WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;
Appears in 1742 contracts
Samples: Indemnity Agreement (Perceptive Capital Solutions Corp), Form of Indemnity Agreement (180 Life Sciences Corp.), Indemnity Agreement (Benson Hill, Inc.)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;
Appears in 1369 contracts
Samples: Indemnification Agreement (ARCA Biopharma, Inc.), Indemnification Agreement (Oklo Inc.), Indemnification Agreement (Akoustis Technologies, Inc.)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law and the Articles so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;
Appears in 212 contracts
Samples: Form of Indemnity Agreement (OpSec Holdings), Indemnity Agreement (Marti Technologies, Inc.), Indemnity Agreement (Social Capital Suvretta Holdings Corp. I)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;.
Appears in 195 contracts
Samples: Indemnity Agreement (Quetta Acquisition Corp), Form of Indemnity Agreement (Quetta Acquisition Corp), Form of Indemnity Agreement (Oak Woods Acquisition Corp)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, indemnify such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and
Appears in 179 contracts
Samples: Indemnification Agreement (Vado Corp.), Indemnification Agreement (Vado Corp.), Employment Agreement (Enviro Technologies U.S., Inc.)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified.
Appears in 178 contracts
Samples: Director Retainer Agreement (King Resources, Inc.), Form of Indemnification Agreement (XCHG LTD), Indemnification Agreement (Athena Bitcoin Global)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and
Appears in 131 contracts
Samples: Indemnification Agreement (Lam Research Corp), Indemnification Agreement (United Rentals North America Inc), Indemnification Agreement (United Rentals North America Inc)
WHEREAS. it is reasonable, reasonable and prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law law, regardless of any amendment or revocation of the Charter or the Bylaws, so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and
Appears in 96 contracts
Samples: Indemnification Agreement (Cerence Inc.), Form of Officer Indemnification Agreement (Q32 Bio Inc.), Form of Officer Indemnification Agreement (Frequency Therapeutics, Inc.)
WHEREAS. it is reasonable, reasonable and prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law law, regardless of any amendment or revocation of the Charter or the Bylaws, so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;
Appears in 84 contracts
Samples: Form of Director Indemnification Agreement (Q32 Bio Inc.), Indemnification Agreement (Triller Corp.), Indemnification Agreement (High Roller Technologies, Inc.)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself contractually to indemnify, hold harmless, exonerate and to advance expenses on behalf of, indemnify such persons to the fullest extent permitted by applicable law so that they such persons will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;adequately indemnified; and
Appears in 74 contracts
Samples: Indemnification Agreement (RF Acquisition Corp II), Indemnification Agreement (RF Acquisition Corp II), Indemnification Agreement (Legato Merger Corp. III)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance and reimburse expenses on behalf of, of such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;
Appears in 69 contracts
Samples: Indemnity Agreement (Andretti Acquisition Corp.), Indemnity Agreement (Andretti Acquisition Corp.), Indemnity Agreement (Andretti Acquisition Corp.)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;
Appears in 45 contracts
Samples: Form of Indemnity Agreement (TechyBird Acquisition Corp.), Form of Indemnity Agreement (Colombier Acquisition Corp. Ii), Form of Indemnity Agreement (Haymaker Acquisition Corp. 4)
WHEREAS. it is reasonable, prudent and necessary for the Company to contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;
Appears in 45 contracts
Samples: Indemnification Agreement (Viper Energy, Inc.), Indemnification Agreement (Vocodia Holdings Corp), Indemnification Agreement (Sequoia Vaccines, Inc.)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;; and
Appears in 42 contracts
Samples: Indemnity Agreement (Eucrates Biomedical Acquisition Corp.), Indemnity Agreement (Eucrates Biomedical Acquisition Corp.), Indemnity Agreement (Eucrates Biomedical Acquisition Corp.)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law and the Articles so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;
Appears in 41 contracts
Samples: Indemnification Agreement (Prospect Energy Holdings Corp.), Indemnification Agreement (Chain Bridge I), Indemnification Agreement (Powered Brands)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, indemnify such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and
Appears in 40 contracts
Samples: Form of Indemnification Agreement (Ani Pharmaceuticals Inc), Executive Employment Agreement (Ani Pharmaceuticals Inc), Executive Employment Agreement (Ani Pharmaceuticals Inc)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself contractually to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they such persons will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;adequately indemnified; and
