Common use of Standard of Conduct Clause in Contracts

Standard of Conduct. To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be made as follows:

Appears in 60 contracts

Samples: Indemnification Agreement (Spirits Capital Corp), Indemnification Agreement (Mega Matrix Corp.), Indemnification Agreement (Reed's, Inc.)

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Standard of Conduct. To the extent that the provisions of Section 9(a8(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be made as follows:

Appears in 22 contracts

Samples: Form of Indemnification Agreement (Calumet, Inc. /DE), Indemnification Agreement (Tellurian Inc. /De/), Indemnification Agreement (Tellurian Inc. /De/)

Standard of Conduct. To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company (a "Standard of Conduct Determination") shall be made as follows:

Appears in 10 contracts

Samples: Indemnification Agreement (Edible Garden AG Inc), Indemnification Agreement (Monogram Orthopaedics Inc), Indemnification Agreement (Command Center, Inc.)

Standard of Conduct. To the extent that the provisions of Section 9(a10(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be made as follows:

Appears in 5 contracts

Samples: Indemnification Agreement (Spectrum Pharmaceuticals Inc), Indemnification Agreement (Appfolio Inc), Indemnification Agreement (Biolife Solutions Inc)

Standard of Conduct. To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event Claim that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition precedent to indemnification of Indemnitee hereunder against Indemnifiable Losses relating to to, arising out of or resulting from such Indemnifiable Claim and any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be made as follows:

Appears in 4 contracts

Samples: Director and Officer Indemnification Agreement (Crestwood Midstream Partners LP), Director and Officer Indemnification Agreement (Crestwood Equity Partners LP), Director and Officer Indemnification Agreement (Crestwood Equity Partners LP)

Standard of Conduct. To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination (1) of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination (2) that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be made as follows:

Appears in 2 contracts

Samples: Indemnification Agreement (Longeveron LLC), Indemnification Agreement (Dicks Sporting Goods Inc)

Standard of Conduct. To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether the Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of the Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be made as follows:

Appears in 2 contracts

Samples: Form of Indemnification Agreement (MedAmerica Properties Inc.), Agreement and Plan of Merger (Truli Technologies, Inc.)

Standard of Conduct. To the extent that the provisions of Section 9(a8.(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be made as follows:

Appears in 2 contracts

Samples: Indemnification Agreement (Tellurian Inc. /De/), Indemnification Agreement (Tellurian Inc. /De/)

Standard of Conduct. To the extent that the provisions of Section 9(a9 (a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company (a "Standard of Conduct Determination") shall be made as follows:

Appears in 2 contracts

Samples: Indemnification Agreement (Alopexx, Inc.), Indemnification Agreement (Command Center, Inc.)

Standard of Conduct. To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware applicable law and this Agreement that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be made as follows:

Appears in 2 contracts

Samples: Form of Indemnification Agreement (GLOBALFOUNDRIES Inc.), Form of Indemnification Agreement (GLOBALFOUNDRIES Inc.)

Standard of Conduct. To the extent that the provisions of Section 9(a) [Mandatory Indemnification; Indemnification as a Witness] are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be made as follows:

Appears in 1 contract

Samples: Form of Indemnification Agreement (Kairos Pharma, LTD.)

Standard of Conduct. To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a an unwaivable, legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be made as follows:

Appears in 1 contract

Samples: Indemnification Agreement (Loar Holdings, LLC)

Standard of Conduct. To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event Claim that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be made as follows:

Appears in 1 contract

Samples: Indemnification Agreement (Arhaus, Inc.)

Standard of Conduct. To the extent that the provisions of Section 9(a10(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to or arising out of or in connection with such Claim and any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be made as follows:

Appears in 1 contract

Samples: Indemnification Agreement (First Foundation Inc.)

Standard of Conduct. To the extent that the provisions of Section 9(aa) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be made as follows:

Appears in 1 contract

Samples: Indemnification Agreement (Ritter Pharmaceuticals Inc)

Standard of Conduct. To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances advanced Expenses must be repaid to the Company (a "Standard of Conduct Determination") shall be made as follows:

Appears in 1 contract

Samples: Indemnification Agreement (Amcon Distributing Co)

Standard of Conduct. To the extent that the provisions of Section 9(a10(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company (a "Standard of Conduct Determination") shall be made as follows:

Appears in 1 contract

Samples: Indemnification Agreement (Intest Corp)

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Standard of Conduct. To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be made as follows:

Appears in 1 contract

Samples: Indemnification Agreement (Polarityte, Inc.)

Standard of Conduct. To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, (x) any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and (y) any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be made as follows:

Appears in 1 contract

Samples: Indemnification Agreement (MeetMe, Inc.)

Standard of Conduct. To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating in connection to such Claim and any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be made as follows:

Appears in 1 contract

Samples: Indemnification Agreement (Spree Acquisition Corp. 1 LTD)

Standard of Conduct. To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware applicable law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be made as follows:

Appears in 1 contract

Samples: Indemnification Agreement (Vanguard Natural Resources, Inc.)

Standard of Conduct. To the extent that the provisions of Section 9(a3.6(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company (a "Standard of Conduct Determination") shall be made as follows:

Appears in 1 contract

Samples: Director and Officer Indemnification Agreement (Guardion Health Sciences, Inc.)

Standard of Conduct. To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be made as follows:

Appears in 1 contract

Samples: Indemnification Agreement (Achari Ventures Holdings Corp. I)

Standard of Conduct. To the extent that the provisions of Section 9(a8(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company (a "Standard of Conduct Determination") shall be made as follows:

Appears in 1 contract

Samples: Indemnification Agreement (Rush Street Interactive, Inc.)

Standard of Conduct. To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware Oregon law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be made as follows:

Appears in 1 contract

Samples: Indemnification Agreement (Schnitzer Steel Industries Inc)

Standard of Conduct. To the extent that the provisions of Section 9(a8(a) are inapplicable to a Claim Proceeding related to an Indemnifiable Event that shall have has been finally disposed of, any the determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim Proceeding and the determination of whether any determination that Expense Advances Expenses advanced to Indemnitee must be repaid to the Company Corporation (a “Standard of Conduct Determination”) shall will be made as follows:

Appears in 1 contract

Samples: Indemnification Agreement (NTN Buzztime Inc)

Standard of Conduct. To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware New Jersey law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company (a "Standard of Conduct Determination") shall be made as follows:

Appears in 1 contract

Samples: Indemnification Agreement (Nl Industries Inc)

Standard of Conduct. To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company (a "Standard of Conduct Determination") shall be made as follows:

Appears in 1 contract

Samples: Indemnification Agreement (VASO Corp)

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