Additional Indemnification. In addition to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto shall not be obligated under this Agreement to provide indemnification to the Executive Officer in the following situations: (a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful; (b) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful; (c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL; (d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; (e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law; (f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or (g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless: (i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement; (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or (iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this Agreement.
Appears in 4 contracts
Sources: Officer Indemnification Agreement (State Auto Financial CORP), Officer Indemnification Agreement (State Auto Financial CORP), Officer Indemnification Agreement (State Auto Financial CORP)
Additional Indemnification. In addition (a) Notwithstanding any limitation in Sections 2, 3, 4 or 5, the Company shall indemnify Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer applicable law if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding (including a Proceeding by or in the right of State Autothe Company to procure a judgment in its favor) against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with the Proceeding or any claim, issue or matter therein (including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. Notwithstanding The only limitation that shall exist upon the foregoing, State Auto Company’s indemnification obligations pursuant to this Agreement shall be that the Company shall not be obligated under this Agreement to provide indemnification make any payment to the Executive Officer in the following situations:
Indemnitee that is finally determined (a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;
(b) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL;
(d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless:
(i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement;
(ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, and subject to the presumptions, set forth in Sections 6 10, 11, and 7 12 hereof) by a court of competent jurisdiction to be unlawful.
(b) For purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to:
(i) the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and
(ii) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this AgreementAgreement that increase the extent to which a corporation may indemnify its officers and directors.
Appears in 4 contracts
Sources: Indemnification Agreement (GoDaddy Inc.), Indemnification Agreement (At Home Group Inc.), Indemnification Agreement (GMS Inc.)
Additional Indemnification. In addition (a) The Company agrees, as set forth in this Section 6(a), to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification provided for in Section 2 may not be specifically authorized by the Company’s Restated Articles of Incorporation, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, State Auto notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or law if Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto)the Company to procure a judgment in its favor) against all judgments, fines, amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. Notwithstanding the foregoing, State Auto No indemnity shall not be obligated made under this Agreement to provide indemnification Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Executive Officer Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the following situations:
(a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;law.
(b) In connection with any Proceeding in which a court For purposes of competent jurisdiction determinesSection 6(a), in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL;
(d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the phrase “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated fullest extent permitted by the Executive Officerlaw” shall include, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unlessbut not be limited to:
(i) The Proceeding is brought to the fullest extent permitted by the Executive Officer to enforce any provision of the Executive Officer’s rights under this Agreement Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to collect money due under this Agreement;or replacement of the Act, and
(ii) The Board to the fullest extent authorized or permitted by any amendments to or replacements of the Proceeding (or any part Act adopted after the date of any Proceeding) prior this Agreement that increase the extent to which a corporation may indemnify its initiation; orofficers and directors.
(iiic) State Auto provides the indemnificationThe Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in its sole discretionconnection with a Proceeding, pursuant to as a non-party witness by reason of the powers vested in State Auto under applicable law. As applicable, any determination shall be made under fact that Indemnitee is or was a director or officer of the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this AgreementCompany.
Appears in 4 contracts
Sources: Indemnification Agreement (Lithia Motors Inc), Indemnification Agreement (Lithia Motors Inc), Indemnification Agreement (Northwest Natural Gas Co)
Additional Indemnification. In addition (a) The Company agrees, as set forth in this Section 6(a), to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification provided for in Section 2 may not be specifically authorized by the Restated Articles, the Company’s Bylaws, the Act or the other provisions of this Agreement. Accordingly, State Auto notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or law if Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto)the Company to procure a judgment in its favor) against all judgments, fines, amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. Notwithstanding the foregoing, State Auto No indemnity shall not be obligated made under this Agreement to provide indemnification Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Executive Officer Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the following situations:
(a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;law.
(b) In connection with any Proceeding in which a court For purposes of competent jurisdiction determinesSection 6(a), in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL;
(d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the phrase “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated fullest extent permitted by the Executive Officerlaw” includes, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unlessbut is not limited to:
(i) The Proceeding is brought to the fullest extent permitted by the Executive Officer to enforce any provision of the Executive Officer’s rights under this Agreement Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to collect money due under this Agreement;or replacement of the Act; and
(ii) The Board to the fullest extent authorized or permitted by any amendments to or replacements of the Proceeding (or any part Act adopted after the date of any Proceeding) prior this Agreement that increase the extent to which a corporation may indemnify its initiation; orofficers and directors.
(iiic) State Auto provides the indemnificationThe Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in its sole discretionconnection with a Proceeding, pursuant to as a non-party witness by reason of the powers vested in State Auto under applicable law. As applicable, any determination shall be made under fact that Indemnitee is or was a director or officer of the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this AgreementCompany.
Appears in 4 contracts
Sources: Indemnification Agreement (Northwest Natural Gas Co), Indemnification Agreement (Northwest Natural Gas Co), Indemnification Agreement (Northwest Natural Gas Co)
Additional Indemnification. In (a) Notwithstanding any limitation in Sections 3, 4 or 5 hereof, but in addition to such Sections, the indemnification provided for in Section 2 of this Agreement, State Auto Company shall indemnify Indemnitee to the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer islaw if Indemnitee is made, or is threatened to be made, a party to or a participant in any Proceeding (including a Proceeding by or in the right of State Auto)the Company to procure a judgment in its favor) against all Losses actually and reasonably incurred by or on behalf of Indemnitee in connection with the Proceeding. Notwithstanding The only limitation that shall exist upon the foregoing, State Auto Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated under this Agreement to provide indemnification make any payment to the Executive Officer in the following situations:
Indemnitee that is finally determined (a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;
(b) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL;
(d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless:
(i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement;
(ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, and subject to the presumptions, set forth in this Agreement) to be unlawful.
(b) For purposes of Sections 3, 4, 5, 6 and 7 7(a) hereof, the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to:
i. to the fullest extent authorized or permitted by the provisions of the DGCL as in effect as of the date of this AgreementAgreement that authorize or contemplate indemnification by agreement; and
ii. to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.
(c) If (i) Indemnitee is or was affiliated with one or more companies or funds that has invested in the Company (an “Appointing Stockholder”) and (ii) such Appointing Stockholder is, or is threatened to be made, a party to or a participant in any Proceeding based on the Indemnitee’s Corporate Status, the Appointing Stockholder will be entitled to indemnification hereunder for Losses and Expenses to the same extent as Indemnitee, and the terms of this Agreement as they relate to procedures for indemnification of Indemnitee and advancement of Expenses shall apply to any such indemnification of Appointing Stockholder. The Company and Indemnitee agree that any Appointing Stockholders are express third party beneficiaries of the terms of this Section 7(c).
Appears in 3 contracts
Sources: Indemnification Agreement (Blue Bird Corp), Indemnity Agreement (Blue Bird Corp), Purchase Agreement (Hennessy Capital Acquisition Corp.)
Additional Indemnification. In addition (a) Pursuant to Section 1701.13(E)(6) of the ORC, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof or any other provision of this Agreement or the Articles, the Regulations, the ORC, any policy of insurance, or otherwise, but subject to any limitation on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder and subject to the indemnification provided for in Section 2 following provisions of this AgreementSection 3, State Auto the Company shall indemnify the Executive Officer Indemnitee against any amount which he is or becomes obligated to pay relating to or arising out of any claim made against him because of any act, failure to act, or neglect or breach of duty, including any actual or alleged error, misstatement, or misleading statement, that he commits, suffers, permits, or acquiesces in while acting in his capacity as a director of the Company. The payments which the Company is obligated to make pursuant to this Section 3 shall include any and all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement settlement, actually and reasonably incurred by the Executive Officer Indemnitee in connection therewith including any appeal of or on from any judgment or decision; PROVIDED, HOWEVER, that the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto Company shall not be obligated under this Agreement Section 3 to provide indemnification to make any payment in connection with any claim against the Executive Officer in the following situationsIndemnitee:
(ai) In connection with to the extent of any Proceeding in fine or similar governmental imposition which the Company is prohibited by applicable law from paying which results from a court of competent jurisdiction determinesfinal, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;nonappealable order; or
(bii) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL;
(d) To the extent payment has based upon or attributable to the Indemnitee having actually been made realized a personal gain or profit to or on behalf of the Executive Officer under any insurance policy or other indemnity provisionwhich he was not legally entitled, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made including profit from the purchase and sale (or sale and purchase) by the Executive Officer Indemnitee of equity securities of State Auto within the meaning of Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended (or profit arising from transactions in publicly traded securities of the “Company which were effected by the Indemnitee in violation of Section 10(b) of the Securities Exchange Act”)Act of 1934, or similar provisions of state statutory law or common law;Rule 10b-5 promulgated thereunder.
(fb) With respect A determination as to any conduct of whether the Executive Officer that does not directly relate Indemnitee shall be entitled to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless:
(i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights indemnification under this Agreement or to collect money due under this Agreement;
(ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination Section 3 shall be made in accordance with Section 4(a) hereof. Expenses incurred by the Indemnitee in defending any claim to which this Section 3 applies shall be paid by the Company as they are actually and reasonably incurred in advance of the final disposition of such claim under the procedures, and subject to the presumptions, procedure set forth in Sections 6 and 7 of this AgreementSection 4(b) hereof.
Appears in 3 contracts
Sources: Director Indemnification Agreement (Gencorp Inc), Director Indemnification Agreement (Elder Beerman Stores Corp), Director Indemnification Agreement (Omnova Solutions Inc)
Additional Indemnification. In addition (a) Notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or law if Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto)the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding. Notwithstanding the foregoing, State Auto No indemnity shall not be obligated made under this Agreement to provide indemnification Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Executive Officer Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the following situations:
(a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;law.
(b) In Notwithstanding any limitation in Sections 3, 4, 5 or 6(a), the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;Proceeding.
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 For purposes of the OCL;
(dSections 6(a) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provisionand 6(b), except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the phrase “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated fullest extent permitted by the Executive Officerlaw” shall include, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unlessbut not be limited to:
(i) The Proceeding is brought to the fullest extent permitted by the Executive Officer to enforce any provision of the Executive Officer’s rights under this Agreement Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to collect money due under this Agreement;or replacement of the Act, and
(ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, fullest extent authorized or permitted by any determination shall be made under amendments to or replacements of the procedures, and subject to Act adopted after the presumptions, set forth in Sections 6 and 7 date of this AgreementAgreement that increase the extent to which a corporation may indemnify its officers and directors.
Appears in 3 contracts
Sources: Indemnification Agreement (Columbia Sportswear Co), Indemnification Agreement (Radisys Corp), Indemnification Agreement (Bioject Medical Technologies Inc)
Additional Indemnification. In addition (a) Pursuant to Section 1701.13(E)(6) of the ORC, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof or any other provision of this Agreement or the Articles, the Regulations, the ORC, any policy of insurance, or otherwise, but subject to any limitation on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder and subject to the indemnification provided for in Section 2 following provisions of this AgreementSection 3, State Auto the Company shall indemnify the Executive Officer Indemnitee against any amount which he is or becomes obligated to pay relating to or arising out of any claim made against him because of any act, failure to act, or neglect or breach of duty, including any actual or alleged error, misstatement, or misleading statement, that he commits, suffers, permits, or acquiesces in while acting in his capacity as an officer of the Company. The payments which the Company is obligated to make pursuant to this Section 3 shall include any and all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement settlement, actually and reasonably incurred by the Executive Officer Indemnitee in connection therewith including any appeal of or on from any judgment or decision; PROVIDED, HOWEVER, that the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto Company shall not be obligated under this Agreement Section 3 to provide indemnification to make any payment in connection with any claim against the Executive Officer in the following situationsIndemnitee:
(ai) In connection with to the extent of any Proceeding in fine or similar governmental imposition which the Company is prohibited by applicable law from paying which results from a court of competent jurisdiction determinesfinal, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;nonappealable order; or
(bii) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL;
(d) To the extent payment has based upon or attributable to the Indemnitee having actually been made realized a personal gain or profit to or on behalf of the Executive Officer under any insurance policy or other indemnity provisionwhich he was not legally entitled, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made including profit from the purchase and sale (or sale and purchase) by the Executive Officer Indemnitee of equity securities of State Auto within the meaning of Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended (or profit arising from transactions in publicly traded securities of the “Company which were effected by the Indemnitee in violation of Section 10(b) of the Securities Exchange Act”)Act of 1934, or similar provisions of state statutory law or common law;Rule 10b-5 promulgated thereunder.