Appears in 39 contracts
Samples: Indemnification Agreement (DT Cloud Acquisition Corp), Indemnification Agreement (DT Cloud Acquisition Corp), Indemnification Agreement (Aimei Health Technology Co., Ltd.)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, indemnify such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;
Appears in 38 contracts
Samples: Indemnification Agreement (Exactus, Inc.), Employment Agreement (Aspen Group, Inc.), Indemnification Agreement (Aspen Group, Inc.)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses Expenses (as defined below) on behalf of, of such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;
Appears in 22 contracts
Samples: Indemnification Agreement (Churchill Capital Corp IX/Cayman), Indemnification Agreement (Agriculture & Natural Solutions Acquisition Corp), Form of Indemnification Agreement (Nabors Energy Transition Corp. II)
WHEREAS. it is reasonable, reasonable and prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law law, regardless of any amendment or revocation of the Charter or the Bylaws, so that they will [serve or continue to serve serve] the Company free from undue concern that they will not be so protected against liabilitiesindemnified;
Appears in 19 contracts
Samples: Indemnification Agreement (Carmell Corp), Indemnification Agreement (Aytu Biopharma, Inc), Form of Indemnification Agreement (Ivanhoe Electric Inc.)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law and the Articles so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;
Appears in 19 contracts
Samples: Indemnity Agreement (Energy Cloud I Acquisition Corp), Indemnity Agreement (Energy Cloud I Acquisition Corp), Indemnity Agreement (Fat Projects Acquisition Corp)
WHEREAS. it is reasonable, prudent prudent, and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;
Appears in 17 contracts
Samples: Indemnification Agreement (Semper Paratus Acquisition Corp), Indemnification and Advancement Agreement (Kyverna Therapeutics, Inc.), Indemnification Agreement (Midwest Holding Inc.)
WHEREAS. it therefore is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses defense costs on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and
Appears in 16 contracts
Samples: Indemnification Agreement (Medivation, Inc.), Indemnification Agreement (Medivation, Inc.), Indemnification Agreement (Medivation, Inc.)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, indemnify such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and,
Appears in 15 contracts
Samples: Indemnity Agreement (Brown & Sharpe Manufacturing Co /De/), Indemnity Agreement (Brown & Sharpe Manufacturing Co /De/), Indemnity Agreement (Brown & Sharpe Manufacturing Co /De/)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law Applicable Law (as defined below) so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;
Appears in 15 contracts
Samples: Indemnification Agreement (Justworks, Inc.), Indemnification Agreement (Justworks, Inc.), Indemnification Agreement (Vivid Seats Inc.)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law law, regardless of any amendment or revocation of the Charter or the Bylaws, so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;
Appears in 14 contracts
Samples: Form of Director Indemnification Agreement (Rocket Pharmaceuticals, Inc.), Director Indemnification Agreement (Deciphera Pharmaceuticals, Inc.), Director Indemnification Agreement (Jounce Therapeutics, Inc.)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, indemnify such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified.
Appears in 14 contracts
Samples: Executive Employment Agreement (Essendant Inc), Executive Employment Agreement (Essendant Inc), Executive Employment Agreement (Essendant Inc)
WHEREAS. it is reasonable, reasonable and prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law law, regardless of any amendment or revocation of the Charter or the Bylaws, so that they will [serve or continue to serve serve] the Company free from undue concern that they will not be so protected against liabilities;indemnified; and
Appears in 13 contracts
Samples: Indemnification Agreement (Astera Labs, Inc.), Indemnification Agreement (Klaviyo, Inc.), Indemnification Agreement (Enfusion, Inc.)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;
Appears in 13 contracts
Samples: Form of Indemnification Agreement (Graphex Group LTD), Indemnification Agreement (Clearday, Inc.), Indemnification Agreement (HappyNest REIT, Inc.)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;
Appears in 12 contracts
Samples: Indemnity Agreement (Tengasco Inc), Indemnity Agreement (HighPeak Energy, Inc.), Indemnity Agreement (HighPeak Energy, Inc.)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself contractually to indemnify, hold harmless, exonerate and to advance expenses on behalf of, indemnify such persons to the fullest extent permitted by applicable law and to provide an express process and procedure for seeking indemnification so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;concern.
