened to be made a party party) to or is involved in any manner in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), Proceeding by reason of the fact that he, or a person Person of whom he is the legal representative, is or was a director was, or officerhas agreed to be, of the Corporation Manager, or is or was serving at the request of the Corporation Company as a director, officerthe Manager, employee, trustee, fiduciary, or agent of, or in any other capacity with another Person, including without limitation any Affiliate of another Corporation or of a partnership, joint venture, trust or other enterprisethe Company, shall be indemnified and held harmless by the Corporation to the fullest extent which it is empowered to do Company, unless prohibited from doing so by the DGCL, as the same exists or may hereafter be amended Act (but, in the case of any such amendmentamendment of the Act, only to the extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law the Act permitted the Corporation Company to provide prior to such amendment) from and against all expenses, court costs, witness fees, fines, amounts paid in settlement or judgmentexpense, liability and loss and any other costs and expenses of any nature or kind incurred in connection with any Proceeding, (including attorneys' fees actually and reasonably incurred by such person Person in connection with such Proceeding (collectively, “Expenses”Proceeding) and such indemnification shall inure to the benefit of his heirs, executors legatees, devisees, executors, administrators, trustees, personal representatives, successors and administratorsassigns; provided, howeverprovidedhowever, that, except as provided in Section 2 of this Article V5.6(b), the Corporation Company shall indemnify any such person Person seeking indemnification in connection with a Proceeding initiated by such person Person only if (i) such Proceeding was authorized by the Board, (ii) such indemnification is expressly required to be made by law, or (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the DGCL or any other applicable lawManager. The right to indemnification conferred in this Article V shall be a contract right andSection 5.6(a), subject to Sections 2 5.6(b) and 5 of this Article V(d), shall include the right to be paid by the Corporation Company the Expenses expenses incurred in defending any such Proceeding in advance of its final disposition. The Corporation Company may, by action of its Boardthe Manager, provide indemnification to employees and agents of the Corporation Company with the same scope and effect as the foregoing indemnification of directors any other such Person contemplated in this Section 5.6(a). Notwithstanding the foregoing or any provision to the contrary contained in this Agreement, the Manager and officersits agents and employees shall have no right to indemnification pursuant to this Section 5.6 for any loss or damage incurred by such Person by reason of the gross negligence, willful misconduct or fraud of such Person or any breach of such Person's fiduciary duty.

Appears in 1 contract

Samples: Limited Liability Company Agreement (GK Investment Holdings, LLC)

Nature of Indemnity. Each person who was or is made a party or is threatened to be made a party to or is involved in any manner in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”"proceeding"), by reason of the fact that he, he or a person of whom he is the legal representative, is or was a director or officer, of the Corporation corporation or is or was serving at the request of the Corporation corporation as a director, officer, employee, fiduciary, or agent of another Corporation corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, fiduciary or agent or in any other capacity while serving as a director, officer, employee, fiduciary or agent, shall be indemnified and held harmless by the Corporation corporation to the fullest extent which it is empowered to do so by the DGCLGeneral Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation corporation to provide broader indemnification rights than said law permitted the Corporation corporation to provide prior to such amendment) against all expenses, court costs, witness fees, fines, amounts paid in settlement or judgmentexpense, liability and loss and any other costs and expenses of any nature or kind incurred in connection with any Proceeding, (including attorneys' fees actually and reasonably incurred by such person in connection with such Proceeding (collectively, “Expenses”) proceeding and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 2 of this Article Vhereof, the Corporation corporation shall indemnify any such person seeking indemnification in connection with a Proceeding proceeding initiated by such person only if (i) such Proceeding proceeding was authorized by the Board, (ii) such indemnification is expressly required to be made by law, or (iii) such indemnification is provided by board of directors of the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the DGCL or any other applicable lawcorporation. The right to indemnification conferred in this Article V shall be a contract right and, subject to Sections 2 and 5 of this Article Vhereof, shall include the right to be paid by the Corporation corporation the Expenses expenses incurred in defending any such Proceeding proceeding in advance of its final disposition. The Corporation corporation may, by action of its Boardboard of directors, provide indemnification to employees and agents of the Corporation corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Appears in 1 contract

