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In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as the same exists or hereafter may be amended or interpreted (but in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the Company to provide broader indemnification rights than were provided prior thereto), promptly upon the receipt of written demand, against any and all Losses. If so requested by Indemnitee, the Company shall advance any and all Expenses to Indemnitee (whether such funds are paid directly on Indemnitee’s behalf, advanced to Indemnitee in an amount sufficient pay such Expenses or reimbursed to Indemnitee after Indemnitee pays such Expenses, an “Expense Advance”). Indemnitee’s right to an Expense Advance is not subject to the satisfaction of any standard of conduct. Without limiting the generality of the foregoing, unless payment in full has actually been made to or on behalf of Indemnitee under any insurance policy or Other Indemnity Provision (as defined in Section 11 below), within ten (10) business days after any request by Indemnitee, the Company shall, in accordance with such request, # pay such Expenses on behalf of Indemnitee, # advance to Indemnitee funds in an amount sufficient to pay such Expenses, or # reimburse Indemnitee for such Expenses. Notwithstanding anything in this Agreement to the contrary (except as set forth in Section 5), prior to a Change in Control, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or the Board of Directors of the Company has consented to the initiation of such claim.

In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, theIndemnification for Additional Expenses. The Company shall indemnify Indemnitee to the fullest extent permitted by law, as the same exists or hereafter may be amended or interpreted (but in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the Company to provide broader indemnification rights than were provided prior thereto), promptly upon the receipt of written demand, against any and all Losses. If soExpenses (including attorneys’ fees) and, if requested by Indemnitee, shall advance such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any Claim asserted against or action brought by Indemnitee for # indemnification or advance payment of Expenses by the Company shall advanceunder this Agreement or any Other Indemnity Provision; and/or # recovery under any directors’ and all Expenses to Indemnitee (whether such funds are paid directly on Indemnitee’s behalf, advanced to Indemnitee in an amount sufficient pay such Expenses or reimbursed to Indemnitee after Indemnitee pays such Expenses, an “Expense Advance”). Indemnitee’s right to an Expense Advance is not subject toofficers’ liability insurance policies maintained by the satisfaction of any standard of conduct. Without limiting the generality of the foregoing, unlessCompany. Unless payment in full has actually been made to or on behalf of Indemnitee under any insurance policy or Other Indemnity Provision (as defined in Section 11 below), within ten (10) business days after any request by Indemnitee, the Company shall, in accordance with such request, # pay such Expenses on behalf of Indemnitee, # advance to Indemnitee funds in an amount sufficient to pay such Expenses, or # reimburse Indemnitee for such Expenses. Notwithstanding anything in this Agreement to the contrary (except as set forth in Section 5), prior to a Change in Control, IndemniteeThe Company shall not be entitled to indemnification pursuant to this Agreement in connection with any claim initiatedbe reimbursed by Indemnitee against(who hereby agrees to reimburse the Company or any director or officer of the Company unless the Company has joined in or the Board of Directors of the Company has consentedCompany) for all such amounts theretofore paid Indemnitee under this Section 5 if, subsequent to the initiationfinal disposition of any Claim asserted against or action brought by Indemnitee, Indemnitee ultimately is determined not to be entitled to such claim.indemnification, advance expense payment or insurance recovery, as the case may be.