Appears in 12 contracts
Samples: Indemnification Agreement (Oasis Petroleum Inc.), Indemnification Agreement (Oasis Petroleum Inc.), Indemnification Agreement (Oasis Petroleum Inc.)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons its directors and executive officers to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and
Appears in 11 contracts
Samples: Indemnification Agreement (Dominos Pizza Inc), Indemnification Agreement (Concert Pharmaceuticals, Inc.), Indemnification Agreement (Entegris Inc)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance pay expenses on behalf of, such persons directors to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;
Appears in 10 contracts
Samples: Indemnification Agreement (Pzena Investment Management, Inc.), Indemnification Agreement (Pzena Investment Management, Inc.), Indemnification Agreement (Pzena Investment Management, Inc.)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, indemnify such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;
Appears in 10 contracts
Samples: Form of Indemnification Agreement (Shimmick Corp), Form of Indemnification Agreement (Sharecare, Inc.), Indemnification Agreement (EVO Payments, Inc.)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself contractually to indemnify, hold harmless, exonerate and to advance expenses on behalf of, indemnify such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;
Appears in 10 contracts
Samples: Indemnification Agreement (Closure Medical Corp), Indemnification Agreement (Orthovita Inc), Employment Agreement (Thermo Fisher Scientific Inc.)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons indemnify certain of its Authorized Representatives (as defined below) of the Company to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company as such free from undue concern that they will not be so protected against liabilitiesadequately protected;
Appears in 10 contracts
Samples: Form of Indemnification Agreement (Independence Contract Drilling, Inc.), Indemnification Agreement (Basic Energy Services Inc), Indemnification Agreement (Independence Contract Drilling, Inc.)
WHEREAS. it is reasonable, prudent and necessary appropriate for the Company contractually to obligate itself to indemnify, hold harmless, exonerate indemnify and to advance expenses on behalf of, such persons of directors and officers to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and
Appears in 9 contracts
Samples: Indemnification Agreement (Affiliate Investment, Inc.), Indemnification Agreement (Liberty Global, Inc.), Indemnification Agreement (Liberty Global, Inc.)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, indemnify such persons to the fullest extent permitted by applicable law as set forth herein so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and
Appears in 9 contracts
Samples: Indemnification Agreement (Global Technologies LTD), Indemnification Agreement (Welsbach Technology Metals Acquisition Corp.), Indemnification Agreement (Cryptyde, Inc.)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate indemnify its directors and to advance expenses on behalf of, such persons certain of its officers to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and
Appears in 9 contracts
Samples: Director and Officer Indemnification Agreement (BlueLinx Holdings Inc.), Director and Officer Indemnification Agreement (Clean Wind Energy Tower, Inc.), Director and Officer Indemnification Agreement (Telkonet Inc)
WHEREAS. it is reasonable, reasonable and prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law law, regardless of any amendment or revocation of the Charter or the Bylaws, so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and
Appears in 9 contracts
Samples: Indemnification Agreement (Alvarium Tiedemann Holdings, Inc.), Indemnification Agreement (Forge Global Holdings, Inc.), Form of Indemnification Agreement (Fifth Wall Acquisition Corp. II)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself contractually to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and
Appears in 9 contracts
Samples: Indemnification Agreement (Dgse Companies Inc), Indemnification Agreement (Tilly's, Inc.), Indemnification Agreement (SeaSpine Holdings Corp)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law and the Charter so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;
Appears in 9 contracts
Samples: Indemnity Agreement (EG Acquisition Corp.), Indemnity Agreement (EG Acquisition Corp.), Indemnity Agreement (EG Acquisition Corp.)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law law, regardless of any amendment or revocation of the Charter or Bylaws, so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and
Appears in 9 contracts
Samples: Form of Indemnification Agreement (Software Acquisition Group Inc.), Director Indemnification Agreement, Indemnification Agreement (Omega Flex, Inc.)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to hold harmless and indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;
Appears in 8 contracts
Samples: Indemnification and Advancement Agreement (Virgin Orbit Holdings, Inc.), Indemnification and Advancement Agreement (Bird Global, Inc.), Indemnification and Advancement Agreement (Matterport, Inc./De)
WHEREAS. it is reasonable, prudent and necessary for the Company to contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified.
