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 1775 contracts
Samples: Director Indemnification Agreement (IGTA Merger Sub LTD), Indemnity Agreement (Range Capital Acquisition Corp.), Indemnification Agreement (Mountain Lake 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 liabilitiesindemnified;
Appears in 1401 contracts
Samples: Indemnification Agreement (ServiceTitan, Inc.), Indemnification Agreement (Primo Brands Corp), Indemnification Agreement (Clean Energy Fuels 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 liabilities;
Appears in 222 contracts
Samples: Indemnification Agreement (GSR III Acquisition Corp.), Indemnification Agreement (GSR III Acquisition Corp.), Indemnification Agreement (GSR III 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 liabilities;.
Appears in 196 contracts
Samples: Indemnity Agreement (Six Flags Entertainment Corporation/New), Indemnity Agreement (Quetta Acquisition Corp), Indemnification Agreement (Quetta 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 liabilities;indemnified.
Appears in 182 contracts
Samples: Indemnification Agreement (Helport AI LTD), Indemnification Agreement (YXT.COM GROUP HOLDING LTD), Indemnification Agreement (Ardent Health Partners, LLC)
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; and
Appears in 131 contracts
Samples: Indemnification Agreement (Lam Research Corp), Employment Agreement (United Rentals North America Inc), Employment 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 98 contracts
Samples: Indemnification Agreement (MeridianLink, Inc.), Indemnification Agreement (Concentra Group Holdings Parent, Inc.), Indemnification Agreement (Cerence 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 85 contracts
Samples: Indemnification & Liability (AIRO Group, Inc.), Director Indemnification Agreement (Q32 Bio Inc.), Indemnification Agreement (Triller 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 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 78 contracts
Samples: Indemnification Agreement (Elong Power Holding Ltd.), Indemnification Agreement (Cayson Acquisition Corp), Indemnification Agreement (Calisa Acquisition Corp)
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: Indemnification Agreement (Andretti Acquisition Corp.), Indemnity Agreement (Andretti Acquisition Corp.), Indemnification 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 64 contracts
Samples: Indemnification Agreement (Bleichroeder Acquisition Corp. I), Indemnification Agreement (K&f Growth Acquisition Corp. Ii), Indemnification Agreement (Aldel Financial II 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 49 contracts
Samples: Indemnification Agreement (Horizon Space Acquisition II Corp.), Indemnification Agreement (Charlton Aria Acquisition Corp), Indemnification Agreement (ScanTech AI Systems 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 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 46 contracts
Samples: Indemnification Agreement (JFB Construction Holdings), Indemnification Agreement (Viper Energy, Inc.), Financial Advisory Services Agreement (Vocodia 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 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: Indemnification Agreement (Eucrates Biomedical Acquisition Corp.), Indemnification Agreement (Eucrates Biomedical Acquisition Corp.), Indemnification 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: 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 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 39 contracts
Samples: Indemnification Agreement (Healthy Choice Wellness Corp.), Indemnification Agreement (Exactus, Inc.), Employment 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 24 contracts
Samples: Indemnification Agreement (Newbury Street II Acquisition Corp), Indemnification Agreement (Newbury Street II Acquisition Corp), Indemnification Agreement (Churchill Capital Corp IX/Cayman)
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 20 contracts
Samples: Indemnification Agreement (Global Technology Acquisition Corp. I), Indemnity Agreement (Energy Cloud I Acquisition Corp), Indemnity Agreement (Energy Cloud I 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 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 20 contracts
Samples: Indemnification Agreement (Fate Therapeutics Inc), Indemnification Agreement (Carmell Corp), Indemnification Agreement (Aytu Biopharma, 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 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 20 contracts
Samples: Indemnification Agreement (Job Aire Group Inc.), Indemnification Agreement (Job Aire Group Inc.), Indemnification Agreement (Job Aire Group 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, 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 19 contracts
Samples: Indemnification & Liability (Perimeter Solutions, SA), Indemnification Agreement (Fly-E Group, Inc.), Indemnification Agreement (Semper Paratus Acquisition Corp)
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: Separation Agreement (Medivation, Inc.), Transition and Separation 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, 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 16 contracts
Samples: Indemnity Agreement (Black Spade Acquisition II Co), Indemnity Agreement (Black Spade Acquisition II Co), Indemnity Agreement (Black Spade Acquisition II Co)
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: Indemnification Agreement (Brown & Sharpe Manufacturing Co /De/), Indemnification Agreement (Brown & Sharpe Manufacturing Co /De/), Indemnification Agreement (BNS Co)
