Except as otherwise provided in this Agreement, the Executive Director shall not be entitled to payment of Indemnifiable Amounts or advancement of Indemnifiable Expenses with respect to any Proceeding brought by the Executive Director against the Company, any entity which it controls, any director or officer thereof, or any third party, unless the Company has consented to the initiation of such Proceeding. This clause shall not apply to counterclaims or affirmative defenses asserted by the Executive Director in an action brought against the Executive Director.
PROCEEDINGS AGAINST COMPANY. Except as otherwise provided in this Agreement, the Executive Director shall not be entitled to payment of Indemnifiable Amounts or advancement of Indemnifiable Expenses with respect to any Proceeding brought by the Executive Director against the Company, any entityEntity which it controls, any director or officer thereof, or any third party, unless the Company has consented to the initiation of such Proceeding. This clause shall not apply to counterclaims or affirmative defenses asserted by the Executive Director in an action brought against the Executive Director.
Except as otherwise provided in this Agreement,The Company may pay to the Executive Director shall not be entitled to payment of Indemnifiable Amounts or advancement ofall Indemnifiable Expenses with respect to any Proceeding brought by the Executive Director against the Company, any entity which it controls, any director or officer thereof, or any third party, unless the Company has consented to the initiation of such Proceeding. This clause shall not apply to counterclaims or affirmative defenses assertedincurred by the Executive Director in an action brought againstconnection with any Proceeding, including a Proceeding by or in the right of the Company, in advance of the final disposition of such Proceeding, if the Executive Director.Director furnishes the Company with a written undertaking, to the satisfaction of the Company, to repay the amount of such Indemnifiable Expenses advanced to the Executive Director in the event it is finally determined by a court or arbitral body of competent jurisdiction that the Executive Director is not entitled under this Agreement to indemnification with respect to such Indemnifiable Expenses.
Indemnitee as Plaintiff. Except as otherwise provided in [Section 10(c)] of this Agreement,Agreement and in the Executive Directornext sentence, Indemnitee shall not be entitled to payment of Indemnifiable Amounts or advancement of Indemnifiable Expenses with respect to any Proceeding brought by the Executive DirectorIndemnitee against the Company, any entityEntity which it controls, any director or officer thereof, or any third party, unless the Board of Directors of the Company has consented to the initiation of such Proceeding. This clauseSection shall not apply to counterclaims or affirmative defenses asserted by the Executive DirectorIndemnitee in an action brought against the Executive Director.Indemnitee.
Except as otherwise providedSubject to the exceptions contained in this Agreement,Clause 9(a) below, if the Executive Director was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of the Executive Director’s Corporate Status, the Executive Director shall not be entitled to payment of Indemnifiable Amounts or advancement of Indemnifiable Expenses with respect to any Proceeding broughtindemnified by the Executive DirectorCompany against the Company, any entity which it controls, any directorall expenses and liabilities incurred or officer thereof, or any third party, unless the Company has consented to the initiation of such Proceeding. This clause shall not apply to counterclaims or affirmative defenses assertedpaid by the Executive Director in an action brought against the Executive Director.connection with such Proceeding (referred to herein as “Indemnifiable Expenses” and “Indemnifiable Liabilities,” respectively, and collectively as “Indemnifiable Amounts”).
Except as otherwise providedit has been adjudicated finally by a court or arbitral body of competent jurisdiction that the Executive Director is liable to the Company with respect to any claim, issue or matter involved in this Agreement,the Proceeding out of which the claim for indemnification has arisen, including, without limitation, a claim that the Executive Director received an improper benefit or improperly took advantage of a corporate opportunity, the Executive Director shall not be entitled to payment of Indemnifiable Amounts or advancement of Indemnifiable Expenses hereunder with respect to any Proceeding brought by the Executive Director against the Company, any entity which it controls, any directorsuch claim, issue or officer thereof, or any third party, unless the Company has consented to the initiation of such Proceeding. This clause shall not apply to counterclaims or affirmative defenses asserted by the Executive Director in an action brought against the Executive Director.matter.
Except as otherwise providedNotwithstanding any other provision of this Agreement, and without limiting any such provision, to the extent that the Executive Director is, by reason of the Executive Director’s Corporate Status, a party to and is successful, on the merits or otherwise, in this Agreement,any Proceeding, the Executive Director shall be indemnified in connection therewith. If the Executive Director is not be entitledwholly successful in such Proceeding but is successful, on the merits or otherwise, as to payment of Indemnifiable Amountsone or advancement of Indemnifiablemore but less than all claims, issues or matters in such Proceeding, the Company shall indemnify the Executive Director against those Expenses with respect to any Proceeding broughtreasonably incurred by the Executive Director against the Company, any entity which it controls, any director or officer thereof, or any third party, unless the Company has consented to the initiation of such Proceeding. This clause shall not apply to counterclaims or affirmative defenses asserted byon the Executive DirectorDirector’s behalf in an action brought againstconnection with each successfully resolved claim, issue or matter. For purposes of this clause, the Executive Director.termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.
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