Appears in 8 contracts
Samples: Indemnification Agreement (Maidenform Brands, Inc.), Indemnification Agreement (Ann Inc.), Indemnification Agreement (Maidenform Brands, Inc.)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;adequately protected.
Appears in 8 contracts
Samples: Indemnification Agreement (Kosmos Energy Ltd.), Severance Agreement (Cobalt International Energy, Inc.), Director Indemnification Agreement (First Data Corp)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons as a primary indemnitor to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;
Appears in 7 contracts
Samples: Indemnity Agreement (Tuatara Capital Acquisition Corp), Indemnity Agreement (Tuatara Capital Acquisition Corp), Form of Indemnity Agreement (Tuatara Capital Acquisition Corp)
WHEREAS. it is reasonable, reasonable and prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law law, regardless of any amendment or revocation of the Bylaws, so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;
Appears in 7 contracts
Samples: Indemnification Agreement (Allurion Technologies Holdings, Inc.), Indemnification Agreement (Vigil Neuroscience, Inc.), Form of Director Indemnification Agreement (Nuvalent, Inc.)
WHEREAS. it is reasonable, reasonable and prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law law, regardless of any amendment or revocation of the Charter or the Bylaws, so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; [and]
Appears in 7 contracts
Samples: Indemnification Agreement (Twilio Inc), Indemnification Agreement (Qualtrics International Inc.), Indemnification Agreement (Twilio Inc)
WHEREAS. it is reasonable, prudent and necessary for the Company to contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons individuals to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;
Appears in 6 contracts
Samples: Indemnification Agreement (PHH Corp), Form of Indemnification Agreement (PHH Corp), Indemnification Agreement (PHH Corp)
WHEREAS. it is reasonable, reasonable and prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law law, regardless of any amendment or revocation of the Charter or the By-laws, so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;
Appears in 6 contracts
Samples: Director Services Agreement (Cano Health, Inc.), Director Services Agreement (Cano Health, Inc.), Director Indemnification Agreement (Prime Medicine, Inc.)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate indemnify and to advance the expenses on behalf of, of such persons to the fullest extent permitted by applicable law and to guarantee such persons would realize the benefit of any subsequent changes in applicable law relating to indemnification or advancement of expenses so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified, thereby ensuring that the decisions of such persons for or on behalf of the Company will be independent, objective and in the best interests of the Company’s shareholders;
Appears in 6 contracts
Samples: Form of Indemnification Agreement (PROG Holdings, Inc.), Form of Indemnification Agreement (Aaron's Company, Inc.), Form of Indemnification Agreement (Aaron's SpinCo, Inc.)
WHEREAS. it is reasonable, prudent and necessary for the Company to contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, indemnify such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and
Appears in 6 contracts
Samples: Indemnification Agreement (HighPoint Resources Corp), Indemnification Agreement (GeoMet, Inc.), Indemnification Agreement (Rosetta Resources Inc.)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law law, regardless of any amendment or revocation of the Certificate of Incorporation (as the same may be amended, restated or otherwise modified from time to time, the “Charter”) or the Bylaws, so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;
Appears in 6 contracts
Samples: Indemnification Agreement (Chiasma, Inc), Indemnification Agreement (Control4 Corp), Indemnification Agreement (Bluebird Bio, Inc.)