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, 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: 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, 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: Indemnification Agreement (Graphex Group LTD), Indemnification Agreement (Clearday, Inc.), Indemnification Agreement (HappyNest REIT, 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 liabilities;
Appears in 12 contracts
Samples: Indemnity Agreement (Tengasco Inc), Indemnification Agreement (HighPeak Energy, Inc.), Indemnification Agreement (HighPeak Energy, 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 12 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 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, 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 11 contracts
Samples: Indemnification Agreement (Global Technologies LTD), Indemnification Agreement (Eightco Holdings Inc.), Indemnification Agreement (Global Technologies 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, 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 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: Employment Agreement (Thermo Fisher Scientific Inc.), Indemnification Agreement (Closure Medical Corp), Indemnification Agreement (Orthovita 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: Indemnification Agreement (Shimmick Corp), Indemnification Agreement (Sharecare, Inc.), Indemnification Agreement (EVO Payments, 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: 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 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 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: Indemnification Agreement (BlueLinx Holdings Inc.), Indemnification Agreement (Clean Wind Energy Tower, Inc.), 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.), Indemnification Agreement (Fifth Wall Acquisition Corp. II)
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, 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: 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 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 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.), Reorganization Agreement (Cobalt International Energy, Inc.), Director Indemnification Agreement (First Data Corp)
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 (Comtech Telecommunications 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 and the Second Amended and Restated Memorandum 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 8 contracts
Samples: Indemnification Agreement (Chenghe Acquisition II Co.), Indemnity Agreement (Chenghe Acquisition II Co.), Indemnity Agreement (Chenghe Acquisition II Co.)
WHEREAS. it is reasonable, prudent and necessary in the best interests of the Company and its stockholders for the Company contractually to obligate itself to indemnifyindemnify persons serving as officers, hold harmless, exonerate and to advance expenses on behalf of, such persons directors or employees of the Company to the fullest extent permitted by applicable law so in order 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 8 contracts
Samples: Indemnification Agreement (Atlis Motor Vehicles Inc), Indemnification Agreement (Atlis Motor Vehicles Inc), Indemnification Agreement (Pacific Sports Exchange 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 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.), Director Indemnification Agreement (Vigil Neuroscience, Inc.), Director Indemnification Agreement (Nuvalent, 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 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: Indemnification Agreement (Tuatara Capital Acquisition Corp), Indemnity Agreement (Tuatara Capital Acquisition Corp), Indemnification 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 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, 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 (Baker Hughes 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 liabilitiesCompany;
Appears in 6 contracts
Samples: Indemnification Agreement (Cartesian Growth Corp II), Indemnification Agreement (Cartesian Growth Corp II), Indemnification Agreement (Crypto 1 Acquisition Corp)
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), Indemnification Agreement (PHH Corp), Indemnification Agreement (PHH 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 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 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: Employment Agreement (EyePoint Pharmaceuticals, Inc.), Indemnification Agreement (Bioverativ Inc.), Employment Agreement (pSivida 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 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: Indemnification 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 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: Indemnification Agreement (PROG Holdings, Inc.), Indemnification Agreement (Aaron's Company, Inc.), Indemnification Agreement (Aaron's SpinCo, 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 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 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: Indemnification Agreement (Biogen Idec Inc.), Indemnification & Liability (FiberTower CORP), Indemnification Agreement (Combinatorx, 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 5 contracts
Samples: Indemnification Agreement (Altice USA, Inc.), Indemnification Agreement (POINT Biopharma Global Inc.), Indemnification Agreement (Orthopediatrics 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, 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: Indemnification Agreement (Aavid Thermal Technologies Inc), Indemnification Agreement (Aavid Thermal Technologies Inc), Indemnification & Liability (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 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 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 liabilitiesadequately indemnified;