(fb) With respect A determination as to any conduct of whether the Executive Officer that does not directly relate Indemnitee shall be entitled to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless:
(i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights indemnification under this Agreement or to collect money due under this Agreement;
(ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination Section 3 shall be made in accordance with Section 4(a) hereof. Expenses incurred by the Indemnitee in defending any claim to which this Section 3 applies shall be paid by the Company as they are actually and reasonably incurred in advance of the final disposition of such claim under the procedures, and subject to the presumptions, procedure set forth in Sections 6 and 7 of this AgreementSection 4(b) hereof.
Appears in 2 contracts
Sources: Officer Indemnification Agreement (Gencorp Inc), Officer Indemnification Agreement (Omnova Solutions Inc)
Additional Indemnification. In addition (a) Notwithstanding any limitation in Sections 3, 4, 5 or 8(c) or in Section 145 of the DGCL or any other applicable statutory provision, but subject to Section 10(f), the Company shall indemnify and hold harmless Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer isapplicable law if Indemnitee is made, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto)the Company to procure a judgment in its favor) against all Expenses, judgments, Fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, Fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. Notwithstanding the foregoingNo indemnification shall be made under Sections 3, State Auto shall not be obligated 4, 5 or 8(c) or under this Agreement Section 7(a) on account of Indemnitee’s conduct which, through a final judicial adjudication, has been determined to provide indemnification constitute either a breach of Indemnitee’s duty of loyalty to the Executive Officer Company or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the following situations:
(a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;law.
(b) In connection with any Proceeding in which a court For purposes of competent jurisdiction determinesthis Agreement, in a final adjudication from which there is no further right of appealincluding without limitation Section 7(a) hereof, that indemnification under the specific circumstances would be unlawful;
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL;
(d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated fullest extent permitted by the Executive Officerapplicable law” includes, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless:
without limitation: (i) The Proceeding is brought to the fullest extent authorized or permitted by the Executive Officer to enforce any provisions of the Executive Officer’s rights under this Agreement DGCL as are in effect as of the date hereof, or any other applicable statutory provision, that authorize or contemplate indemnification by agreement, or the corresponding provision of any amendment to collect money due under this Agreement;
or replacement of the DGCL or other applicable statutory provision; and (ii) The Board to the fullest extent authorized or permitted by any amendments to or replacements of the Proceeding (DGCL or other applicable statutory provision, adopted after the date of this Agreement that increase the extent to which the Company or any part of any Proceeding) prior to Enterprise may indemnify its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this AgreementAgents or other Persons holding similar fiduciary responsibilities.
Appears in 2 contracts
Sources: Indemnification Agreement (Heartflow, Inc.), Indemnification Agreement (Nivalis Therapeutics, Inc.)
Additional Indemnification. In addition (a) Notwithstanding any limitation in Sections 3, 4, or 5, the Company shall indemnify Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or law if Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto)the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding. Notwithstanding the foregoing, State Auto No indemnity shall not be obligated made under this Agreement to provide indemnification Section 7(a) on account of Indemnitee's conduct which constitutes a breach of Indemnitee's duty of loyalty to the Executive Officer Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the following situations:
(a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;law.
(b) In Notwithstanding any limitation in Sections 3, 4, 5 or 7(a), the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;Proceeding.
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 For purposes of the OCL;
(dSections 7(a) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provisionand 7(b), except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does not directly relate phrase "to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated fullest extent permitted by the Executive Officerlaw" shall include, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unlessbut not be limited to:
(i) The Proceeding is brought to the fullest extent permitted by the Executive Officer to enforce any provision of the Executive Officer’s rights under this Agreement DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to collect money due under this Agreement;or replacement of the DGCL, and
(ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, fullest extent authorized or permitted by any determination shall be made under amendments to or replacements of the procedures, and subject to DGCL adopted after the presumptions, set forth in Sections 6 and 7 date of this AgreementAgreement that increase the extent to which a corporation may indemnify its officers and directors.
Appears in 2 contracts
Sources: Indemnification Agreement (Cotelligent Inc), Indemnity Agreement (Tyler Technologies Inc)
Additional Indemnification. In addition (a) Notwithstanding any limitation in Sections 3, 4, or 5, the Indemnitors shall be jointly and severally liable to indemnify the Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or law if Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto)the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding. Notwithstanding the foregoing, State Auto No indemnity shall not be obligated made under this Agreement Section 7(a) on account of the Indemnitee’s conduct which has been adjudicated to provide indemnification constitute a breach of the Indemnitee’s duty of loyalty to the Executive Officer Company or its shareholders or an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the following situations:
(a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;law.
(b) In Notwithstanding any limitation in Sections 3, 4, 5 or 7(a), the Indemnitors shall be jointly and severally liable to indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;Proceeding.
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 For purposes of the OCL;
(dSections 7(a) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provisionand 7(b), except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the phrase “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated fullest extent permitted by the Executive Officerlaw” shall include, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unlessbut not be limited to:
(i) The Proceeding is brought to the fullest extent permitted by the Executive Officer to enforce any provision of the Executive Officer’s rights under this Agreement DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to collect money due under this Agreement;or replacement of the DGCL; and
(ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, fullest extent authorized or permitted by any determination shall be made under amendments to or replacements of the procedures, and subject to DGCL adopted after the presumptions, set forth in Sections 6 and 7 date of this AgreementAgreement that increase the extent to which a corporation may indemnify its officers and directors.
Appears in 2 contracts
Sources: Indemnification Agreement (Trump Entertainment Resorts Funding Inc), Indemnification Agreement (Trump Entertainment Resorts Funding Inc)
Additional Indemnification. In addition (a) Notwithstanding any limitation in Sections 2, 3, or 4, the Company shall indemnify Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or applicable law if Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the name or right of State Auto)the Company to procure a judgment in its favor) against all Liabilities and Expenses suffered or incurred by Indemnitee in connection with such Proceeding:
i. to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL, and
ii. to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.
(b) Notwithstanding any provision in this Agreement, the foregoing, State Auto Company shall not be obligated under this Agreement to provide make any indemnification to the Executive Officer in the following situations:
(a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;
(b) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;
(c) In connection with any Proceeding in which the only liability asserted claim made against the Executive Officer is pursuant to section 1701.95 of the OCL;
(d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with Indemnitee for an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer Indemnitee of securities of State Auto the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law;
(f; provided, however, that this Section 6(b) With respect shall not negate Indemnitee’s right to the advancement of Expenses unless and to the extent that the Company reasonably determines that Indemnitee violated Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws and must disgorge profits in connection with such violation; further provided, however, that notwithstanding anything to the contrary stated or implied in this Section 6(b), indemnification pursuant to this Agreement relating to any conduct Proceeding against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless:
(i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement;
(ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, Company pursuant to the powers vested provisions of Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws shall not be prohibited if Indemnitee ultimately establishes in State Auto any a final, non-appealable judgment, by a court of competent jurisdiction, that no recovery of such profits from Indemnitee is permitted under applicable law. As applicableSection 16(b) of the Exchange Act or similar provisions of any federal, any determination shall be made under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this Agreementstate or local laws.
Appears in 2 contracts
Sources: Indemnification Agreement (Container Store Group, Inc.), Indemnification Agreement (Container Store Group, Inc.)
Additional Indemnification. In addition (a) If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses, but not, however, for the total amount therefor, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. If the Company disputes a portion of the amounts for which indemnification is requested, the undisputed portion shall be paid and only the disputed portion withheld pending resolution of any such dispute.
(b) Notwithstanding any limitation in Sections 2, 3, 4 or 5, the Company shall hold harmless and indemnify Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer applicable law if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding (including a Proceeding by or in the right of State Auto)the Company to procure a judgment in its favor) by reason of Indemnitee’s Corporate Status, including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee, against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with the Proceeding or any claim, issue or matter therein. Notwithstanding The only limitation that shall exist upon the foregoing, State Auto Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated under this Agreement to provide indemnification make any payment to the Executive Officer in the following situations:
Indemnitee that is finally determined (a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;
(b) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL;
(d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless:
(i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement;
(ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 this Agreement) to be unlawful.
(c) For purposes of this Agreement, the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to:
(i) the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and
(ii) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.
(d) If (i) Indemnitee is or was affiliated with one or more venture capital funds and/or one or more other entities that has invested in the Company (an “Appointing Stockholder”), and (ii) Appointing Stockholder is, or is threatened to be made, a party to or a participant in any Proceeding relating to or arising by reason of Appointing Stockholder’s position as a stockholder of, or lender to, the Company, or Appointing Stockholder’s appointment of or affiliation with Indemnitee or any other director, including, without limitation, any alleged misappropriation of a Company asset or corporate opportunity, any claim of misappropriation or infringement of intellectual property relating to the Company, any alleged false or misleading statement or omission made by the Company (or on its behalf) or its employees or agents, or any allegation of inappropriate control or influence over the Company or the members of its board of directors, officers, equity holders or debt holders, then Appointing Stockholder will be entitled to indemnification hereunder for Expenses to the same extent as Indemnitee, and the terms of this Agreement as they relate to procedures for indemnification of Indemnitee and advancement of Expenses shall apply to any such indemnification of Appointing Stockholder.
Appears in 2 contracts
Sources: Indemnification Agreement (CapsoVision, Inc), Indemnification Agreement (Nkarta, Inc.)
Additional Indemnification. In addition (a) Notwithstanding any limitation in Sections 3, 4, or 5, the Company shall indemnify Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or law if Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto)the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding. Notwithstanding the foregoing, State Auto No indemnity shall not be obligated made under this Agreement to provide indemnification Section 7(a) on account of Indemnitee's conduct which constitutes a breach of Indemnitee's duty of loyalty to the Executive Officer Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the following situations:
(a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;law.
(b) In Notwithstanding any limitation in Sections 3, 4, 5 or 7(a), the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgement in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;Proceeding.
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 For purposes of the OCL;
(dSections 7(a) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provisionand 7(b), except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does not directly relate phrase "to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated fullest extent permitted by the Executive Officerlaw" shall include, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unlessbut not be limited to:
(i) The Proceeding is brought to the fullest extent permitted by the Executive Officer to enforce any provision of the Executive Officer’s rights under this Agreement Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to collect money due under this Agreement;or replacement of the Act, and
(ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, fullest extent authorized or permitted by any determination shall be made under amendments to or replacements of the procedures, and subject to Act adopted after the presumptions, set forth in Sections 6 and 7 date of this AgreementAgreement that increase the extent to which a corporation may indemnify its officers and directors.
Appears in 2 contracts
Sources: Indemnification Agreement (Advanced Micro Devices Inc), Indemnity Agreement (Reynolds Metals Co)
Additional Indemnification. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject to the limitations set forth in this Section 2 of this Agreement4 and Sections 5 and 11 hereof, State Auto shall the Company hereby further agrees to:
(a) hold harmless and indemnify the Executive Officer Indemnitee against any and all Expensesexpenses (including attorneys’ fees), witness fees, damages, judgments, penalties, fines, excise taxes fines and amounts paid in settlement actually and reasonably incurred any other amounts that Indemnitee becomes legally obligated to pay because of any claim or claims made against or by him in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational, administrative or investigative (including an action by or in the Executive Officer or on the Executive Officer’s behalf if, by reason right of the Executive Officer serving as Company) to which Indemnitee is, was or at any time becomes a Corporate Fiduciary, the Executive Officer isparty, or is threatened to be mademade a party, by reason of the fact that Indemnitee is, was or at any time becomes a party to director and/or officer of the Company, or participant in is or was serving or at any Proceeding (including time serves at the request of the Company as a Proceeding by director and/or officer of another Company, partnership, joint venture, trust, employee benefit plan or in the right of State Auto). Notwithstanding the foregoing, State Auto shall not be obligated under this Agreement to provide indemnification to the Executive Officer in the following situations:
(a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongfulother enterprise;
(b) In hold harmless and indemnify Indemnitee for and, if requested by Indemnitee, advance to Indemnitee (i) any and all expenses actually and reasonably paid or incurred by Indemnitee in connection with any Proceeding claim by Indemnitee for indemnification by the Company under any provision of this Agreement, or under any other agreement or insurance policy or provision of the Code or Bylaws now or hereafter in which a effect relating to Indemnifiable Claims, and/or (ii) any and all expenses actually and reasonably paid or incurred by Indemnitee in connection with any claim by the Company or any other person or entity to enforce their respective rights under any provision of this Agreement, or under any other agreement or insurance policy or provision of the Code or Bylaws now or hereafter in effect relating to Indemnifiable Claims. No indemnity shall be paid by the Company under this Section 4(b) if the Court of Chancery of the State of Delaware or any court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 claims was brought determines that each of the OCL;
(d) To material assertions or defenses, as the extent payment has actually been case may be, made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In by Indemnitee in connection with an accounting such claim was frivolous or not made in good faith. For sake of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934clarity, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless:
(i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement;
(ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto fullest extent allowed under applicable law. As applicable, any determination shall be the Company agrees that it will bear the expenses Indemnitee incurs in bringing or defending a claim under this Section 4(b), regardless of whether Indemnitee is ultimately successful in such claim, unless the court determines that each of the material assertions or defenses, as the case may be, made under the procedures, and subject to the presumptions, set forth by Indemnitee in Sections 6 and 7 of this Agreementsuch claim was frivolous or not made in good faith.