WHEREAS. it is reasonable, prudent prudent, and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate exonerate, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law and the Charter so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;
Appears in 6 contracts
Samples: Indemnity Agreement (AERWINS Technologies Inc.), Indemnity Agreement (Broad Capital Acquisition Corp), Indemnity Agreement (Canna-Global Acquisition Corp)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesCompany;
Appears in 6 contracts
Samples: Form of Indemnity Agreement (Cartesian Growth Corp II), Form of Indemnity Agreement (Cartesian Growth Corp II), Indemnity Agreement (Crypto 1 Acquisition Corp)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself contractually to indemnify, hold harmless, exonerate and to advance expenses on behalf of, indemnify such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesadequately protected;
Appears in 6 contracts
Samples: Indemnification Agreement (Sonomawest Holdings Inc), Indemnification Agreement (Sonomawest Holdings Inc), Indemnification Agreement (Sonomawest Holdings Inc)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons its directors and officers to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and
Appears in 6 contracts
Samples: Indemnification Agreement (EyePoint Pharmaceuticals, Inc.), Indemnification Agreement (Bioverativ Inc.), Indemnification Agreement (pSivida Corp.)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons its directors to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and
Appears in 5 contracts
Samples: Agreement (FiberTower CORP), Indemnification Agreement (Biogen Idec Inc.), Indemnification Agreement (Combinatorx, Inc)
WHEREAS. it is reasonable, prudent prudent, and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, indemnify such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company company free from undue concern that they will not be so protected against liabilities;indemnified; and
Appears in 5 contracts
Samples: Agreement (Aavid Thermal Technologies Inc), Agreement (Aavid Thermal Technologies Inc), Agreement (Aavid Thermal Technologies Inc)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses Expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;
Appears in 5 contracts
Samples: Form of Indemnification Agreement (Blade Air Mobility, Inc.), Form of Indemnification Agreement (Alternus Clean Energy, Inc.), Indemnification Agreement (ChargePoint Holdings, Inc.)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;liabilities;
Appears in 5 contracts
Samples: Indemnity Agreement (Unifund Financial Technologies, Inc.), Indemnity Agreement (VMG Consumer Acquisition Corp.), Indemnity Agreement (VMG Consumer Acquisition Corp.)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, qualified individuals such persons as Indemnitee to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;
Appears in 5 contracts
Samples: Indemnification Agreement (Arcturus Therapeutics Holdings Inc.), Indemnification Agreement (Immunic, Inc.), Indemnification Agreement (Akebia Therapeutics, Inc.)
WHEREAS. it therefore is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses defense costs on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;
Appears in 4 contracts
Samples: Indemnification Agreement (Peplin Inc), Indemnification Agreement (K12 Inc), Indemnification Agreement (Isotis Inc)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and
Appears in 4 contracts
Samples: Indemnification Agreement (Agile Therapeutics Inc), Indemnification Agreement (Camp Nine, Inc.), Indemnification Agreement (Agile Therapeutics Inc)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons directors to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and
Appears in 4 contracts
Samples: Indemnification Agreement (Investview, Inc.), Indemnification Agreement (Baudax Bio, Inc.), Indemnification Agreement (TELA Bio, Inc.)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law law, regardless of any amendment or revocation of the Company’s Certificate of Incorporation (the “Charter”) or Bylaws, so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and
Appears in 4 contracts
Samples: Form of Indemnification Agreement (BioAmber Inc.), Indemnification Agreement (Omthera Pharmaceuticals, Inc.), Form of Indemnification Agreement (ArborGen Inc.)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnifyindemnity, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified.
Appears in 4 contracts
Samples: Indemnity Agreement (Lakeland Industries Inc), Form of Indemnity Agreement (Paychex Inc), Indemnity Agreement (Paychex Inc)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such indemnify persons serving it in a Corporate Status to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company in such status free from undue concern that they will not be so protected against liabilitiesindemnified;
Appears in 4 contracts
Samples: Indemnification Agreement (Horizon Global Corp), Indemnification Agreement (Trimas Corp), Indemnification Agreement (Cooper Cameron Corp)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses Expenses (as defined below) on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;.
Appears in 4 contracts
Samples: Indemnification Agreement (Black Mountain Acquisition Corp.), Indemnification Agreement (Black Mountain Acquisition Corp.), Indemnification Agreement (Spartan Acquisition Corp. III)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons at an increased risk to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;
Appears in 4 contracts
Samples: Indemnification Agreement (MYnd Analytics, Inc.), Form of Indemnification Agreement (CNS Response, Inc.), Indemnification Agreement (NeoStem, Inc.)