In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as the same exists or hereafter may be amended or interpreted (but in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the Company to provide broader indemnification rights than were provided prior thereto), promptly upon the receipt of written demand, against any and all Losses. If so requested by Indemnitee, the Company shall advance to Indemnitee all Expenses incurred by Indemnitee (or, if applicable, reimburse Indemnitee for any and all Expenses toincurred by Indemnitee (whether such funds areand previously paid directly on Indemnitee’s behalf, advanced to Indemnitee in an amount sufficient pay such Expenses or reimbursed to Indemnitee after Indemnitee pays such Expenses, an “Expense Advance”). Indemnitee’s right to an Expense Advance is not subject to the satisfaction of any standard of conduct. Without limiting the generality of the foregoing, unless payment in full has actually been made to or on behalf of Indemnitee under any insurance policy or Other Indemnity Provision (as defined in Section 11 below),by Indemnitee) within ten (10) business days after such request (an "Expense Advance") and delivery by Indemnitee of an undertaking to repay Expense Advances if and to the extent such undertaking is required by applicable law prior to the Company's payment of Expense Advances. The Company shall be obligated from time to time at the request of Indemnitee to make or pay an Expense Advance in advance of the final disposition or conclusion of any Claim. In connection with any request for an Expense Advance, if requested by Indemnitee,the Company, Indemnitee or Indemnitee's counsel shall submit an affidavit stating that the Expenses to which the Expense Advances relate are reasonable. Any dispute as to the reasonableness of any Expense shall not delay an Expense Advance by the Company. If, when, and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be indemnified with respect to a Claim under applicable law, the Company shall,shall be entitled to be reimbursed by Indemnitee and Indemnitee hereby agrees to reimburse the Company without interest (which agreement shall be an unsecured obligation of Indemnitee) for all related Expense Advances theretofore made or paid by the Company; provided, however, that if Indemnitee has commenced legal proceedings in accordancea court of competent jurisdiction to secure a determination that Indemnitee could be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse the Company for any Expense Advance, and the Company shall be obligated to continue to make Expense Advances, until a final judicial determination is made with such request, # pay such Expenses on behalfrespect thereto (as to which all rights of Indemnitee, # advance to Indemnitee fundsappeal therefrom have been exhausted or lapsed). If there has not been a Potential Change in an amount sufficient to pay such Expenses,Control or # reimburse Indemnitee for such Expenses. Notwithstanding anything in this Agreement to the contrary (except as set forth in Section 5), prior to a Change in Control, Indemniteethe Reviewing Party shall not be entitled to indemnification pursuant to this Agreement in connection with any claim initiatedselected by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or the Board of Directors of the Company. If there has been a Potential Change in Control or a Change in Control, the Reviewing Party shall be advised by or shall be Special Counsel referred to in Section 3 hereof, if and as Indemnitee so requests. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or part under applicable law, Indemnitee shall have the right to commence litigation in any court in the states of Texas or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company has consentedhereby consents to service of process and to appear in any such proceeding. Any determination by the initiation of such claim.Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

InIndemnification for Additional Expenses. Without limiting the event Indemnitee was, isgenerality or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reasoneffect of (or arising in part out of) an Indemnifiable Event,the foregoing, the Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law, as the same exists or hereafter may be amended or interpreted (but in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the Company to provide broader indemnification rights than were provided prior thereto), promptly upon the receipt of written demand, against any and all Losses. If soand, if requested by Indemnitee, the Company shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request, any and all Expenses toactually and reasonably paid or incurred by Indemnitee (whether such funds are paid directly on Indemnitee’s behalf, advanced to Indemnitee in an amount sufficient pay such Expenses or reimbursed to Indemnitee after Indemnitee pays such Expenses, an “Expense Advance”). Indemnitee’s right to an Expense Advance is not subject to the satisfaction of any standard of conduct. Without limiting the generality of the foregoing, unless payment in full has actually been made to or on behalf of Indemnitee under any insurance policy or Other Indemnity Provision (as defined in Section 11 below), within ten (10) business days after any request by Indemnitee, the Company shall, in accordance with such request, # pay such Expenses on behalf of Indemnitee, # advance to Indemnitee funds in an amount sufficient to pay such Expenses, or # reimburse Indemnitee for such Expenses. Notwithstanding anything in this Agreement to the contrary (except as set forth in Section 5), prior to a Change in Control, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any claim initiatedClaim made, instituted or conducted by Indemnitee againstfor # indemnification or payment, advancement or reimbursement of Expenses by the Company under any provision of this Agreement, or under any directorother agreement or officerprovision of the Company unlessConstituent Documents now or hereafter in effect relating to Indemnifiable Claims, and/or # recovery under any directors’ and officers’ liability insurance policies maintained by the Company has joinedCompany, regardless in each case of whether Indemnitee ultimately is determined to be entitled to such indemnification, reimbursement, advance or insurance recovery, as the Boardcase may be; provided, however, that Indemnitee shall return, without interest, any such advance of DirectorsExpenses (or portion thereof) which remains unspent at the final disposition of the Company has consentedClaim to which the initiation of such claim.advance related.