Samples: Merger Agreement (Lions Gate Entertainment Corp /Cn/)

Nature of Indemnity. Each person who was or is made a party or is threatened to be made a party to or is involved in any manner in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceedingproceeding”), by reason of the fact that he, he or a person of whom he is the legal representative, is or was a director or officer, of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary, or agent of another Corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, fiduciary or agent or in any other capacity while serving at the request of the Corporation as a director, officer, employee, fiduciary or agent, shall be indemnified and held harmless by the Corporation to the fullest extent which it is empowered to do so by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) against all expensesexpense, court costs, witness feesjudgments, fines, amounts paid in settlement or judgment, and other liability and loss and any other costs and expenses of any nature or kind incurred in connection with any Proceeding, (including attorneys’ fees actually and reasonably incurred by such person in connection with such Proceeding (collectively, “Expenses”) proceeding and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 2 of this Article Vhereof, the Corporation shall indemnify any such person seeking indemnification in connection with a Proceeding proceeding initiated by such person only if (i) such Proceeding proceeding was authorized by the Board, (ii) such indemnification is expressly required to be made by law, or (iii) such indemnification is provided by board of directors of the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the DGCL or any other applicable law. The right to indemnification conferred in this Article V shall be a contract right and, subject to Sections 2 and 5 of this Article Vhereof, shall include the right to be paid by the Corporation the Expenses expenses incurred in defending any such Proceeding proceeding in advance of its final disposition. The Corporation may, by action of its Boardboard of directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Appears in 1 contract

Samples: Merger Agreement (Cellular Biomedicine Group, Inc.)

Nature of Indemnity. Each person who was or is made a party or is threatened to be made a party to or is involved in any manner in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"), by reason of the fact that he, he or she (or a person of whom he or she is the legal representative), is or was a director or officer, officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary, fiduciary or agent of another Corporation corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, employee, fiduciary or agent or in any other capacity while serving as a director, officer, employee, fiduciary or agent, shall be indemnified and held harmless by the Corporation to the fullest extent which it is empowered to do so by the DGCLGeneral Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) against all expenses, court costs, witness fees, fines, amounts paid in settlement or judgmentexpense, liability and loss and any other costs and expenses of any nature or kind incurred in connection with any Proceeding, (including attorneys' fees actually and reasonably incurred by such person in connection with such Proceeding (collectively, “Expenses”Proceeding) and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, that except as provided in Section 2 B of this Article VVIII, the Corporation shall indemnify any such person seeking indemnification in connection with a Proceeding initiated by such person only if (i) such Proceeding was authorized by the Board, (ii) such indemnification is expressly required to be made by law, or (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the DGCL or any other applicable lawBoard of Directors. The right to indemnification conferred in this Article V VIII shall be a contract right and, subject to Sections 2 B and 5 E of this Article VVIII, shall include the right to be paid payment by the Corporation of the Expenses expenses incurred in defending any such Proceeding in advance of its final disposition. The Corporation may, by action of its Boardthe Board of Directors, provide indemnification to employees and agents agent of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Appears in 1 contract

Samples: Merger Agreement (Us Geothermal Inc)