WHEREAS. it is reasonable, prudent prudent, necessary and necessary for in the best interests of the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;
Appears in 4 contracts
Samples: Indemnity Agreement (Genpact LTD), Indemnity Agreement (Genpact LTD), Indemnity Agreement (Genpact LTD)
WHEREAS. it is reasonable, reasonable and prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law law, regardless of any amendment or revocation of the Company’s Certificate of Incorporation (as amended and in effect from time to time, the “Charter”) or the Bylaws, so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and
Appears in 4 contracts
Samples: Indemnification Agreement (Dynamics Special Purpose Corp.), Indemnification Agreement (Absci Corp), Indemnification Agreement (Graphite Bio, Inc.)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself contractually to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;
Appears in 4 contracts
Samples: Indemnification Agreement (POINT Biopharma Global Inc.), Indemnification and Advancement Agreement (Orthopediatrics Corp), Indemnification Agreement
WHEREAS. it is reasonable, prudent prudent, and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, indemnify such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and
Appears in 4 contracts
Samples: Indemnification Agreement (TomoTherapy Inc), Indemnification Agreement (TomoTherapy Inc), Indemnification Agreement (TomoTherapy Inc)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to continue to obligate itself contractually to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and
Appears in 4 contracts
Samples: Indemnification Agreement (Gener8 Maritime, Inc.), Indemnification Agreement (Gener8 Maritime, Inc.), Indemnification Agreement (Gener8 Maritime, Inc.)
WHEREAS. it is reasonable, reasonable and prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law law, regardless of any amendment or revocation of the Charter or the Bylaws, so that they will [serve or continue to serve serve] the Company free from undue concern that they will not be so protected against liabilities;indemnified[; and][.]
Appears in 4 contracts
Samples: Indemnification Agreement (Astera Labs, Inc.), Indemnification Agreement (Enfusion, Inc.), Indemnification Agreement (Toast, Inc.)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons serving the Company and/or an Enterprise (as defined below) to the fullest extent permitted by applicable law (as described in Section 7(b) hereof) so that they will serve or continue to serve the Company and/or the Enterprise free from undue concern that they will not be so protected against liabilitiesindemnified;
Appears in 4 contracts
Samples: Executive Employment Agreement (Topper Alexa), Indemnification Agreement (Prospect Medical Holdings Inc), Executive Employment Agreement (Lee Samuel Sang-Bum)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, indemnify such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;Company; and
Appears in 4 contracts
Samples: ’s Wholesale (BJ's Wholesale Club Holdings, Inc.), ’s Wholesale (BJ's Wholesale Club Holdings, Inc.), ’s Wholesale (BJ's Wholesale Club Holdings, Inc.)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons individuals to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will may not be so protected against liabilitiesadequately protected;
Appears in 4 contracts
Samples: Indemnification Agreement (Allied Nevada Gold Corp.), Indemnification Agreement (Teletech Holdings Inc), Indemnification Agreement (Covanta Holding Corp)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and
Appears in 4 contracts
Samples: Indemnification Agreement (CorMedix Inc.), Indemnification Agreement (Iaso Pharma Inc), Indemnification Agreement (CorMedix Inc.)
WHEREAS. it is reasonable, reasonable and prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law law, regardless of any amendment or revocation of the Company’s Certificate of Incorporation (as amended and in effect from time to time, the “Charter”) or the Bylaws, so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;
Appears in 4 contracts
Samples: Indemnification Agreement (Dynamics Special Purpose Corp.), Indemnification Agreement (Absci Corp), Indemnification Agreement (Graphite Bio, Inc.)
WHEREAS. it is reasonable, reasonable and prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law law, regardless of any amendment or revocation of the Charter or the By-laws, so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and
Appears in 4 contracts
Samples: Officer Indemnification Agreement (Prime Medicine, Inc.), Indemnification Agreement (PepGen Inc.), Indemnification Agreement (Braeburn Pharmaceuticals, Inc.)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, indemnify and hold harmless, exonerate harmless and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;.