InAdvancement of Expenses. The Indemnitee shall have the event Indemnitee was, is or becomes a partyright to or witness or other participant in, or is threatenedadvancement by the Company, prior to be made a party to or witness or other participant in, athe final disposition of any Claim by reasonfinal adjudication to which there are no further rights of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law, as the same exists or hereafter may be amended or interpreted (but in the caseappeal, of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the Company to provide broader indemnification rights than were provided prior thereto), promptly upon the receipt of written demand, against any and all Losses. If so requested by Indemnitee, the Company shall advance any and all Expenses to Indemnitee (whether such funds areactually and reasonably paid directly on Indemnitee’s behalf, advanced toor incurred by the Indemnitee in connection with any Claim arising out of an amount sufficient pay such Expenses or reimbursed to Indemnitee after Indemnitee pays such Expenses, an “Expense Advance”).Indemnifiable Event. The Indemnitee’s right to an Expense Advancesuch advancement is not subject to the satisfaction of any standard of conduct. Without limiting the generality or effect of the foregoing, unless payment in full has actually been made to or on behalf of Indemnitee under any insurance policy or Other Indemnity Provision (as defined in Section 11 below), within ten (10) business20 days after any request by the Indemnitee, the Company shall, in accordance with such request, # pay such Expenses on behalf of the Indemnitee, # advance to the Indemnitee funds in an amount sufficient to pay such Expenses, or # reimburse the Indemnitee for such Expenses. Notwithstanding anything in this Agreement toIf requested by a law firm or other professional representing the contrary (except as set forth in Section 5), prior toIndemnitee, the Company shall pay such firm(s) a Change in Control,reasonable retainer. In connection with any request for Expense Advances, the Indemnitee shall not be required to provide any documentation or information to the extent that the provision thereof would undermine or otherwise jeopardize the attorney-client privilege. In connection with any request for Expense Advances, the Indemnitee shall execute and deliver to the Company an undertaking (which shall be accepted without reference to the Indemnitee’s ability to repay the Expense Advances) to repay any amounts paid, advanced, or reimbursed by the Company for such Expenses to the extent that it is ultimately determined by a Nevada Court, following the final disposition of such Claim, that the Indemnitee is not entitled to indemnification pursuanthereunder. The Indemnitee’s obligation to this Agreement in connection with any claim initiated by Indemnitee againstreimburse the Company or any director or officer of the Company unless the Company has joined in or the Board of Directors of the Company has consented to the initiation of such claim.for Expense Advances shall be unsecured and no interest shall be charged thereon.

In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, theIndemnification for Additional Expenses. The Company shall indemnify Indemnitee against any and all costs and expenses (including attorneys' and expert witnesses' fees) and, if requested by Indemnitee, shall (within two ​ business days of that request) advance those costs and expenses to Indemnitee, that are incurred by Indemnitee if Indemnitee, whether by formal proceedings or through demand and negotiation without formal proceedings: # seeks to enforce Indemnitee's rights under this Agreement, # seeks to enforce Indemnitee's rights to expense advancement or indemnification under any other agreement or provision of the Company's Certificate of Incorporation or Bylaws now or hereafter in effect relating to Claims for Indemnifiable Events, or # seeks recovery under any directors' and officers' liability insurance policies maintained by the Company, in each case regardless of whether Indemnitee ultimately prevails. To the fullest extent permitted by law, as the same exists or hereafter may be amended or interpreted (but in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the Company to provide broader indemnification rights than were provided prior thereto), promptly upon the receipt of written demand, againstwaives any and all Losses. If so requested by Indemnitee, the Company shall advance anyrights that it may have to recover its costs and all Expenses to Indemnitee (whether such funds are paid directly on Indemnitee’s behalf, advanced to Indemnitee in an amount sufficient pay such Expenses or reimbursed to Indemnitee after Indemnitee pays such Expenses, an “Expense Advance”). Indemnitee’s right to an Expense Advance is not subject to the satisfaction of any standard of conduct. Without limiting the generality of the foregoing, unless payment in full has actually been made to or on behalf of Indemnitee under any insurance policy or Other Indemnity Provision (as defined in Section 11 below), within ten (10) business days after any request by Indemnitee, the Company shall, in accordance with such request, # pay such Expenses on behalf of Indemnitee, # advance to Indemnitee funds in an amount sufficient to pay such Expenses, or # reimburse Indemnitee for such Expenses. Notwithstanding anything in this Agreement to the contrary (except as set forth in Section 5), prior to a Change in Control, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or the Board of Directors of the Company has consented to the initiation of such claim.expenses from Indemnitee.