Appears in 2 contracts
Sources: Indemnification Agreement (Shutterstock, Inc.), Indemnification Agreement (Shutterstock, Inc.)
Additional Indemnification. In addition (a) Notwithstanding any limitation in Sections 3, 4 or 5, the Corporation shall indemnify Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or law if Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoingCorporation to procure a judgment in its favor) against all Expenses, State Auto judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with such Proceeding, provided that no indemnity shall not be obligated made under this Agreement to provide indemnification Section 6(a) on account of Indemnitee's conduct which constitutes a breach of Indemnitee's duty of loyalty to the Executive Officer Corporation or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the following situations:
(a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;law.
(b) In Notwithstanding any limitation in Sections 3, 4 or 5, the Corporation shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Corporation to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;such Proceeding.
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 For purposes of the OCL;
(dSections 6(a) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provisionand Sections 6(b), except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does not directly relate phrase "to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated fullest extent permitted by the Executive Officerlaw" shall include, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unlessbut not be limited to:
(i) The Proceeding is brought to the fullest extent permitted by the Executive Officer to enforce any provision of the Executive Officer’s rights under this Agreement Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to collect money due under this Agreement;or replacement of the Act, and
(ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, fullest extent authorized or permitted by any determination shall be made under amendments to or replacements of the procedures, and subject to Act adopted after the presumptions, set forth in Sections 6 and 7 date of this AgreementAgreement that increase the extent to which a corporation may indemnify its officers and directors.
Appears in 1 contract
Additional Indemnification. In addition Subject only to the indemnification provided for exclusions set forth in Section 2 of this Agreement6 hereof, State Auto the Company hereby agrees that it shall hold harmless and indemnify the Executive Officer Indemnitee:
(a) against any and all Expenses, judgments, penaltiespenalties (including excise and similar taxes), fines, excise taxes settlements and amounts paid in settlement reasonable expenses, including attorneys' fees and court costs, actually and reasonably incurred by the Executive Officer Indemnitee in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding, including, without limitation, an action by or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as shareholders of the Company or by or in the right of the Company, to which Indemnitee is, was or at any time becomes a Corporate Fiduciary, the Executive Officer isparty, or is threatened to be mademade a party, by reason of the fact that Indemnitee is, was or at any time becomes a party to director or participant in officer of the Company, or is or was serving, or at any Proceeding (including time serves, at the request of the Company as a Proceeding by director, officer, partner, venturer, proprietor, trustee, employee, agent or in the right similar functionary of State Auto). Notwithstanding the foregoinganother corporation, State Auto shall not be obligated under this Agreement to provide indemnification to the Executive Officer in the following situations:
(a) In connection with any Proceeding in which a court of competent jurisdiction determinespartnership, in a final adjudication from which there is no further right of appealjoint venture, that the Executive Officer’s actions were knowingly fraudulentsole proprietorship, deliberately dishonest trust, nonprofit entity, employee benefit plan, or willfully wrongfulother enterprise;
(b) In against all reasonable expenses, including attorneys' fees and court costs, actually and reasonably incurred by Indemnitee in connection with any Proceeding in which a court the enforcement of competent jurisdiction determines, in a final adjudication from which there is no further right or collection of appeal, that indemnification amounts due under the specific circumstances would be unlawful;this Agreement; and
(c) In connection with any Proceeding in which otherwise to the only liability asserted against fullest extent as may be provided to Indemnitee by the Executive Officer is pursuant to section 1701.95 Company under the provisions of the OCL;
(d) Corporation Act permitting such indemnification." To the extent payment has actually been made to or on behalf any provision of the Executive Officer under any insurance policy or other indemnity provisionIndemnification Agreement is not expressly overriden by a contrary term in this First Amendment, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) Indemnification Agreement shall continue in full force and effect, and the same is hereby ratified in full. In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar event that provisions of state statutory law or common law;
(f) With respect to any conduct of this First Amendment conflict with the Executive Officer that does not directly relate to Indemnification Agreement, the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless:
(i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement;
(ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 provisions of this Agreement.First Amendment shall control. (SIGNATURE PAGE TO THE PACKAGED ICE, INC. FIRST AMENDMENT TO INDEMNIFICATION AGREEMENT)
Appears in 1 contract
Additional Indemnification. In addition (a) Notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer applicable law if Indemnitee is a party to or on the Executive Officer’s behalf ifthreatened to be made a party, by reason of the Executive Officer serving as a his or her Corporate FiduciaryStatus, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoingCompany to procure a judgment in its favor) against all Expenses, State Auto judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect to such Expenses, judgments, fines, penalties and amounts paid in settlement) incurred by Indemnitee in connection with the Proceeding; provided, however, that the Company shall have the right to consent to any settlement, which consent shall not be obligated unreasonably withheld. No indemnity shall be made under this Agreement to provide indemnification to the Executive Officer Section 7(a) on account of Indemnitee’s conduct which is finally adjudged in the following situations:
(a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were to have been knowingly fraudulent, deliberately dishonest or willfully wrongful;an act or omission not in good faith or involving willful misconduct.
(b) In connection with any Proceeding in which a court For purposes of competent jurisdiction determinesSection 7(a), in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL;
(d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the phrase “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated fullest extent permitted by the Executive Officerapplicable law” shall include, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless:
but not be limited to: (i) The Proceeding is brought to the fullest extent permitted by the Executive Officer to enforce any provision of the Executive Officer’s rights under this Agreement DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to collect money due under this Agreement;
or replacement of the DGCL; and (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, fullest extent authorized or permitted by any determination shall be made under amendments to or replacements of the procedures, and subject to DGCL adopted after the presumptions, set forth in Sections 6 and 7 date of this AgreementAgreement that increase the extent to which a corporation may indemnify its officers and directors and persons serving in certain other capacities at the request of a corporation.
Appears in 1 contract
Additional Indemnification. In addition (a) Notwithstanding any limitation in Sections 3, 4, or 5, the Company shall indemnify lndemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or law if Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto)the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding. Notwithstanding the foregoing, State Auto No indemnity shall not be obligated made under this Agreement to provide indemnification Section 7(a) on account of Indemnitee's conduct which constitutes a breach of Indemnitee's duty of loyalty to the Executive Officer Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the following situations:
(a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;law.
(b) In Notwithstanding any limitation in Sections 3, 4, 5 or 7(a), the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;Proceeding.
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 For purposes of the OCL;
(dSections 7(a) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provisionand 7(b), except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) the phrase "to the fullest extent permitted by law" shall include, but not be limited to:
i. to the fullest extent permitted by the provision of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)DGCL that authorizes or contemplates additional indemnification by agreement, or similar provisions the corresponding provision of state statutory law any amendment to or common law;
(f) With respect to any conduct replacement of the Executive Officer that does not directly relate DGCL, and
ii. to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with fullest extent authorized or permitted by any Proceeding (amendments to or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless:
(i) The Proceeding is brought by the Executive Officer to enforce any replacements of the Executive Officer’s rights under DGCL adopted after the date of this Agreement or that increase the extent to collect money due under this Agreement;
(ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to which a corporation may indemnify its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, officers and subject to the presumptions, set forth in Sections 6 and 7 of this Agreementdirectors.
Appears in 1 contract
Additional Indemnification. In addition (a) Notwithstanding any limitation in Sections 3, 4, or 5, the Company will indemnify Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer fullest extent permitted by Applicable Law against all Expenses, judgments, penalties, fines, excise taxes fines and amounts paid in settlement actually and reasonably incurred by the Executive Officer Indemnitee or on the Executive OfficerIndemnitee’s behalf if, by reason of Indemnitee’s Corporate Status, Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the Executive Officer serving as right of the Company to procure a Corporate Fiduciaryjudgment in its favor).
(b) If (i) an Indemnitee is or was a representative of or affiliated with one or more corporate entities, including but not limited to a Sponsor Entity, that has invested in the Executive Officer Company (an “Appointing Stockholder”), (ii) the Appointing Stockholder is, or is threatened to be made, a party to or a participant in any Sponsor Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto shall not be obligated under this Agreement to provide indemnification to the Executive Officer in the following situations:
(a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;
(b) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL;
(d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provisionProceeding, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless:
(i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement;
(ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or
(iii) State Auto provides the indemnification, Appointing Stockholder’s involvement in its sole discretion, pursuant the Sponsor Proceeding or other Proceeding relates to or arises in whole or in part from (v) any claim based on Indemnitee’s service to the powers vested Company as a director or other fiduciary of the Company, (w) Appointing Stockholder’s appointment of or affiliation with Indemnitee (x) any action taken by the Company that was approved by the Company’s Board or (y) facts or circumstances that are the same or substantially similar to the facts and circumstances that form the basis of claims that have been, could have been or could be brought against the Indemnitee in State Auto under applicable law. As applicablea Proceeding, any determination regardless of whether the legal basis of the claims against the Indemnitee and Appointing Stockholder are the same or similar, then Appointing Stockholder shall be made under entitled to indemnification hereunder for Expenses to the proceduressame extent as Indemnitee, and subject to the presumptions, set forth in Sections 6 and 7 terms of this AgreementAgreement as they relate to procedures for indemnification of Indemnitee and advancement of Expenses shall apply to any such indemnification of Appointing Stockholder. The Company and Indemnitee agree that each Appointing Stockholder is an express third party beneficiary of the terms of this Section 8(b).
Appears in 1 contract
Additional Indemnification. In addition (a) Notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or applicable law if Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoingCompany to procure a judgment in its favor) against all Expenses, State Auto judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect to such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding; provided, however, that the Company shall have the right to consent to any settlement, which consent shall not be obligated unreasonably withheld. No indemnity shall be made under this Agreement to provide indemnification Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Executive Officer Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the following situations:
(a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;law.
(b) In connection with any Proceeding in which a court For purposes of competent jurisdiction determinesSection 7(a), in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL;
(d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the phrase “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated fullest extent permitted by the Executive Officerapplicable law” shall include, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless:
but not be limited to: (i) The Proceeding is brought to the fullest extent permitted by the Executive Officer to enforce any provision of the Executive Officer’s rights under this Agreement DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to collect money due under this Agreement;
or replacement of the DGCL; and (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, fullest extent authorized or permitted by any determination shall be made under amendments to or replacements of the procedures, and subject to DGCL adopted after the presumptions, set forth in Sections 6 and 7 date of this AgreementAgreement that increase the extent to which a corporation may indemnify its officers and directors and persons serving in certain other capacities at the request of a corporation.
Appears in 1 contract
Sources: Indemnification Agreement (Medidata Solutions, Inc.)
Additional Indemnification. In addition (a) Notwithstanding any limitation in Sections 3, 4, or 5, ▇▇▇▇▇▇ US shall indemnify Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as law if Indemnitee is a Corporate Fiduciary, the Executive Officer is, party to or is threatened to be made, made a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoingCompany or ▇▇▇▇▇▇ US to procure a judgment in its favor) against all Expenses, State Auto shall not be obligated under this Agreement to provide indemnification to the Executive Officer judgments, fines, liabilities, losses, damages and amounts paid in the following situations:
(a) In settlement actually and reasonably incurred by Indemnitee in connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;Proceeding.