Nature of Indemnity. Each person Subject to Section 5.1, the Manager and its agents and employees who was or is made a party (or is threatened to be made a party party) to or is involved in any manner in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), Proceeding by reason of the fact that he, or a person Person of whom he is the legal representative, is or was a director was, or officerhas agreed to be, of the Corporation Manager, or is or was serving at the request of the Corporation Company as a director, officerthe Manager, employee, trustee, fiduciary, or agent of, or in any other capacity with another Person, including without limitation any Affiliate of another Corporation or of a partnership, joint venture, trust or other enterprisethe Company, shall be indemnified and held harmless by the Corporation to the fullest extent which it is empowered to do Company, unless prohibited from doing so by the DGCL, as the same exists or may hereafter be amended Act (but, in the case of any such amendmentamendment of the Act, only to the extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law the Act permitted the Corporation Company to provide prior to such amendment) from and against all expenses, court costs, witness fees, fines, amounts paid in settlement or judgmentexpense, liability and loss and any other costs and expenses of any nature or kind incurred in connection with any Proceeding, (including attorneys' fees actually and reasonably incurred by such person Person in connection with such Proceeding (collectively, “Expenses”Proceeding) and such indemnification shall inure to the benefit of his heirs, executors legatees, devisees, executors, administrators, trustees, personal representatives, successors and administratorsassigns; provided, however, that, except as provided in Section 2 of this Article V5.6(b), the Corporation Company shall indemnify any such person Person seeking indemnification in connection with a Proceeding initiated by such person Person only if (i) such Proceeding was authorized by the Board, (ii) such indemnification is expressly required to be made by law, or (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the DGCL or any other applicable lawManager. The right to indemnification conferred in this Article V shall be a contract right andSection 5.6(a), subject to Sections 2 5.6(b) and 5 of this Article V(d), shall include the right to be paid by the Corporation Company the Expenses expenses incurred in defending any such Proceeding in advance of its final disposition. The Corporation Company may, by action of its Boardthe Manager, provide indemnification to employees and agents of the Corporation Company with the same scope and effect as the foregoing indemnification of directors any other such Person contemplated in this Section 5.6(a). Notwithstanding the foregoing or any provision to the contrary contained in this Agreement, the Manager and officersits agents and employees shall have no right to indemnification pursuant to this Section 5.6 for any loss or damage incurred by such Person by reason of the gross negligence, willful misconduct or fraud of such Person or any breach of such Person's fiduciary duty.

Appears in 1 contract

Samples: Limited Liability Company Agreement (GK Investment Property Holdings II LLC)

Nature of Indemnity. Each person who was or is made a party or is threatened to be made a party to or is involved in any manner in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceedingproceeding”), by reason of the fact that he, he (or a person of whom which he is the legal representative, ) is or was a director or officer, officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary, fiduciary or agent of another Corporation corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, fiduciary or agent or in any other capacity while serving as a director, officer, employee, fiduciary or agent, shall be indemnified and held harmless by the Corporation to the fullest extent which it is empowered to do so by the DGCLGeneral Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) against all expenses, court costs, witness fees, fines, amounts paid in settlement or judgmentexpense, liability and loss and any other costs and expenses of any nature or kind incurred in connection with any Proceeding, (including attorneys’ attorney’s fees actually and reasonably incurred by such person in connection with such Proceeding (collectivelyproceeding, “Expenses”judgments, fines and amounts paid in settlement) and such indemnification shall inure to the benefit of his such person’s heirs, executors and administrators; provided, however, that, that except as provided in Section 2 of this Article VNine, the Corporation shall not indemnify any such person seeking indemnification in connection with a Proceeding proceeding initiated by such person only if (i) unless such Proceeding proceeding was authorized by the Board, (ii) such indemnification is expressly required to be made by law, or (iii) such indemnification is provided by Board of Directors of the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the DGCL or any other applicable law. The right to indemnification conferred in this Article V shall be a contract right and, subject to Sections 2 and 5 of this Article V, shall include the right to be paid by the Corporation the Expenses incurred in defending any such Proceeding in advance of its final disposition. The Corporation may, by action of its Boardthe Board of Directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Appears in 1 contract

Samples: Merger Agreement (Windy Creek Developments, Inc.)