Appears in 4 contracts
Samples: Indemnity Agreement, Indemnity Agreement (Spansion Inc.), Indemnity Agreement (Spansion Inc.)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance pay expenses on behalf of, such persons of directors to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;
Appears in 3 contracts
Samples: Indemnification Agreement (Storage Technology Corp), Form of Indemnification Agreement (Fisher Scientific International Inc), Form of Indemnification Agreement (Omrix Biopharmaceuticals, Inc.)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such indemnify persons serving it in a Corporate Capacity to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company in such status free from undue concern that they will not be so protected against liabilitiesindemnified;
Appears in 3 contracts
Samples: Indemnification and Waiver Agreement (Cameron International Corp), Indemnification and Waiver Agreement (Cameron International Corp), Indemnification and Waiver Agreement (Cameron International Corp)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, indemnify such persons to the fullest maximum extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;
Appears in 3 contracts
Samples: Indemnification Agreement (Transwitch Corp /De), Indemnification Agreement (Hologic Inc), Form of Indemnification Agreement (Transwitch Corp /De)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified;
Appears in 3 contracts
Samples: Indemnification Agreement (Ecolab Inc.), Indemnification Agreement (ClearSign Technologies Corp), Indemnification and Advancement Agreement (ACE Convergence Acquisition Corp.)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself contractually to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesregarding the abovementioned litigation costs and risks;
Appears in 3 contracts
Samples: Indemnification Agreement (Integra Lifesciences Holdings Corp), Indemnification Agreement (SeaSpine Holdings Corp), Indemnification Agreement (Integra Lifesciences Holdings Corp)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses Expenses on behalf of, of such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;
Appears in 3 contracts
Samples: Indemnification Agreement (Hyliion Holdings Corp.), Indemnification Agreement (Tortoise Acquisition Corp.), Form of Indemnification Agreement (Tortoise Acquisition Corp.)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law and the Certificate of Incorporation so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;
Appears in 3 contracts
Samples: Form of Indemnity Agreement (Alset Capital Acquisition Corp.), Indemnity Agreement (Murphy Canyon Acquisition Corp.), Indemnity Agreement (Parsec Capital Acquisitions Corp.)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself by contract to indemnify, hold harmless, exonerate and to advance expenses on behalf of, indemnify such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and
Appears in 3 contracts
Samples: Indemnification Agreement (Southwest Casino Corp), Indemnification Agreement (Southwest Casino Corp), Indemnification Agreement (Southwest Casino Corp)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law law, as a supplement to and in furtherance of Article VIII of the Certificate of Incorporation of the Company, so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified.
Appears in 3 contracts
Samples: Indemnity Agreement (Visa Inc.), Indemnity Agreement (Visa Inc.), Indemnity Agreement (Visa Inc.)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, indemnify such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and
Appears in 3 contracts
Samples: Support Agreement (Devry Education Group Inc.), Indemnification Agreement (Devry Inc), Indemnification Agreement (Devry Inc)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, indemnify such persons to the fullest extent permitted by applicable law so that they will serve service or continue to serve the Company free from undue concern that they will not be so protected against liabilities;indemnified; and
Appears in 3 contracts
Samples: Indemnification Agreement (At Home Corp), Indemnification Agreement (At Home Corp), Indemnification Agreement (At Home Corp)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified in the future;
Appears in 3 contracts
Samples: Indemnification Agreement (CVRx, Inc.), Indemnification Agreement (Supervalu Inc), Indemnification Agreement (AV Homes, Inc.)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, indemnify such persons to the fullest extent permitted by applicable law so that they he will serve or continue to serve the Company free from undue concern that they he will not be so protected against liabilities;indemnified; and
Appears in 3 contracts
Samples: Indemnification Agreement (National General Holdings Corp.), Indemnification Agreement (Maiden Holdings, Ltd.), Indemnification Agreement (Amtrust Financial Services, Inc.)
WHEREAS. it is reasonable, reasonable and prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law law, regardless of any amendment or revocation of the Charter or the Bylaws, so that they will [serve or continue to serve serve] the Company free from undue concern that they will not be so protected against liabilities;indemnified; [and]
Appears in 3 contracts
Samples: Indemnification Agreement (Klaviyo, Inc.), Indemnification Agreement (Slack Technologies, Inc.), Indemnification Agreement (Slack Technologies, Inc.)
WHEREAS. it is reasonable, reasonable and prudent and necessary for the Company contractually to obligate itself confirm that the Company is obligated to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;protected; and
Appears in 3 contracts
Samples: Indemnification Agreement (Venture Lending & Leasing V, Inc.), Indemnification Agreement (Venture Lending & Leasing Iv Inc), Indemnity Agreement (CSX Corp)
WHEREAS. it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified or receive advancement of expenses;
Appears in 3 contracts
Samples: Indemnification and Advancement Agreement (AquaBounty Technologies, Inc.), Indemnification and Advancement Agreement (AquaBounty Technologies, Inc.), Form Indemnification and Advancement Agreement (Custom Truck One Source, Inc.)