(b) In connection with any Proceeding in which a court For purposes of competent jurisdiction determinesSection 7(a), in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL;
(d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the phrase “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated fullest extent permitted by the Executive Officerlaw” shall include, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unlessbut not be limited to:
(i) The Proceeding is brought to the fullest extent permitted by the Executive Officer provisions of Delaware General Corporation Law (the “DGCL”) that authorize, permit or contemplate additional indemnification by agreement, court action or the corresponding provision of any amendment to enforce any or replacement of the Executive Officer’s rights under this Agreement DGCL or to collect money due under this Agreementsuch provisions thereof;
(ii) The Board authorized to the Proceeding (fullest extent permitted by the provisions of the Articles that authorize, permit or any part contemplate additional indemnification by agreement, court action or the corresponding provision of any Proceeding) prior amendment to its initiation; oror replacement of the Articles or such provisions thereof;
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicablefullest extent permitted by the provisions of Irish law that authorize, permit or contemplate additional indemnification by agreement, court action or the corresponding provision of any determination shall be made under the procedures, and subject amendment to or replacement of Irish law or such provisions thereof; and
(iv) to the presumptionsfullest extent authorized or permitted by any amendments to or replacements of the DGCL or Irish law (or such successor law), set forth in Sections 6 and 7 the Articles or agreement or court action adopted, entered into or that are adjudicated after the date of this AgreementAgreement that increase the extent to which a company may indemnify its directors, secretaries, officers and executives.
Appears in 1 contract
Sources: Indemnification Agreement (Willis Towers Watson PLC)
Additional Indemnification. In addition (a) Notwithstanding any limitation in Sections 3, 4, or 5, the Company shall indemnify Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or law if Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto)the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding. Notwithstanding the foregoing, State Auto No indemnity shall not be obligated made under this Agreement to provide indemnification Section 7(a) on account of Indemnitee's conduct which constitutes a breach of Indemnitee's duty of loyalty to the Executive Officer Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the following situations:
(a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;law.
(b) In Notwithstanding any limitation in Sections 3, 4, 5 or 7(a), the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;Proceeding.
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 For purposes of the OCL;
(dSections 7(a) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provisionand 7(b), except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) the phrase "to the fullest extent permitted by law" shall include, but not be limited to:
i. to the fullest extent permitted by the provision of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)that authorizes or contemplates additional indemnification by agreement, or similar provisions the corresponding provision of state statutory law any amendment to or common law;
(f) With respect to any conduct replacement of the Executive Officer that does not directly relate Act, and
ii. to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with fullest extent authorized or permitted by any Proceeding (amendments to or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless:
(i) The Proceeding is brought by the Executive Officer to enforce any replacements of the Executive Officer’s rights under Act adopted after the date of this Agreement or that increase the extent to collect money due under this Agreement;
(ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to which a corporation may indemnify its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, officers and subject to the presumptions, set forth in Sections 6 and 7 of this Agreementdirectors.
Appears in 1 contract
Sources: Employment Agreement (Scient Inc)
Additional Indemnification. In addition (a) Notwithstanding any limitation in Sections 3, 4, or 5, the Company shall indemnify Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or law if Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto)the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding. Notwithstanding the foregoing, State Auto No indemnity shall not be obligated made under this Agreement to provide indemnification Section 7(a) on account of Indemnitee's conduct which constitutes a breach of Indemnitee's duty of loyalty to the Executive Officer Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the following situations:
(a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;law.
(b) In Notwithstanding any limitation in Sections 3, 4, 5 or 7(a), the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgement in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;Proceeding.
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 For purposes of the OCL;
(dSections 7(a) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provisionand 7(b), except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does not directly relate phrase "to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated fullest extent permitted by the Executive Officerlaw" shall include, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unlessbut not be limited to:
(i) The Proceeding is brought to the fullest extent permitted by the Executive Officer to enforce any provision of the Executive Officer’s rights under this Agreement DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to collect money due under this Agreement;or replacement of the DGCL, and
(ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, fullest extent authorized or permitted by any determination shall be made under amendments to or replacements of the procedures, and subject to DGCL adopted after the presumptions, set forth in Sections 6 and 7 date of this AgreementAgreement that increase the extent to which a corporation may indemnify its officers and directors.
Appears in 1 contract
Sources: Indemnification Agreement (Harvest Natural Resources Inc)
Additional Indemnification. In addition (a) Notwithstanding any limitation in Section 2, Section 3 or Section 4, the Company shall indemnify Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or applicable law if Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the name or right of State Auto)the Company to procure a judgment in its favor) against all Liabilities and Expenses suffered or incurred by Indemnitee in connection with such Proceeding:
i. to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL, and
ii. to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.
(b) Notwithstanding any provision in this Agreement, the foregoing, State Auto Company shall not be obligated under this Agreement to provide make any indemnification to the Executive Officer in the following situations:
(a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;
(b) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;
(c) In connection with any Proceeding in which the only liability asserted claim made against the Executive Officer is pursuant to section 1701.95 of the OCL;
(d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with Indemnitee for an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer Indemnitee of securities of State Auto the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of any federal, state statutory law or common law;
(flocal laws; provided, however, that this Section 6(b) With respect shall not negate Indemnitee’s right to the advancement of Expenses unless and to the extent that the Company reasonably determines that Indemnitee violated Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws and must disgorge profits in connection with such violation; provided further, however, that notwithstanding anything to the contrary stated or implied in this Section 6(b), indemnification pursuant to this Agreement relating to any conduct Proceeding against Indemnitee for an accounting of profits made from the purchase or sale (or sale and purchase) by Indemnitee of securities of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless:
(i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement;
(ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, Company pursuant to the powers vested provisions of Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws shall not be prohibited if Indemnitee ultimately establishes in State Auto a final, non-appealable judgment, by a court of competent jurisdiction, that no recovery of such profits from Indemnitee is permitted under applicable law. As applicableSection 16(b) of the Exchange Act or similar provisions of any federal, any determination shall be made under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this Agreementstate or local laws.
Appears in 1 contract
Sources: Indemnification Agreement (Santa Maria Energy Corp)
Additional Indemnification. In addition to (a) Notwithstanding any limitation in Sections 4 or 5, the indemnification provided for in Section 2 of this Agreement, State Auto Corporation shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid Indemnitee to the fullest extent permitted by law in settlement actually and reasonably incurred by accordance with the Executive Officer or on provisions of this Section 9(a) if the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoingCorporation to procure a judgment in its favor) involving a claim against the Indemnitee for breach of fiduciary duty by the Indemnitee, State Auto against any judgments and all Expenses actually and reasonably incurred by the Indemnitee in connection with such Proceeding, except that the Corporation shall not be obligated make any indemnity under this Agreement to provide indemnification to the Executive Officer in the following situations:
(a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;
(b) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL;
(d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless:9(a):
(i) The Proceeding is brought by the Executive Officer to enforce any on account of the Executive Officer’s rights under this Agreement Indemnitee's conduct that constitutes a breach of the Indemnitee's duty of loyalty to the Corporation or to collect money due under this Agreementits stockholders;
(ii) The Board authorized on account of the Proceeding (Indemnitee's acts or any part omissions not in good faith, intentional misconduct, knowing violations of any Proceeding) prior to its initiationlaw, fraud or deliberately dishonest conduct; or
(iii) State Auto provides if a final decision by a court having jurisdiction in the indemnificationmatter determines that such indemnification is unlawful.
(b) Notwithstanding any limitation in Sections 4, in its sole discretion5 or 9(a), pursuant the Corporation will indemnify the Indemnitee with respect to any Proceeding against Expenses, judgments and fines to the powers vested in State Auto fullest extent permitted by the Act, including the nonexclusivity provision of ORS 60.414 and including any amendments to the Act adopted after the date hereof that may increase the extent to which a corporation may indemnify its officers and directors.
(c) The indemnification provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may be entitled under applicable law. As applicablethe Articles, the Bylaws, any determination other agreement, any vote of shareholders or directors, the Act, or otherwise, both as to action in the Indemnitee's official capacity and as to action in another capacity while holding such office. The indemnification under this Agreement shall continue as to the Indemnitee even though the Indemnitee may have ceased to be made under a director or officer and shall inure to the proceduresbenefit of the heirs, executors, administrators, and subject to personal representatives of the presumptions, set forth in Sections 6 and 7 of this AgreementIndemnitee.
Appears in 1 contract
Additional Indemnification. In addition (a) Notwithstanding any limitation in Sections 3, 4, or 5, the Company shall indemnify Indemnitee to the indemnification provided for fullest extent not prohibited by (and not merely to the extent affirmatively permitted by) law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in Section 2 the right of this Agreement, State Auto shall indemnify the Executive Officer Company to procure a judgment in its favor) against all Expenses, damages, judgments, fines, liabilities, losses, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Executive Officer Proceeding. No indemnity shall be made under this Section 7(a) on account of Indemnitee’s conduct which is an act or on the Executive Officer’s behalf if, by reason omission not in good faith or which involves intentional misconduct or a knowing violation of the Executive Officer serving as a Corporate Fiduciarylaw.
(b) Notwithstanding any limitation in Sections 3, 4, 5 or 7(a), the Executive Officer is, or Company shall indemnify Indemnitee to the fullest extent not prohibited by (and not merely to the extent affirmatively permitted by) law if Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoingCompany to procure a judgment in its favor) against all Expenses, State Auto shall not be obligated under this Agreement to provide indemnification to the Executive Officer damages, judgments, fines, liabilities, losses, penalties, excise taxes and amounts paid in the following situations:
(a) In settlement actually and reasonably incurred by Indemnitee in connection with any Proceeding in which a court the Proceeding. For purposes of competent jurisdiction determinesSections 7(a) and 7(b), in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;
(b) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL;
(d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the phrase “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or
fullest extent not prohibited by (gand not merely to the extent affirmatively permitted by) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officerlaw” shall include, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unlessbut not be limited to:
(i) The Proceeding is brought to the fullest extent permitted by the Executive Officer to enforce any provision of the Executive Officer’s rights under this Agreement DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to collect money due under this Agreement;or replacement of the DGCL, and
(ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, fullest extent authorized or permitted by any determination shall be made under amendments to or replacements of the procedures, and subject to DGCL adopted after the presumptions, set forth in Sections 6 and 7 date of this AgreementAgreement that increase the extent to which a corporation may indemnify its officers and directors.
Appears in 1 contract
Sources: Indemnification Agreement (Paxson Communications Corp)
Additional Indemnification. In addition (a) Notwithstanding any limitation in Section 3 or 4, the Company shall indemnify Indemnitee in accordance with the provisions of this Section 8(a) to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or law if Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoingCompany to procure a judgment in its favor) involving a claim against Indemnitee for breach of fiduciary duty by Indemnitee against all Expenses, State Auto judgments and fines actually and reasonably incurred by Indemnitee in connection with the Proceeding, provided that no indemnity shall not be obligated made under this Agreement to provide indemnification Section 8(a) on account of Indemnitee's conduct which constitutes a breach of Indemnitee's duty of loyalty to the Executive Officer Company or its shareholders, is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the following situations:
(a) In connection law, or with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;respect to an unlawful distribution under ORS 60.367.
(b) In Notwithstanding any limitation in Section 3, 4 or 8(a), the Company shall indemnify Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments and fines actually and reasonably incurred by Indemnitee in connection with the Proceeding to the fullest extent permitted by the Act, including the nonexclusivity provision of ORS 60.414(1) and any Proceeding in successor provision and including any amendments to the Act adopted after the date hereof that may increase the extent to which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;corporation may indemnify its directors.
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL;
(d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) The indemnification provided by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does this Agreement shall not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part be deemed exclusive of any Proceeding) initiated by other rights to which Indemnitee may be entitled under the Executive OfficerArticles, including Bylaws, any Proceeding (other agreement, any vote of shareholders or any part of any Proceeding) initiated by directors, the Executive Officer against State Auto Act or other Corporate Fiduciariesotherwise, unless:
(i) both as to action in Indemnitee's official capacity or as to action in another capacity while holding that office. The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights indemnification under this Agreement or shall continue as to collect money due under this Agreement;
(ii) The Board authorized the Proceeding (or any part of any Proceeding) prior Indemnitee even though Indemnitee may have ceased to its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant be a director and shall inure to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, benefit of Indemnitee's heirs and subject to the presumptions, set forth in Sections 6 and 7 of this Agreementpersonal representatives.