Nature of Indemnity. Each person who was or is made a party or is threatened to be made a party to or is involved in any manner in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”"proceeding"), by reason of the fact that he, or a person of whom he is the legal representative, is or was a director or officer, of the Corporation corporation or is or was serving at the request of the Corporation corporation as a director, officer, employee, fiduciary, or agent of another Corporation corporation or of a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the Corporation corporation to the fullest extent which it is empowered to do so unless prohibited from doing so by the DGCLGeneral Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation corporation to provide broader indemnification rights than said law permitted the Corporation corporation to provide prior to such amendment) against all expenses, court costs, witness fees, fines, amounts paid in settlement or judgmentexpense, liability and loss and any other costs and expenses of any nature or kind incurred in connection with any Proceeding, (including attorneys' fees actually and reasonably incurred by such person in connection with such Proceeding (collectively, “Expenses”proceeding) and such indemnification shall inure to the benefit of his heirs, executors and administrators; provided, however, that, except as provided in Section 2 of this Article Vhereof, the Corporation corporation shall indemnify any such person seeking indemnification in connection with a Proceeding proceeding initiated by such person only if (i) such Proceeding proceeding was authorized by the Board, (ii) such indemnification is expressly required to be made by law, or (iii) such indemnification is provided by board of directors of the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the DGCL or any other applicable lawcorporation. The right to indemnification conferred in this Article V shall be a contract right and, subject to Sections 2 and 5 of this Article Vhereof, shall include the right to be paid by the Corporation corporation the Expenses expenses incurred in defending any such Proceeding proceeding in advance of its final disposition. The Corporation corporation may, by action of its Boardboard of directors, provide indemnification to employees and agents of the Corporation corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Compdent Corp)

Nature of Indemnity. Each person Subject to Section 5.1, each Manager or Officer who was or is made a party (or is threatened to be made a party party) to or is involved in any manner in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), Proceeding by reason of the fact that he, or a person Person of whom he is the legal representative, is or was was, or has agreed to be, a director Manager or officer, Officer of the Corporation Company, or is or was serving at the request of the Corporation Company as a director, officermanager, employee, trustee, fiduciary, or agent of, or in any other capacity with another Person, including without limitation any Affiliate of another Corporation or of a partnership, joint venture, trust or other enterprisethe Company, shall be indemnified and held harmless by the Corporation to the fullest extent which it is empowered to do Company, unless prohibited from doing so by the DGCL, as the same exists or may hereafter be amended Act (but, in the case of any such amendmentamendment of the Act, only to the extent that such amendment permits the Corporation Company to provide broader indemnification rights than said law the Act permitted the Corporation Company to provide prior to such amendment) from and against all expenses, court costs, witness fees, fines, amounts paid in settlement or judgmentexpense, liability and loss and any other costs and expenses of any nature or kind incurred in connection with any Proceeding, (including attorneys’ fees actually and reasonably incurred by such person Manager or Officer in connection with such Proceeding (collectively, “Expenses”Proceeding) and such indemnification shall inure to the benefit of his heirs, executors legatees, devisees, executors, administrators, trustees, personal representatives, successors and administratorsassigns; provided, provided however, that, except as provided in Section 2 of this Article V5.10(b), the Corporation Company shall indemnify any such person Manager or Officer seeking indemnification in connection with a Proceeding initiated by such person Manager or Officer only if (i) such Proceeding was authorized by the Board, (ii) such indemnification is expressly required to be made by law, or (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the DGCL or any other applicable law. The right to indemnification conferred in this Article V shall be a contract right andSection 5.10(a), subject to Sections 2 5.10(b) and 5 of this Article V(e), shall include the right to be paid by the Corporation Company the Expenses expenses incurred in defending any such Proceeding in advance of its final disposition. The Corporation Company may, by action of its Board, provide indemnification to employees and agents of the Corporation Company with the same scope and effect as the foregoing indemnification of directors Managers and officersOfficers. Notwithstanding the foregoing or any provision to the contrary contained in this Agreement except Section 5.13 hereof, a Manager or Officer shall have no right to indemnification pursuant to this Section 5.10 for any loss or damage incurred by such Manager or Officer by reason of the gross negligence, willful misconduct or fraud of such Manager or Officer or any breach of his fiduciary duty.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Allegiancy, LLC)