Covered Agent definition
Examples of Covered Agent in a sentence
The definition of Proceeding shall be considered met if Covered Agent in good faith believes the situation might lead to the institution of a Proceeding.
Any determination concerning Covered Agent’s right to indemnification that is adverse to Covered Agent may be challenged by Covered Agent in the Court of Chancery of the State of Delaware.
The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Company or the Company itself shall not be imputed to Covered Agent for purposes of determining any rights under this Agreement.
After notice from the Company to Covered Agent of its election to assume the defense thereof, the Company will not be liable to Covered Agent under this Agreement for any expenses subsequently incurred by Covered Agent in connection with the defense thereof except for reasonable costs of investigation or otherwise as provided below.
In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Covered Agent, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights.
No determination by the Company (including without limitation by its directors or any independent counsel) that Covered Agent has not satisfied any applicable standard of conduct shall be a defense to any claim by Covered Agent for indemnification or reimbursement or advance payment of Expenses by the Company hereunder or create a presumption that Covered Agent has not met any applicable standard of conduct.
Covered Agent, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting Covered Agent’s claim.
Without limiting the generality or effect of the foregoing, within five business days after any request by Covered Agent, the Company shall, in accordance with such request (but without duplication), (i) pay such Expenses on behalf of Covered Agent, (ii) advance to Covered Agent funds in an amount sufficient to pay such Expenses, or (iii) reimburse Covered Agent for such Expenses.
Covered Agent shall be entitled under this Agreement to indemnification by the Company for a portion of the Expenses that Covered Agent becomes legally obligated to pay in connection with any Proceeding referred to in Section 3 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Company shall indemnify Covered Agent for the portion thereof to which Covered Agent is entitled.
Accordingly, the parties hereto agree that Covered Agent may enforce this Agreement by seeking injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Covered Agent shall not be precluded from seeking or obtaining any other relief to which he may be entitled.