Appears in 1 contract
Additional Indemnification. In addition (a) Notwithstanding any limitation in Sections 3 or 4, the Corporation shall indemnify Indemnitee to the indemnification provided for fullest extent permitted by law in Section 2 accordance with the provisions of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or Section 8(a) if Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoingCorporation to procure a judgment in its favor) involving a claim against Indemnitee for breach of fiduciary duty by Indemnitee against all Expenses and judgments actually and reasonably incurred by Indemnitee in connection with such Proceeding, State Auto provided that no indemnity shall not be obligated made under this Agreement to provide indemnification Section 8(a) on account of Indemnitee's conduct which constitutes a breach of Indemnitee's duty of loyalty to the Executive Officer Corporation or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the following situations:
(a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;law.
(b) In connection Notwithstanding any limitation in Sections 3, 4 or 8(a), the Corporation shall indemnify Indemnitee with respect to any Proceeding in against Expenses, judgments and fines to the fullest extent permitted by the Act, including the nonexclusivity provision of ORS 57.260(3) and including any amendments to the Act adopted after the date hereof that may increase the extent to which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;corporation may indemnify its officers and directors.
(c) In connection with The indemnification provided by this Agreement shall not be deemed exclusive of any Proceeding in other rights to which Indemnitee may be entitled under the only liability asserted against Second Restated Articles of Incorporation, the Executive Officer is pursuant to section 1701.95 Bylaws, any other agreement, any vote of shareholders or directors, the OCL;
(d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect otherwise, both as to any conduct of the Executive Officer that does not directly relate action in Indemnitee's official capacity and as to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless:
(i) action in another capacity while holding such office. The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights indemnification under this Agreement shall continue as to Indemnitee even though Indemnitee may have ceased to be a director or to collect money due under this Agreement;
(ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant officer and shall inure to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under benefit of the procedures, heirs and subject to the presumptions, set forth in Sections 6 and 7 personal representatives of this AgreementIndemnitee.
Appears in 1 contract
Sources: Indemnity Agreement (Electro Scientific Industries Inc)
Additional Indemnification. In addition to (a) Notwithstanding any limitation in Sections 4 or 5, the indemnification provided for in Section 2 of this Agreement, State Auto Corporation shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid Indemnitee to the fullest extent permitted by law in settlement actually and reasonably incurred by accordance with the Executive Officer or on provisions of this Section 9(a) if the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoingCorporation to procure a judgment in its favor) involving a claim against the Indemnitee for breach of fiduciary duty by the Indemnitee, State Auto against any judgments and all Expenses actually and reasonably incurred by the Indemnitee in connection with such Proceeding, except that the Corporation shall not be obligated make any indemnity under this Agreement to provide indemnification to the Executive Officer in the following situations:
(a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;
(b) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL;
(d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless:9(a):
(i) The Proceeding is brought by the Executive Officer to enforce any on account of the Executive OfficerIndemnitee’s rights under this Agreement conduct that constitutes a breach of the Indemnitee’s duty of loyalty to the Corporation or to collect money due under this Agreementits stockholders;
(ii) The Board authorized on account of the Proceeding (Indemnitee’s acts or any part omissions not in good faith, intentional misconduct, knowing violations of any Proceeding) prior to its initiationlaw, fraud or deliberately dishonest conduct; or
(iii) State Auto provides if a final decision by a court having jurisdiction in the indemnificationmatter determines that such indemnification is unlawful.
(b) Notwithstanding any limitation in Sections 4, in its sole discretion5 or 9(a), pursuant the Corporation will indemnify the Indemnitee with respect to any Proceeding against Expenses, judgments and fines to the powers vested in State Auto fullest extent permitted by the Act, including the nonexclusivity provision of ORS 60.414 and including any amendments to the Act adopted after the date hereof that may increase the extent to which a corporation may indemnify its officers and directors.
(c) The indemnification provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may be entitled under applicable law. As applicablethe Articles, the Bylaws, any determination other agreement, any vote of shareholders or directors, the Act, or otherwise, both as to action in the Indemnitee’s official capacity and as to action in another capacity while holding such office. The indemnification under this Agreement shall continue as to the Indemnitee even though the Indemnitee may have ceased to be made under a director or officer and shall inure to the proceduresbenefit of the heirs, executors, administrators, and subject to personal representatives of the presumptions, set forth in Sections 6 and 7 of this AgreementIndemnitee.
Appears in 1 contract
Additional Indemnification. In addition (a) Notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or applicable law if Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoingCompany to procure a judgment in its favor) against all Expenses, State Auto judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect to such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding; provided, however, that the Company shall have the right to consent to any settlement, which consent shall not be obligated unreasonably withheld. No indemnity shall be made under this Agreement to provide indemnification Section 7(a) on account of Indemnitee's conduct which constitutes a breach of Indemnitee's duty of loyalty to the Executive Officer Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the following situations:
(a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;law.
(b) In connection with any Proceeding in which a court For purposes of competent jurisdiction determinesSection 7(a), in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL;
(d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does not directly relate phrase "to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated fullest extent permitted by the Executive Officerapplicable law" shall include, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless:
but not be limited to: (i) The Proceeding is brought to the fullest extent permitted by the Executive Officer to enforce any provision of the Executive Officer’s rights under this Agreement DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to collect money due under this Agreement;
or replacement of the DGCL; and (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, fullest extent authorized or permitted by any determination shall be made under amendments to or replacements of the procedures, and subject to DGCL adopted after the presumptions, set forth in Sections 6 and 7 date of this AgreementAgreement that increase the extent to which a corporation may indemnify its officers and directors and persons serving in certain other capacities at the request of a corporation.
Appears in 1 contract
Sources: Indemnification Agreement (Delek US Holdings, Inc.)
Additional Indemnification. In addition (a) Notwithstanding any limitation in Sections 2, 3 or 4, the Company shall indemnify Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer applicable law if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoingCompany to procure a judgment in its favor) against all Expenses, State Auto shall not be obligated under this Agreement to provide indemnification to the Executive Officer judgments, fines and amounts paid in the following situations:
(a) In settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with the Proceeding or any Proceeding in which a court of competent jurisdiction determinesclaim, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest issue or willfully wrongful;matter therein.
(b) In connection with any Proceeding in which a court For purposes of competent jurisdiction determinesSection 6(a), in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL;
(d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the phrase “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated fullest extent permitted by the Executive Officerapplicable law” shall include, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unlessbut not be limited to:
(i) The Proceeding is brought the fullest extent permitted by the Executive Officer to enforce any provision of the Executive Officer’s rights under this Agreement DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to collect money due under this Agreement;or replacement of the DGCL; and
(ii) The Board the fullest extent authorized or permitted by any amendments to or replacements of the Proceeding DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.
(c) If the Indemnitee is entitled under any provision of this Agreement or any part otherwise to indemnification or advancement of Expenses by the Company for a portion, but not all, of any Proceeding) prior to its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant indemnification or Expenses incurred by or owing to the powers vested in State Auto under applicable law. As applicableIndemnitee, any determination the Company shall be made under the procedures, and subject indemnify or advance Expenses to the presumptionsIndemnitee, set forth in Sections 6 and 7 of this Agreementas the case may be, for the portion thereof to which Indemnitee is entitled.
Appears in 1 contract
Additional Indemnification. In addition (a) Notwithstanding any limitation in Sections 2, 3, or 4, the Company shall indemnify Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or applicable law if Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the name or right of State Auto)the Company to procure a judgment in its favor) against all Liabilities and Expenses suffered or incurred by Indemnitee in connection with such Proceeding:
i. to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL, and
ii. to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.
(b) Notwithstanding any provision in this Agreement, the foregoing, State Auto Company shall not be obligated under this Agreement to provide make any indemnification to the Executive Officer in the following situations:
(a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;
(b) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;
(c) In connection with any Proceeding in which the only liability asserted claim made against the Executive Officer is pursuant to section 1701.95 of the OCL;
(d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with Indemnitee for an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer Indemnitee of securities of State Auto the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law;
(f; provided, however, that this Section 6(b) With respect shall not negate Indemnitee’s right to the advancement of Expenses unless and to the extent that the Company reasonably determines that Indemnitee violated Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws and must disgorge profits in connection with such violation; further provided, however, that notwithstanding anything to the contrary stated or implied in this Section, indemnification pursuant to this Agreement relating to any conduct Proceeding against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless:
(i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement;
(ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, Company pursuant to the powers vested provisions of Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws shall not be prohibited if Indemnitee ultimately establishes in State Auto any a final, non-appealable judgment, by a court of competent jurisdiction, that no recovery of such profits from Indemnitee is permitted under applicable law. As applicableSection 16(b) of the Exchange Act or similar provisions of any federal, any determination shall be made under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this Agreementstate or local laws.
Appears in 1 contract
Additional Indemnification. In addition (a) Notwithstanding any limitation in Sections 3, 4, or 5, the Company shall indemnify Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or law if Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto)the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding. Notwithstanding the foregoing, State Auto No indemnity shall not be obligated made under this Agreement to provide indemnification Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Executive Officer Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the following situations:
(a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;law.
(b) In Notwithstanding any limitation in Sections 3, 4, 5 or 7(a), the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;Proceeding.
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 For purposes of the OCL;
(dSections 7(a) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provisionand 7(b), except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) the phrase “to the fullest extent permitted by law” shall include, but not be limited to:
i. to the fullest extent permitted by the provision of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)DGCL that authorizes or contemplates additional indemnification by agreement, or similar provisions the corresponding provision of state statutory law any amendment to or common law;
(f) With respect to any conduct replacement of the Executive Officer that does not directly relate DGCL, and
ii. to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with fullest extent authorized or permitted by any Proceeding (amendments to or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless:
(i) The Proceeding is brought by the Executive Officer to enforce any replacements of the Executive Officer’s rights under DGCL adopted after the date of this Agreement or that increase the extent to collect money due under this Agreement;
(ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to which a corporation may indemnify its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, officers and subject to the presumptions, set forth in Sections 6 and 7 of this Agreementdirectors.
Appears in 1 contract
Additional Indemnification. In addition (a) Except as provided in Section 8, notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or law if Indemnitee is threatened to be made, a party to or participant in is threatened (or reasonably likely to be threatened) to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoingCompany to procure a judgment in its favor) against all Expenses, State Auto shall not be obligated under this Agreement to provide indemnification to the Executive Officer judgments, fines and amounts paid in the following situations:
(a) In settlement actually and reasonably incurred by Indemnitee in connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;Proceeding.
(b) In connection with any Proceeding in which a court For purposes of competent jurisdiction determinesSection 7(a), in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL;
(d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the phrase “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated fullest extent permitted by the Executive Officerlaw” shall include, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unlessbut not be limited to:
(i) The Proceeding is brought to the fullest extent permitted by the Executive Officer to enforce any provision of the Executive Officer’s rights under this Agreement DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to collect money due under this Agreementor replacement of the DGCL or such provision thereof;
(ii) The Board to the fullest extent authorized or permitted by any amendments to or replacements of the Proceeding (or any part DGCL adopted after the date of any Proceeding) prior this Agreement that increase the extent to which a corporation may indemnify its initiationofficers and directors; orand
(iii) State Auto provides if Indemnitee is entitled under any provision of this Agreement to indemnification by the indemnificationCompany for some or a portion of the Expenses, judgments, fines or amounts paid in its sole discretion, pursuant to the powers vested settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in State Auto under applicable law. As applicable, connection with any determination shall be made under the proceduresProceeding, and subject any appeal therefrom but not, however for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses, judgments, fines or amounts paid in settlement to the presumptions, set forth in Sections 6 and 7 of this Agreementwhich Indemnitee is entitled.
Appears in 1 contract
Sources: Indemnification Agreement (Firstcity Financial Corp)
Additional Indemnification. In addition (a) Notwithstanding any limitation in Sections 3, 4, or 5, the Company shall indemnify lndemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or law if Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto)the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding. Notwithstanding the foregoing, State Auto No indemnity shall not be obligated made under this Agreement to provide indemnification Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Executive Officer Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the following situations:
(a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;law.
