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Indemnitee as Plaintiff. Except as provided in [Section 10(c)] of this Agreement and in the next sentence, Indemnitee shall not be entitled to payment of Indemnifiable Amounts or advancement of Indemnifiable Expenses with respect to any Proceeding brought by Indemnitee against the Company, any Entity 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 Section shall not apply to counterclaims or affirmative defenses asserted by Indemnitee in an action brought against Indemnitee.

Indemnitee as Plaintiff. Except as provided in [Section 10(c)] of this Agreement and in the next sentence, Indemnitee shall not be entitled to payment of Indemnifiable Amounts or advancement of Indemnifiable Expenses with respect to any Proceeding brought by Indemnitee against the Company, any Entity 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 Section shall not apply to counterclaims or affirmative defenses asserted by Indemnitee in an action brought against Indemnitee.

Indemnitee as Plaintiff.PROCEEDINGS AGAINST COMPANY. Except as otherwise provided in [Section 10(c)] of this Agreement and inAgreement, the next sentence, IndemniteeDirector shall not be entitled to payment of Indemnifiable Amounts or advancement of Indemnifiable Expenses with respect to any Proceeding brought by Indemniteethe Director against the Company, any Entity 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 Sectionclause shall not apply to counterclaims or affirmative defenses asserted by Indemniteethe Director in an action brought against Indemnitee.the Director.

Indemnitee as Plaintiff. Except as otherwise provided in [Section 10(c)] of this Agreement and inAgreement, the next sentence, IndemniteeExecutive Director shall not be entitled to payment of Indemnifiable Amounts or advancement of Indemnifiable Expenses with respect to any Proceeding brought by Indemniteethe Executive Director 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 Sectionclause shall not apply to counterclaims or affirmative defenses asserted by Indemniteethe Executive Director in an action brought against Indemnitee.the Executive Director.

Indemnitee as Plaintiff. Except as provided in [Section 10(c)] of this Agreement and inClaims Initiated by Indemnitee. Any provision herein to the next sentence, Indemniteecontrary notwithstanding, the Company shall not be entitledobligated to payment of Indemnifiable Amountsindemnify or advancement of Indemnifiable Expensesadvance expenses to Indemnitee with respect to any Proceedingproceedings or claims initiated or brought by Indemnitee against the Company or its affiliates or its directors, officers, employees or other agents and not by way of defense, except # with respect to proceedings brought to establish or enforce a right to indemnification under this Agreement or under any other agreement, provision in the Bylaws or Certificate of Incorporation of the Company, the Parent’s constitution, or applicable law, or # with respect to any Entity which it controls, any director or officer thereof, or any third party, unlessother proceeding initiated by Indemnitee that is either approved by the Board of Directors or Indemnitee’s participation is required by applicable law. However, indemnification or advancement of expenses may be provided by the Company has consentedin specific cases if the Board of Directors determines it to the initiation of such Proceeding. This Section shall not apply to counterclaims or affirmative defenses asserted by Indemnitee in an action brought against Indemnitee.be appropriate.

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