In the eventSection # Advance of Expenses for Indemnitee. If, by reason of Indemnitee’s Corporate Status, Indemnitee was, is or becomes a party to or witness or other participant in,is, or is threatened to bebe, made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event,any Proceeding, the Company shall indemnify Indemniteeshall, without requiring a preliminary Determination of Indemnitee’s ultimate entitlement to the fullest extent permitted by law, as the same exists or hereafter may be amended or interpreted (but in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the Company to provide broader indemnification rights than were provided prior thereto), promptly upon the receipt of written demand, against any and all Losses. If so requested by Indemnitee, the Company shallhereunder, advance any and all Expenses to Indemnitee (whether such funds are paid directly on Indemnitee’s behalf, advanced to Indemnitee in an amount sufficient pay such Expenses or reimbursed to Indemnitee after Indemnitee pays such Expenses, an “Expense Advance”). Indemnitee’s right to an Expense Advance is not subject to the satisfaction of any standard of conduct. Without limiting the generality of the foregoing, unless payment in full has actually been made toincurred by or on behalf of Indemnitee under any insurance policy or Other Indemnity Provision (as defined in Section 11 below),connection with such Proceeding. The Company shall make such advance within ten (10) business days after any requestthe receipt by Indemnitee, the Company shall,of a statement or statements requesting such advance from time to time, whether prior to or after final disposition of such Proceeding and may be in accordance withthe form of, in the reasonable discretion of the Indemnitee (but without duplication), # payment of such request, # pay such Expenses directly to third parties on behalf of Indemnitee, # advance of funds to Indemnitee funds in an amount sufficient to pay such Expenses,Expenses or # reimbursereimbursement to Indemnitee for Indemnitee’s payment of such Expenses. Notwithstanding anythingSuch statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee and a written undertaking by or on behalf of Indemnitee, in this Agreementsubstantially the form attached hereto as Exhibit A or in such form as may be required under applicable law as in effect at the time of the execution thereof. To the extent that Expenses advanced to the contrary (except as set forth in Section 5), priorIndemnitee do not relate to a Changespecific claim, issue or matter in Control,the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 8 shall be an unlimited general obligation by or on behalf of Indemnitee and shall not be entitledaccepted without reference to indemnification pursuantIndemnitee’s financial ability to this Agreement in connection withrepay such advanced Expenses and without any claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or the Board of Directors of the Company has consentedrequirement to the initiation of such claim.post security therefor.