Appears in 5 contracts
Samples: Indemnification & Liability (Archimedes Tech SPAC Partners II Co.), Indemnification Agreement (Drugs Made in America Acquisition Corp.), Indemnification Agreement (DT Cloud Star 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 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: Indemnification Agreement (Blade Air Mobility, Inc.), Indemnification Agreement (Alternus Clean Energy, Inc.), Indemnification Agreement (ChargePoint Holdings, 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 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, 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: Director Indemnification Agreement (Dynamics Special Purpose Corp.), Director Indemnification Agreement (Absci Corp), Director Indemnification Agreement (Graphite 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 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 (American Commercial Lines 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: Indemnification Agreement (Lakeland Industries Inc), Indemnification Agreement (Paychex Inc), Indemnification 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 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 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, 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: Indemnification Agreement (Genpact LTD), Indemnification Agreement (Genpact LTD), Indemnification 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 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.), Director Indemnification Agreement (PepGen Inc.), Indemnification Agreement (Braeburn Pharmaceuticals, 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 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, 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: Indemnification Agreement (BJ's Wholesale Club Holdings, Inc.), Indemnification Agreement (BJ's Wholesale Club Holdings, Inc.), Indemnification Agreement (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 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: Indemnification Agreement (BioAmber Inc.), Indemnification Agreement (Omthera Pharmaceuticals, Inc.), Indemnification Agreement (ArborGen 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 liabilities;indemnified; and
Appears in 4 contracts
Samples: Director Indemnification Agreement (Dynamics Special Purpose Corp.), Director Indemnification Agreement (Absci Corp), Director Indemnification Agreement (Graphite Bio, 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 (Isotis Inc), Indemnification Agreement (Peplin Inc), Indemnification Agreement (K12 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 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.), Indemnification Agreement (CNS Response, Inc.), Indemnification Agreement (NeoStem, 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: Indemnification 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 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: Indemnification Agreement (Prospect Medical Holdings Inc), Executive Employment Agreement (Topper Alexa), 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, 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 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, 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 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: Indemnity Agreement (Murphy Canyon Acquisition Corp.), Indemnification Agreement (Alset Capital Acquisition Corp.), Indemnification Agreement (Parsec Capital Acquisitions 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 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 Agreement (Cameron International Corp), Indemnification Agreement (Cameron International Corp), Indemnification 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, 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 3 contracts
Samples: Indemnification Agreement (Larimar Therapeutics, Inc.), Indemnification Agreement (SPS Commerce Inc), Indemnification Agreement (SPS Commerce 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 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 (Septerna, Inc.), Indemnification Agreement (Upstream Bio, Inc.), Indemnification Agreement (Rapport 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 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, 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 (CSX Corp), Indemnification Agreement (Venture Lending & Leasing Iv 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 for or on behalf of the Company free from undue concern that they will not be so protected against liabilitiesindemnified;
Appears in 3 contracts
Samples: Indemnification Agreement (Schiff Nutrition International, Inc.), Indemnification Agreement (Schiff Nutrition International, Inc.), Indemnification Agreement (Weider Nutrition International 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, 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.), 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 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 Agreement (AquaBounty Technologies, Inc.), Indemnification Agreement (AquaBounty Technologies, Inc.), Indemnification & Liability (Custom Truck One Source, 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 to] serve the Company free from undue concern that they will not be so protected against liabilitiesindemnified;
Appears in 3 contracts
Samples: Indemnification Agreement (Septerna, Inc.), Indemnification Agreement (Upstream Bio, Inc.), Indemnification Agreement (Rapport Therapeutics, 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 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)