(b) In Notwithstanding any limitation in Sections 3, 4, 5 or 7(a), the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;Proceeding.
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 For purposes of the OCL;
(dSections 7(a) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provisionand 7(b), except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) the phrase “to the fullest extent permitted by law” shall include, but not be limited to:
i. to the fullest extent permitted by the provision of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)DGCL that authorizes or contemplates additional indemnification by agreement, or similar provisions the corresponding provision of state statutory law any amendment to or common law;
(f) With respect to any conduct replacement of the Executive Officer that does not directly relate DGCL, and
ii. to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with fullest extent authorized or permitted by any Proceeding (amendments to or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless:
(i) The Proceeding is brought by the Executive Officer to enforce any replacements of the Executive Officer’s rights under DGCL adopted after the date of this Agreement or that increase the extent to collect money due under this Agreement;
(ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to which a corporation may indemnify its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, officers and subject to the presumptions, set forth in Sections 6 and 7 of this Agreementdirectors.
Appears in 1 contract
Additional Indemnification. In addition (a) Notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the indemnification provided for in Section 2 of this Agreementfullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Executive Officer Proceeding. In any Proceeding by or on in the Executive Officer’s behalf if, by reason right of the Executive Officer serving as Company to procure a Corporate Fiduciaryjudgment in its favor, the Executive Officer is, Company shall obtain the approval of the Yukon Supreme Court or other court of competent jurisdiction before the Company may indemnify Indemnitee in such action. No indemnity shall be made under this Section 6(a) on account of Indemnitee's conduct which constitutes a breach of Indemnitee's duty of loyalty to the Company or its shareholders or is threatened an act or omission not in good faith or which involves intentional misconduct or a violation of the law.
(b) Notwithstanding any limitation in Sections 3, 4, 5 or 6(a), the Company shall indemnify Indemnitee to be made, the fullest extent permitted by law if Indemnitee is a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto shall not be obligated under this Agreement Company to provide indemnification to the Executive Officer procure a judgment in its favor in the following situations:
(a) In connection with any Proceeding in which a event that the Yukon Supreme Court or other court of competent jurisdiction determinesapproves indemnification relating to such Proceedings) against all Expenses, judgments, fines and amounts paid in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;
(b) In settlement actually and reasonably incurred by Indemnitee in connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;Proceeding.
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 For purposes of the OCL;
(dSections 6(a) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provisionand 6(b), except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does not directly relate phrase "to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated fullest extent permitted by the Executive Officerlaw" shall include, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unlessbut not be limited to:
(i) The Proceeding is brought to the fullest extent permitted by the Executive Officer to enforce any provision of the Executive Officer’s rights under this Agreement Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to collect money due under this Agreement;or replacement of the Act, and
(ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, fullest extent authorized or permitted by any determination shall be made under amendments to or replacements of the procedures, and subject to Act adopted after the presumptions, set forth in Sections 6 and 7 date of this AgreementAgreement that increase the extent to which a corporation may indemnify its officers and directors.
Appears in 1 contract
Sources: Indemnification & Liability (Ironside Technologies Inc)
Additional Indemnification. In addition (a) Notwithstanding any limitation in Sections 3, 4, or 5, the Company shall indemnify Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or law if Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto)the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding. Notwithstanding the foregoing, State Auto No indemnity shall not be obligated made under this Agreement to provide indemnification Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Executive Officer Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the following situations:
(a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;law.
(b) In Notwithstanding any limitation in Sections 3, 4, 5 or 7(a), the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgement in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;Proceeding.
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 For purposes of the OCL;
(dSections 7(a) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provisionand 7(b), except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) the phrase “to the fullest extent permitted by law” shall include, but not be limited to:
i. to the fullest extent permitted by the provision of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)OGCL that authorizes or contemplates additional indemnification by agreement, or similar provisions the corresponding provision of state statutory law any amendment to or common law;
(f) With respect to any conduct replacement of the Executive Officer that does not directly relate OGCL, and
ii. to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with fullest extent authorized or permitted by any Proceeding (amendments to or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless:
(i) The Proceeding is brought by the Executive Officer to enforce any replacements of the Executive Officer’s rights under OGCL adopted after the date of this Agreement or that increase the extent to collect money due under this Agreement;
(ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to which a corporation may indemnify its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, officers and subject to the presumptions, set forth in Sections 6 and 7 of this Agreementdirectors.
Appears in 1 contract
Sources: Indemnification Agreement (Oglebay Norton Co /Ohio/)
Additional Indemnification. In addition (a) The Company agrees, as set forth in this Section 6, to indemnify Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification provided for in Section 2 may not be specifically authorized by the Company’s articles of incorporation, the Company’s bylaws, the Act or the other provisions of this Agreement. Accordingly, State Auto notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or law if Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (Proceeding, including a Proceeding by or in the right of State Auto)the Company to procure a judgment in its favor, against all judgments, fines, amounts paid in settlement and Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. Notwithstanding the foregoing, State Auto No indemnity shall not be obligated made under this Agreement to provide indemnification Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Executive Officer Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the following situations:
(a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;law.
(b) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL;
(d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning For purposes of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”6(a), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does not directly relate “to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated fullest extent permitted by the Executive Officerlaw” includes, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unlessbut is not limited to:
(i) The Proceeding is brought to the fullest extent permitted by the Executive Officer to enforce any provision of the Executive Officer’s rights under this Agreement Act that authorizes or contemplates additional indemnification by agreement or the corresponding provision of any amendment to collect money due under this Agreement;or replacement of the Act, and
(ii) The Board to the fullest extent authorized or permitted by any amendments to or replacements of the Proceeding (or any part Act adopted after the date of any Proceeding) prior this Agreement that increase the extent to which a corporation may indemnify its initiation; orofficers and directors.
(iiic) State Auto provides the indemnificationThe Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in its sole discretionconnection with a Proceeding, pursuant to as a non-party witness by reason of the powers vested in State Auto under applicable law. As applicable, any determination shall be made under fact that Indemnitee is or was a director or officer of the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this AgreementCompany.
Appears in 1 contract
Additional Indemnification. In addition (a) Notwithstanding any limitation in Sections 3, 4, or 5, the Company shall indemnify Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or applicable law if Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoingCompany to procure a judgment in its favor) against all Expenses, State Auto judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding; provided, however, that the Company shall have the right to consent to any settlement, which consent shall not be obligated unreasonably withheld. No indemnity shall be made under this Agreement to provide indemnification Section 7(a) on account of Indemnitee's conduct which constitutes a breach of Indemnitee's duty of loyalty to the Executive Officer Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the following situations:
(a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;law.
(b) In Notwithstanding any limitation in Sections 3, 4, 5 or 7(a), the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgement in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with any Proceeding in which a court of competent jurisdiction determinesthe Proceeding; provided, in a final adjudication from which there is no further right of appealhowever, that indemnification under the specific circumstances would Company shall have the right to consent to any settlement, which consent shall not be unlawful;unreasonably withheld.
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 For purposes of the OCL;
(dSections 7(a) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provisionand 7(b), except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) the phrase "to the fullest extent permitted by applicable law" shall include, but not be limited to:
i. to the fullest extent permitted by the provision of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)DGCL that authorizes or contemplates additional indemnification by agreement, or similar provisions the corresponding provision of state statutory law any amendment to or common law;
(f) With respect to any conduct replacement of the Executive Officer that does not directly relate DGCL, and
ii. to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with fullest extent authorized or permitted by any Proceeding (amendments to or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless:
(i) The Proceeding is brought by the Executive Officer to enforce any replacements of the Executive Officer’s rights under DGCL adopted after the date of this Agreement or that increase the extent to collect money due under this Agreement;
(ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to which a corporation may indemnify its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, officers and subject to the presumptions, set forth in Sections 6 and 7 of this Agreementdirectors.
Appears in 1 contract
Additional Indemnification. In addition (a) The Company agrees, as set forth in this Section 6(a), to indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification provided for in Section 2 may not be specifically authorized by Articles, the Bylaws, the Act or the other provisions of this Agreement. Accordingly, State Auto notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or law if Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto)the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding. Notwithstanding the foregoing, State Auto No indemnity shall not be obligated made under this Agreement to provide indemnification Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Executive Officer Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the following situations:
(a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;law.
(b) In connection with any Proceeding in which a court For purposes of competent jurisdiction determinesSections 6(a), in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL;
(d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the phrase “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated fullest extent permitted by the Executive Officerlaw” shall include, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unlessbut not be limited to:
(i) The Proceeding is brought to the fullest extent permitted by the Executive Officer to enforce any provision of the Executive Officer’s rights under this Agreement Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to collect money due under this Agreement;or replacement of the Act, and
(ii) The Board to the fullest extent authorized or permitted by any amendments to or replacements of the Proceeding (or any part Act adopted after the date of any Proceeding) prior this Agreement that increase the extent to which a corporation may indemnify its initiation; orofficers and directors.
(iiic) State Auto provides the indemnificationThe Company agrees to indemnify Indemnitee for Expenses if Indemnitee is called, in its sole discretionconnection with a Proceeding, pursuant to as a non-party witness by reason of the powers vested in State Auto under applicable law. As applicable, any determination shall be made under fact that Indemnitee is or was a director or officer of the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this AgreementCompany.
Appears in 1 contract
Sources: Indemnification Agreement (Stancorp Financial Group Inc)
Additional Indemnification. In addition (a) Notwithstanding any limitation in Sections 3, 4, or 5, ▇▇▇▇▇▇ US shall indemnify Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as law if Indemnitee is a Corporate Fiduciary, the Executive Officer is, party to or is threatened to be made, made a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoingCompany or ▇▇▇▇▇▇ US to procure a judgment in its favor) against all Expenses, State Auto shall not be obligated under this Agreement to provide indemnification to the Executive Officer judgments, fines, liabilities, losses, damages and amounts paid in the following situations:
(a) In settlement actually and reasonably incurred by Indemnitee in connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;Proceeding.
(b) In connection with any Proceeding in which a court For purposes of competent jurisdiction determinesSection 7(a), in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL;
(d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the phrase “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated fullest extent permitted by the Executive Officerlaw” shall include, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unlessbut not be limited to:
(i) The Proceeding is brought to the fullest extent permitted by the Executive Officer provisions of Delaware General Corporation Law (the “DGCL”) that authorize, permit or contemplate additional indemnification by agreement, court action or the corresponding provision of any amendment to enforce any or replacement of the Executive Officer’s rights under this Agreement DGCL or to collect money due under this Agreementsuch provisions thereof;
(ii) The Board authorized to the Proceeding (fullest extent permitted by the provisions of the Articles that authorize, permit or any part contemplate additional indemnification by agreement, court action or the corresponding provision of any Proceeding) prior amendment to its initiation; oror replacement of the Articles or such provisions thereof;
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicablefullest extent permitted by the provisions of Irish law that authorize, permit or contemplate additional indemnification by agreement, court action or the corresponding provision of any determination shall be made under the procedures, and subject amendment to or replacement of Irish law or such provisions thereof; and
(iv) to the presumptionsfullest extent authorized or permitted by any amendments to or replacements of the DGCL or Irish law (or such successor law), set forth in Sections 6 and 7 Articles or agreement or court action adopted, entered into or that are adjudicated after the date of this AgreementAgreement that increase the extent to which a company may indemnify its directors, secretaries, officers and executives.
Appears in 1 contract
Sources: Indemnification Agreement (Willis Group Holdings LTD)
Additional Indemnification. In addition to the indemnification provided for (a) Notwithstanding any limitation in Section 2 of this Agreement4 or 5, State Auto the Corporation shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid Indemnitee to the fullest extent permitted by law in settlement actually and reasonably incurred by accordance with the Executive Officer or on provisions of this Section 9(a) if the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoingCorporation to procure a judgment in its favor) involving a claim against the Indemnitee for breach of fiduciary duty by the Indemnitee, State Auto against any judgments and all Expenses actually and reasonably incurred by the Indemnitee in connection with such Proceeding, except that the Corporation shall not be obligated make any indemnity under this Agreement to provide indemnification to the Executive Officer in the following situations:
(a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;
(b) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL;
(d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless:9(a):
(i) The Proceeding is brought by the Executive Officer to enforce any on account of the Executive Officer’s rights under this Agreement Indemnitee's conduct that constitutes a breach of the Indemnitee's duty of loyalty to the Corporation or to collect money due under this Agreementits shareholders;
(ii) The Board authorized on account of the Proceeding (Indemnitee's acts or any part omissions not in good faith, intentional misconduct, knowing violations of any Proceeding) prior to its initiationlaw, fraud or deliberately dishonest conduct; or
(iii) State Auto provides if a final decision by a court having jurisdiction in the indemnificationmatter determines that such indemnification is unlawful.
