Additional Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in [Section 1], the indemnifies and holds Indemnitee harmless against all Expenses, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf if, by reason of his or her Corporate Status, he or she is, or is threatened to be made, a party to, or participant in, any Proceeding (including a Proceeding by or in the right of the ), including, without limitation, any and all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that will exist on the s obligations pursuant to this Agreement will be that the will not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, in [Sections 6 and 7]7]) to be unlawful.
Additional Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in [Section 1], of this Agreement, the indemnifiesCompany shall and holdshereby does indemnify and hold harmless Indemnitee harmless against all Expenses, judgments, penalties, fines,fines and amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf if, by reason of his or her Corporate Status, he or she is, or is threatened to be made, a party to,to or participant in,in any Proceeding (including a Proceeding by or in the right of the )Company), including, without limitation, any and all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that willshall exist onupon the Companys obligations pursuant to this Agreement willshall be that the willCompany shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in [Sections 6 and 7]7]) hereof) to be unlawful.
Proceedings Other Than Proceedings by or in the Right of the . Indemnitee will be entitled to any limitations on, the rights of indemnification provided for in this [Section 1],1(a)] if, by reason of his or her Corporate Status, the Indemnitee is, or is threatened to be made, a party to, or participant in, any Proceeding other than a Proceeding by or in the right of the organization" data-ad-field-json='{"name":"Company","type":"organization","canGuess":{"name":false,"type":false}}'> indemnifies and holdsOrganization_. Pursuant to this [Section 1(a)], Indemnitee harmlesswill be indemnified against all Expenses, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or herher, or on his or her behalf if, by reason of hisbehalf, in connection with such Proceeding or her Corporate Status, heany claim, issue, or she is, ormatter. This indemnification is threatenedprovided if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be made, a party to,in or participant in, any Proceeding (including a Proceeding by or innot opposed to the rightbest interests of the organization" data-ad-field-json='{"name":"Company","type":"organization","canGuess":{"name":false,"type":false}}'>), including, without limitation,Organization_, and with respect to any and all liability arising out ofcriminal Proceeding, had no reasonable cause to believe the negligence or active or passive wrongdoing of Indemnitee. The only limitation that will exist on the Indemnitees obligations pursuant to this Agreement will be that the will not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, in [Sections 6 and 7]7]) to beconduct was unlawful.
Proceedings by or in the Right of the . Indemnitee will be entitled to any limitations on, the rights of indemnification provided for in this [Section 1], the indemnifies and holds Indemnitee harmless against all Expenses, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf1(b)] if, by reason of his or her Corporate Status, he or shethe Indemnitee is, or is threatened to be made, a party to, or participant in, any Proceeding (including a Proceedingbrought by or in the right of the organization" data-ad-field-json='{"name":"Company","type":"organization","canGuess":{"name":false,"type":false}}'>)Organization_. Pursuant to this [Section 1(b)], including, without limitation, anyIndemnitee will be indemnified against all Expenses actually and all liability arising outreasonably incurred by the Indemnitee, or on the Indemnitees behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that will exist on the organization" data-ad-field-json='{"name":"Company","type":"organization","canGuess":{"name":false,"type":false}}'>s obligations pursuant to this Agreement will be that the Organization_. Indemnification will not be obligatedprovided against such Expenses if made in respect of any claim, issue, or matter in such Proceeding as to make any paymentwhich Indemnitee will have been adjudged to Indemnitee that is finally determined (under the procedures, and subjectbe liable to the presumptions, in [Sections 6 unless and 7]7]) to the extent that the Court of Chancery of the State of Delaware will determine that such indemnification may be unlawful.made.
Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in [Section 1], the indemnifies and holds Indemnitee harmless against all Expenses, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf if, by reason of his or her Corporate Status, he or she is,agrees that if Executive is made a party, or is threatened to be made,made a party to,party, to any action, suit or participant in,proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the fact that he is or was a director, officer or employee of or any Proceeding (includingSubsidiary or is or was serving at the request of or any Subsidiary as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, Executive shall be indemnified and held harmless by to the fullest extent legally permitted or authorized by 's certificate of incorporation or bylaws or resolutions of 's Board against all cost, expense, liability and loss (including, without limitation, attorney's fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by Executive in connection therewith, and such indemnification shall continue as to Executive even if he has ceased to be a director, member, officer, employee or agent of or other entity and shall inure to the benefit of Executive's heirs, executors and administrators; provided, however, that Executive shall not be entitled to any indemnification hereunder in the event that any court having jurisdiction over this matter determines that Executive's conduct was illegal, malicious, fraudulent, or resulted from gross negligence. shall advance to Executive all reasonable costs and expenses to be incurred by him in connection with a Proceeding within twenty (20) days after receipt by or in the right of the ), including, without limitation, any and all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that will exist on the s obligations pursuant to this Agreement will be that the willof a written request for such advance. Such request shall include an undertaking by Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. The provisions of this Paragraph 10(a) shall not be obligateddeemed exclusive of any other rights of indemnification to makewhich Executive may be entitled or which may be granted to him, and it shall be in addition to any paymentrights of indemnification to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, in [Sections 6 and 7]7]) towhich he may be unlawful.entitled under any policy of insurance.
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