In the eventSection # Advance of Expenses for an Indemnitee. If, by reason of Indemnitee’s Corporate Status, Indemnitee was, is or becomes a party to or witness or other participant in,is, or is threatened to bebe, made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event,any Proceeding, the Company shall indemnify Indemniteeshall, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to the fullest extent permittedindemnification hereunder, advance all reasonable Expenses incurred by law, as the same exists or hereafter may be amended or interpreted (but in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the Company to provide broader indemnification rights than were provided prior thereto), promptly upon the receipt of written demand, against any and all Losses. If so requested by Indemnitee, the Company shall advance any and all Expenses to Indemnitee (whether such funds are paid directly on Indemnitee’s behalf, advanced to Indemnitee in an amount sufficient pay such Expenses or reimbursed to Indemnitee after Indemnitee pays such Expenses, an “Expense Advance”). Indemnitee’s right to an Expense Advance is not subject to the satisfaction of any standard of conduct. Without limiting the generality of the foregoing, unless payment in full has actually been made to or on behalf of Indemnitee under any insurance policyin connection with # such Proceeding which is initiated by a third party who is not a stockholder of the Company, or Other Indemnity Provision (as defined# such Proceeding which is initiated by a stockholder of the Company acting in Section 11 below),his or her capacity as such and for which a court of competent jurisdiction specifically approves such advancement, and which relates to acts or omissions with respect to the performance of duties or services on behalf of the Company, within ten (10) business days after any requestthe receipt by Indemnitee, the Company shall, in accordance withof a statement or statements requesting such request, # payadvance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by law and by this Agreement has been met and a written undertaking by or on behalf of Indemnitee, # advancein substantially the form attached hereto as Exhibit A or in such form as may be required under applicable law as in effect at the time of the execution thereof, to reimburse the portion of any Expenses advanced to Indemnitee, together with the Applicable Legal Rate of interest thereon, relating to claims, issues or matters in the Proceeding as to which it shall ultimately be established, by clear and convincing evidence, that the standard of conduct has not been met by Indemnitee and which have not been successfully resolved as described in Section 7 of this Agreement. To the extent that Expenses advanced to Indemnitee funds in an amount sufficient to pay such Expenses, or # reimburse Indemnitee for such Expenses. Notwithstanding anything in this Agreement to the contrary (except as set forth in Section 5), priordo not relate to a Changespecific claim, issue or matter in Control,the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 8 shall be an unlimited general obligation by or on behalf of Indemnitee and shall not be entitledaccepted without reference to indemnification pursuantIndemnitee’s financial ability to this Agreement in connection withrepay such advanced Expenses and without any claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or the Board of Directors of the Company has consentedrequirement to the initiation of such claim.post security therefor.

InAdvancement of Expenses. Indemnitee shall have the event Indemnitee was, is or becomes a partyright to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claimadvancement by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify IndemniteeCompany, prior to the fullest extent permitted by law, as the same exists or hereafter may be amended or interpreted (but in the casefinal disposition of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the Company to provide broader indemnification rights than were provided prior thereto), promptly upon the receiptIndemnifiable Claim, of written demand, against any and all Losses. If so requested by Indemnitee, the Company shall advance any and all Expenses to Indemnitee (whether such funds arerelating to, arising out of or resulting from any Indemnifiable Claim actually and reasonably paid directly on Indemnitee’s behalf, advanced to Indemnitee in an amount sufficient pay such Expenses or reimbursed to Indemnitee after Indemnitee pays such Expenses, an “Expense Advance”). Indemnitee’incurred by Indemnitee. Indemnitee’s right to an Expense Advancesuch advancement is not subject to the satisfaction of any standard of conduct. Without limiting the generality or effect of the foregoing, unless payment in full has actually been made to or on behalf of Indemnitee under any insurance policy or Other Indemnity Provision (as defined in Section 11 below), within ten (10)five business days after any request by Indemnitee, the Company shall, in accordance with such request,request (but without duplication), # pay such Expenses on behalf of Indemnitee, # advance to Indemnitee funds in an amount sufficient to pay such Expenses, or # reimburse Indemnitee for such Expenses; provided that Indemnitee shall repay, without interest any amounts actually advanced to Indemnitee that, at the final disposition of the Indemnifiable Claim to which the advance related, were in excess of amounts paid or payable by Indemnitee in respect of Expenses relating to, arising out of or resulting from such Indemnifiable Claim. For purposes of obtaining payments of Expenses in