(b) Notwithstanding any limitation in Section 4, in its sole discretion5 or 9(a), pursuant the Corporation shall indemnify the Indemnitee with respect to any Proceeding against Expenses, judgments and fines to the powers vested in State Auto fullest extent permitted by the Act, including the nonexclusivity provision of ORS 670.414 and including any amendments to the Act adopted after the date hereof that may increase the extent to which a corporation may indemnify its officers and directors.
(c) The indemnification provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may be entitled under applicable law. As applicablethe Articles, the Bylaws, any determination other agreement, any vote of shareholders or directors, the Act, or otherwise, both as to action in the Indemnitee's official capacity and as to action in another capacity while holding such office. The indemnification under this Agreement shall continue as to the Indemnitee even though the Indemnitee may have ceased to be made under a director or officer and shall inure to the proceduresbenefit of the heirs, executors, administrators, and subject to personal representatives of the presumptions, set forth in Sections 6 and 7 of this AgreementIndemnitee.
Appears in 1 contract
Sources: Indemnification Agreement (Oregon Baking Co Dba Marsee Baking)
Additional Indemnification. In addition (a) Notwithstanding any limitation in Sections 3, 4, or 5, the Company shall indemnify Indemnitee to the indemnification provided for in Section 2 of this Agreementfullest extent permitted by law if Indemnitee was, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto)the Company or the Predecessor Company, as applicable, to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding. Notwithstanding the foregoing, State Auto No indemnity shall not be obligated made under this Agreement to provide indemnification Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Executive Officer Company or its stockholders or the Predecessor Company or its equity owners, as applicable, or is an act or omission not in Good Faith or which involves intentional misconduct or a knowing violation of the following situations:
(a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;law.
(b) In Notwithstanding any limitation in Sections 3, 4, 5 or 7(a), the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee was, is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company or the Predecessor Company, as applicable, to procure a judgment in its favor) against all Expenses incurred by Indemnitee in connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;Proceeding.
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 For purposes of the OCL;
(dSections 7(a) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provisionand 7(b), except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the phrase “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated fullest extent permitted by the Executive Officerlaw” shall include, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unlessbut not be limited to:
(i) The Proceeding is brought to the fullest extent permitted by the Executive Officer to enforce any provision of the Executive Officer’s rights under this Agreement DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to collect money due under this Agreement;or replacement of the DGCL, and
(ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, fullest extent authorized or permitted by any determination shall be made under amendments to or replacements of the procedures, and subject to DGCL adopted after the presumptions, set forth in Sections 6 and 7 date of this AgreementAgreement that increases the extent to which a corporation may indemnify its officers and directors.
Appears in 1 contract
Additional Indemnification. In addition (a) Without limiting any right that the Indemnitee may have pursuant to Section 2 hereof, the Charter, the By-Laws, the DGCL, any policy of insurance or otherwise, but subject to the indemnification provided limitations on the maximum permissible indemnity that may exist under applicable law at the time of any request for in indemnity hereunder determined as contemplated by Section 2 of this Agreement3(a) hereof, State Auto the Company shall indemnify the Executive Officer Indemnitee against all Expensesany amount that he is or becomes legally obligated to pay relating to or arising out of any claim made against him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which he commits, suffers, permits or acquiesces in while acting in his capacity as a director [and/or officer] of the Company, or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments that the Company is obligated to make pursuant to this Section 3 shall include without limitation judgments, penaltiesliabilities, fines, excise taxes and amounts paid in settlement actually as settlements, costs and reasonably incurred by expenses, of legal actions, suits or proceedings and appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto Company shall not be obligated under this Agreement Section 3(a) to provide indemnification to make any payment in connection with any claim against the Executive Officer in the following situationsIndemnitee:
(ai) In connection with to the extent of any Proceeding in which a court of competent jurisdiction determines, fine or similar governmental imposition that the Company is prohibited by applicable law from paying that results in a final adjudication from which there is no further right of appealfinal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;nonappealable order; or
(bii) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL;
(d) To the extent payment has actually been made based upon or attributable to or on behalf of the Executive Officer under any insurance policy or other indemnity provisionIndemnitee gaining in fact a personal profit to which he was not legally entitled, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of including without limitation profits made from the purchase and sale (or sale and purchase) by the Executive Officer Indemnitee of equity securities of State Auto within the meaning of Company that are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended (and profits arising from transactions in publicly traded securities of the “Company that were effected by the Indemnitee in violation of Section 10(b) of the Securities Exchange Act”)Act of 1934, or similar provisions including Rule 10b-5 promulgated thereunder. The determination of state statutory law or common law;whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be required to, be made in accordance with Section 4(a) hereof. If that determination is so made, it shall be binding upon the Company and the Indemnitee for all purposes.
(fb) With respect to Expenses (including without limitation attorneys’ fees) incurred by Indemnitee in defending any conduct actual or threatened civil or criminal action, suit or proceeding shall be paid by the Company in advance of the Executive Officer that does not directly relate to the Executive Officer’s services final disposition thereof as a Corporate Fiduciary; or
(gauthorized in accordance with Section 4(b) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless:
(i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement;
(ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this Agreementhereof.
Appears in 1 contract
Additional Indemnification. In addition (1) Notwithstanding any limitation in Sections 3, 4, or 5, the Company shall indemnify Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or law if Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoingCompany to procure a judgment in its favor) against all Expenses, State Auto shall not be obligated under this Agreement to provide indemnification to the Executive Officer judgments, fines and amounts paid in the following situations:
(a) In settlement actually and reasonably incurred by Indemnitee in connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;
(b) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL;
(d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other Proceeding. No indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless:
(i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement;
(ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, and subject this Section 7(a) on account of Indemnitee's conduct which constitutes a breach of Indemnitee's duty of loyalty to the presumptions, set forth Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
(2) Notwithstanding any limitation in Sections 6 3, 4, 5 or 7(a), the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgement in its favor) against all Expenses, judgments, fines and 7 amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding.
(3) For purposes of Sections 7(a) and 7(b), the meaning of the phrase "to the fullest extent permitted by law" shall include, but not be limited to:
1. to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL, and
2. to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this AgreementAgreement that increase the extent to which a corporation may indemnify its officers and directors.
Appears in 1 contract
Additional Indemnification. In addition (a) Notwithstanding any limitation in Sections 3, 4, or 5, Ensco Delaware shall indemnify Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or applicable law if Indemnitee is threatened to be made, a party to or participant in or is threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoingCompany or Ensco Delaware to procure a judgment in its favor) against all Expenses, State Auto shall not be obligated under this Agreement to provide indemnification to the Executive Officer demands, actions, payments, judgments, fines, liabilities, losses, damages and amounts paid in the following situations:
(a) In settlement actually and reasonably incurred by or on behalf of Indemnitee in connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;Proceeding.
(b) In connection with any Proceeding in which a court For purposes of competent jurisdiction determinesSection 8(a), in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL;
(d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the phrase “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated fullest extent permitted by the Executive Officerapplicable law” shall include, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unlessbut not be limited to:
(i) The Proceeding is brought to the fullest extent permitted by the Executive Officer to enforce any provisions of the Executive Officer’s rights under this Agreement General Corporation Law of the State of Delaware (the “DGCL”) that authorize, permit or contemplate additional indemnification by agreement, court action or the corresponding provision of any amendment to collect money due under this Agreementor replacement of the DGCL or such provisions thereof;
(ii) The Board authorized to the Proceeding (fullest extent permitted by the provisions of the Articles that authorize, permit or any part contemplate additional indemnification by agreement, court action or the corresponding provision of any Proceeding) prior amendment to its initiation; oror replacement of the Articles or such provisions thereof;
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicablefullest extent permitted by the provisions of English law that authorize, permit or contemplate additional indemnification by agreement, court action or the corresponding provision of any determination shall be made under the procedures, and subject amendment to or replacement of English law or such provisions thereof; and
(iv) to the presumptionsfullest extent authorized or permitted by any amendments to or replacements of the DGCL or English law (or such successor law), set forth in Sections 6 and 7 the Articles or the agreement or court action adopted, entered into or that are adjudicated after the date of this AgreementAgreement that increase the extent to which a company may indemnify its directors, secretaries, officers and executives.
Appears in 1 contract
Sources: Indemnification Agreement (Ensco International Inc)
Additional Indemnification. In addition (a) Notwithstanding any limitation in Sections 3, 4, or 5, the Company hereby covenants and agrees to indemnify and hold harmless Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or applicable law if Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Autothe Company to procure a judgment in its favor) against all liabilities, obligations to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to any employee benefit plan), and Liabilities and Expenses incurred by Indemnitee in connection with the Proceeding. Notwithstanding In furtherance and not in limitation of the foregoing, State Auto the Company shall not be obligated under indemnify and hold harmless Indemnitee (i) to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL, and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to provide indemnification to the Executive Officer in the following situations:
(a) In connection with any Proceeding in which a court of competent jurisdiction determineslimited liability company, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest corporation or willfully wrongful;other business enterprise may indemnify its officers and directors.
(b) In Notwithstanding any other provision of this Agreement, and to the fullest extent permitted by applicable law, Indemnitee shall be indemnified for any Expenses associated with Indemnitee’s contemplated or actual departure from the Board of Directors of XpresSpa Group, Inc., including but not limited to, Indemnitee’s legal fees in connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication Indemnitee’s contemplated or actual departure from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;Board.
(c) In Notwithstanding any other provision of this Agreement and notwithstanding any concurrent or ongoing representation of Indemnitee by the Company’s legal counsel, Indemnitee shall be indemnified for any Expenses and legal fees incurred by Indemnitee in connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 litigation or appeal of the OCL;
(d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provisioncase captioned Moreton Binn and M▇▇▇▇▇▇ F, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless:
(i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement;
(ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this Agreement.LLC v.
Appears in 1 contract
Additional Indemnification. In addition (a) Notwithstanding any limitation in Sections 3, 4, or 5, the Company shall indemnify Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or law if Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto)the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding. Notwithstanding the foregoing, State Auto No indemnity shall not be obligated made under this Agreement to provide indemnification Section 7(a) on account of Indemnitee's conduct which constitutes a breach of Indemnitee's duty of loyalty to the Executive Officer Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the following situations:
(a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;law.
(b) In Notwithstanding any limitation in Section 3, 4, 5 or 7(a), the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgement in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;Proceeding.
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 For purposes of the OCL;
(dSections 7(a) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provisionand 7(b), except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does not directly relate phrase "to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated fullest extent permitted by the Executive Officerlaw" shall include, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unlessbut not be limited to:
(i) The Proceeding is brought to the fullest extent permitted by the Executive Officer to enforce any provision of the Executive Officer’s rights under this Agreement Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to collect money due under this Agreement;or replacement of the Act, and
(ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, fullest extent authorized or permitted by any determination shall be made under amendments to or replacements of the procedures, and subject to Act adopted after the presumptions, set forth in Sections 6 and 7 date of this AgreementAgreement that increase the extent to which a corporation may indemnify its officers and directors.
Appears in 1 contract
Sources: Indemnification Agreement (Rudolph Technologies Inc)
Additional Indemnification. In addition (a) Notwithstanding any limitation in Sections 3, 4 or 5, the Corporation shall indemnify Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or law if Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoingCorporation to procure a judgment in its favor) against all Expenses, State Auto judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with such Proceeding, provided that no indemnity shall not be obligated made under this Agreement to provide indemnification Section 6(a) on account of Indemnitee's conduct which constitutes a breach of Indemnitee's duty of loyalty to the Executive Officer Corporation or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the following situations:
(a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;law.
(b) In Notwithstanding any limitation in Sections 3, 4, 5 or 6(a), the Corporation shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Corporation to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;such Proceeding.