advance of final disposition, the Indemnitee shall submit to the Company a sworn request for advancement of Expenses substantially in the form of [Exhibit A] attached hereto and made a part hereof (subject to Indemnitee filling in the blanks therein and selecting from among the bracketed alternatives therein, the “Undertaking”), averring that the Indemnitee has reasonably incurred or will reasonably incur actual Expenses in defending an Indemnifiable Claim. The Undertaking need not be secured and the Company must accept the Undertaking without reference to Indemnitee’s ability to repay the Expenses. Notwithstanding anythingUnless at the time of the Indemnitee’s act or omission at issue, the Constituent Documents prohibit such advances by specific reference to ORC [Section 1701.13(E)(5)(a)] or unless the only liability asserted against the Indemnitee in the subject action, suit or proceeding is pursuant to ORC [Section 1701.95], the Indemnitee shall be eligible to execute Part A of the Undertaking by which the Indemnitee undertakes to: # repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company; and # reasonably cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee shall be eligible to execute Part B of the Undertaking by which the Indemnitee undertakes to repay such amount if it ultimately is determined that the Indemnitee is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and does execute both Part A and Part B of the Undertaking, the Expenses which are paid by the Company pursuant thereto shall be required to be repaid by the Indemnitee only if the Indemnitee is required to do so under the terms of both Part A and Part B of the Undertaking. In no event shall Indemnitee’s right to the contrary (except aspayment, advancement or reimbursement of Expenses pursuant to this Section 3 be conditioned upon any undertaking that is less favorable to Indemnitee than, or that is in addition to, the undertakings set forth in Section 5), prior to a Change in Control, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or the Board of Directors of the Company has consented to the initiation of such claim.[Exhibit A].

In the eventSection # Advance of Expenses for Indemnitee. If, by reason of Indemnitee’s Corporate Status, Indemnitee was, is or becomes a party to or witness or other participant in,is, or is threatened to bebe, made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event,any Proceeding, the Company shall indemnify Indemniteeshall, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to the fullest extent permitted by law, as the same exists or hereafter may be amended or interpreted (but in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the Company to provide broader indemnification rights than were provided prior thereto), promptly upon the receipt of written demand, against any and all Losses. If so requested by Indemnitee, the Company shallhereunder, advance any and all Expenses to Indemnitee (whether such funds are paid directly on Indemnitee’s behalf, advanced to Indemnitee in an amount sufficient pay such Expenses or reimbursed to Indemnitee after Indemnitee pays such Expenses, an “Expense Advance”). Indemnitee’s right to an Expense Advance is not subject to the satisfaction of any standard of conduct. Without limiting the generality of the foregoing, unless payment in full has actually been made toincurred by or on behalf of Indemnitee under any insurance policy or Other Indemnity Provision (as defined in Section 11 below), within ten (10) business days after any request by Indemnitee, the Company shall, in accordanceconnection with such request, # payProceeding. In connection with any particular amount of advancement requested, Indemnitee (or a third party acting on Indemnitee’s behalf in providing services that are the subject of the specific advancement demand) shall provide a statement or statements requesting such advance, whether prior to or after final disposition of such Proceeding, including in the form of an invoice for services so long as the statement reasonably evidences the Expenses incurred by Indemnitee. Indemnitee shall also provide with his or her first request for advancement a written affirmation by Indemnitee and a written undertaking by or on behalf of Indemnitee, in substantially the form attached hereto as Exhibit A or in such form as may be required under applicable law as in effect at the time of the execution thereof. Within 10 days of receiving the statement or statements requesting advancement, the Company shall, at Indemnitee’s reasonable discretion (but without duplication), make payment of such Expenses either directly to # advancethird parties on behalf of Indemnitee or # Indemnitee, including in those instances where Indemnitee has made prior payment of such Expenses. To the extent that Expenses advanced to Indemnitee funds in an amount sufficient to pay such Expenses, or # reimburse Indemnitee for such Expenses. Notwithstanding anything in this Agreement to the contrary (except as set forth in Section 5), priordo not relate to a Changespecific claim, issue or matter in Control,the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 8 shall be an unlimited general obligation by or on behalf of Indemnitee and shall not be entitledaccepted without reference to indemnification pursuantIndemnitee’s financial ability to this Agreement in connection withrepay such advanced Expenses and without any claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or the Board of Directors of the Company has consentedrequirement to the initiation of such claim.post security therefor.

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