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 For purposes of the OCL;
(dSections 6(a) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provisionand 6(b), except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does not directly relate phrase "to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated fullest extent permitted by the Executive Officerlaw" shall include, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless:
but not be limited to: (i) The Proceeding is brought to the fullest extent permitted by the Executive Officer to enforce any provision of the Executive Officer’s rights under this Agreement Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to collect money due under this Agreement;
or replacement of the Act; and (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, fullest extent authorized or permitted by any determination shall be made under amendments to or replacements of the procedures, and subject to Act adopted after the presumptions, set forth in Sections 6 and 7 date of this AgreementAgreement that increase the extent to which a corporation may indemnify its officers and directors.
Appears in 1 contract
Additional Indemnification. In Subject only to the exclusions set forth in Paragraph 4 hereof, and in addition to the indemnification provided for obligations set forth in Section Paragraph 2 of this Agreementhereof, State Auto shall the Corporation hereby further agrees to indemnify the Executive Officer Indemnitee to the fullest extent permitted by law against any and all Expenses, judgments, penalties, fines, excise taxes Litigation Costs and amounts paid in settlement actually and reasonably Losses incurred by the Executive Officer Indemnitee in connection with any Proceeding to which the Indemnitee is, was or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as at any time becomes a Corporate Fiduciary, the Executive Officer isparty, or is threatened to be made, made a party to or participant otherwise becomes involved, by reason of the fact that the Indemnitee is, was or at any time becomes a director, officer, employee or agent of the Corporation, and/or its subsidiaries, or is or was serving or at any time serves at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise; except that the Corporation shall indemnify the Indemnitee in connection with a Proceeding initiated in whole or in part by the Indemnitee (other than any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoing, State Auto shall not be obligated under this Agreement to provide indemnification to the Executive Officer in the following situations:
(a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;
(b) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL;
(d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless:
(i) The Proceeding is brought by the Executive Officer Indemnitee to enforce any of his indemnification rights as provided in Paragraph 10 hereof) only if such Proceeding, or part thereof, was authorized by the Executive Officer’s rights under Board of Directors of the Corporation, or its subsidiaries, or such other corporation, partnership, joint venture, trust or other enterprise, as the case may be. The indemnification provided for in this Agreement or to collect money due under this Agreement;
(ii) The Board authorized the Proceeding (or any part shall not be deemed exclusive of any Proceeding) prior rights to its initiation; or
(iii) State Auto provides which the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall Indemnitee may be made entitled under the proceduresDGCL, and subject to the presumptions, set forth in Sections 6 and 7 of this AgreementCharter Documents or otherwise.
Appears in 1 contract
Sources: Indemnification & Liability (Airnet Communications Corp)
Additional Indemnification. In addition (a) Notwithstanding any limitation in Sections 3, 4, or 5, the Indemnitors shall be jointly and severally liable to indemnify the Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or law if Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto)the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding. Notwithstanding the foregoing, State Auto No indemnity shall not be obligated made under this Agreement Section 7(a) on account of the Indemnitee's conduct which has been adjudicated to provide indemnification constitute a breach of the Indemnitee's duty of loyalty to the Executive Officer Company or its shareholders or an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the following situations:
(a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;law.
(b) In Notwithstanding any limitation in Sections 3, 4, 5 or 7(a), the Indemnitors shall be jointly and severally liable to indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;Proceeding.
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 For purposes of the OCL;
(dSections 7(a) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provisionand 7(b), except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the phrase “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated fullest extent permitted by the Executive Officerlaw” shall include, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unlessbut not be limited to:
(i) The Proceeding is brought to the fullest extent permitted by the Executive Officer to enforce any provision of the Executive Officer’s rights under this Agreement DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to collect money due under this Agreement;or replacement of the DGCL; and
(ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, fullest extent authorized or permitted by any determination shall be made under amendments to or replacements of the procedures, and subject to DGCL adopted after the presumptions, set forth in Sections 6 and 7 date of this AgreementAgreement that increase the extent to which a corporation may indemnify its officers and directors.
Appears in 1 contract
Sources: Indemnification Agreement (Trump Entertainment Resorts, Inc.)
Additional Indemnification. In addition (a) Notwithstanding any limitation in Section 3, 4, or 5, the Company shall indemnify Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or law if Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto)the Company to procure a judgment in its favor) against all Expenses, judgments, fines, and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding. Notwithstanding the foregoing, State Auto No indemnity shall not be obligated made under this Agreement to provide indemnification Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Executive Officer Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the following situations:
(a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;law.
(b) In Notwithstanding any limitation in Section 3, 4, 5, or 6(a), the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;Proceeding.
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 For purposes of the OCL;
(dSections 6(a) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provisionand 6(b), except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the phrase “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated fullest extent permitted by the Executive Officerlaw” shall include, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unlessbut not be limited to:
(i) The Proceeding is brought to the fullest extent permitted by the Executive Officer to enforce any provision of the Executive Officer’s rights under this Agreement Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to collect money due under this Agreement;or replacement of the Act, and
(ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, fullest extent authorized or permitted by any determination shall be made under amendments to or replacements of the procedures, and subject to Act adopted after the presumptions, set forth in Sections 6 and 7 date of this AgreementAgreement that increase the extent to which a corporation may indemnify its officers and directors.
Appears in 1 contract
Additional Indemnification. In addition (a) Notwithstanding any limitation in Sections 3, 4, or 5 hereof or other applicable statutory provision, the Company shall indemnify Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer islaw if Indemnitee is made, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto)the Company to procure a judgment in its favor) against all Losses and Expenses actually and reasonably incurred by Indemnitee in connection with the Proceeding. Notwithstanding the foregoing, State Auto No indemnification shall not be obligated made under this Agreement to provide indemnification Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Executive Officer Company or its investors or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the following situations:
(a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;law.
(b) In connection with For purposes of Sections 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to:
i. to the fullest extent authorized or permitted by the then-applicable provisions of DC Law or other applicable statutory provision, that authorize or contemplate indemnification by agreement, or the corresponding provision of any Proceeding in amendment to or replacement of DC Law or other applicable statutory provision, and
ii. to the fullest extent authorized or permitted by any amendments to or replacements of DC Law or other applicable statutory provision, adopted after the date of this Agreement that increase the extent to which a court of competent jurisdiction determinescorporation limited liability company or partnership, in a final adjudication from which there is no further right of appealas applicable may indemnify its officers, that indemnification under the specific circumstances would be unlawful;directors or persons holding similar fiduciary responsibilities.
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL;
(d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does not directly relate Indemnitee shall be entitled to the Executive Officer’s services as a Corporate Fiduciary; or
prompt payment of all Expenses reasonably incurred in enforcing successfully (gfully or partially) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless:
(i) The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights under this Agreement or to collect money due under this Agreement;
(ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this Agreement.
Appears in 1 contract
Sources: Director's Indemnification Agreement (Federal Agricultural Mortgage Corp)
Additional Indemnification. In addition (a) Notwithstanding any limitation in Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or applicable law if Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoingCompany to procure a judgment in its favor) against all Expenses, State Auto judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect to such Expenses, judgments, fines, penalties and amounts paid in settlement) incurred by Indemnitee in connection with the Proceeding; provided, however, that the Company shall have the right to consent to any settlement, which consent shall not be obligated unreasonably withheld. No indemnity shall be made under this Agreement to provide indemnification Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Executive Officer Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the following situations:
(a) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;law.
(b) In connection with any Proceeding in which a court For purposes of competent jurisdiction determinesSection 7(a), in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL;
(d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the phrase “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated fullest extent permitted by the Executive Officerapplicable law” shall include, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless:
but not be limited to: (i) The Proceeding is brought to the fullest extent permitted by the Executive Officer to enforce any provision of the Executive Officer’s rights under this Agreement DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to collect money due under this Agreement;
or replacement of the DGCL; and (ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, fullest extent authorized or permitted by any determination shall be made under amendments to or replacements of the procedures, and subject to DGCL adopted after the presumptions, set forth in Sections 6 and 7 date of this AgreementAgreement that increase the extent to which a corporation may indemnify its officers and directors and persons serving in certain other capacities at the request of a corporation.
Appears in 1 contract
Sources: Indemnification Agreement (Medidata Solutions, Inc.)
Additional Indemnification. In addition a. Notwithstanding any limitation in Sections 3, 4 or 5, the Corporation shall indemnify Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or law if Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoingCorporation to procure a judgment in its favor) against all reasonable Expenses, State Auto judgments, fines and amounts paid in settlement by Indemnitee in connection with such Proceeding; provided that no indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Corporation or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
b. For purposes of Section 6(a) the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be obligated under limited to:
i. to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act; and
ii. to the fullest extent authorized or permitted by any amendments to or replacements of the Act adopted after the date of this Agreement that increase the extent to provide indemnification to the Executive Officer in the following situations:
(a) In connection with any Proceeding in which a court of competent jurisdiction determinescorporation may indemnify its officers and directors.
c. If the indemnification provided in Sections 3, 4 and 5 is unavailable in a final adjudication from which there is no further right of appealwhole or in part and may not be paid to Indemnitee for any reason other than those set forth in Section 7, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;
(b) In connection with any Proceeding then in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;
(c) In connection with respect to any Proceeding in which the only liability asserted against the Executive Officer Corporation is pursuant to section 1701.95 of the OCL;
(d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except jointly liable with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale Indemnitee (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”would be if joined in such Proceeding), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In fullest extent permissible under applicable law, the Corporation, in lieu of indemnifying and holding harmless Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for Expenses, judgments, decisions of arbitrators, fines, penalties, and/or amounts paid or to be paid in settlement, in connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless:
(i) The Proceeding is brought by the Executive Officer without requiring Indemnitee to enforce any of the Executive Officer’s rights under this Agreement or contribute to collect money due under this Agreement;
(ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the proceduressuch payment, and subject to the presumptions, set forth in Sections 6 Corporation hereby waives and 7 relinquishes any right of this Agreementcontribution it may have at any time against Indemnitee.
Appears in 1 contract
Additional Indemnification. In addition (a) Notwithstanding any limitation in Sections 2, 3 or 4, the Company shall indemnify Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer applicable law if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoingCompany to procure a judgment in its favor) against all Expenses, State Auto shall not be obligated under this Agreement to provide indemnification to the Executive Officer judgments, fines and amounts paid in the following situations:
(a) In settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with the Proceeding or any Proceeding in which a court of competent jurisdiction determinesclaim, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest issue or willfully wrongful;matter therein.
(b) In connection with any Proceeding in which a court For purposes of competent jurisdiction determinesSection 6(a), in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;
(c) In connection with any Proceeding in which the only liability asserted against the Executive Officer is pursuant to section 1701.95 of the OCL;
(d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the phrase “Exchange Act”), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated fullest extent permitted by the Executive Officerapplicable law” shall include, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unlessbut not be limited to:
(i) The Proceeding is brought the fullest extent permitted by the Executive Officer to enforce any provision of the Executive Officer’s rights under this Agreement NGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to collect money due under this Agreement;or replacement of the NGCL; and
(ii) The Board the fullest extent authorized or permitted by any amendments to or replacements of the Proceeding NGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.
(c) If the Indemnitee is entitled under any provision of this Agreement or any part otherwise to indemnification or advancement of Expenses by the Company for a portion, but not all, of any Proceeding) prior to its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant indemnification or Expenses incurred by or owing to the powers vested in State Auto under applicable law. As applicableIndemnitee, any determination the Company shall be made under the procedures, and subject indemnify or advance Expenses to the presumptionsIndemnitee, set forth in Sections 6 and 7 of this Agreementas the case may be, for the portion thereof to which Indemnitee is entitled.
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Additional Indemnification. In addition a. Notwithstanding any limitation in Sections 3, 4 or 5, the Corporation shall indemnify Indemnitee to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or law if Indemnitee is threatened to be made, a party to or participant in threatened to be made a party to any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoingCorporation to procure a judgment in its favor) against all reasonable Expenses, State Auto judgments, fines and amounts paid in settlement by Indemnitee in connection with such Proceeding, provided that no indemnity shall be made under this Section 6(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Corporation or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
b. For purposes of Section 6(a) the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be obligated under limited to:
i. to the fullest extent permitted by the provision of the Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Act, and
ii. to the fullest extent authorized or permitted by any amendments to or replacements of the Act adopted after the date of this Agreement that increase the extent to provide indemnification to the Executive Officer in the following situations:
(a) In connection with any Proceeding in which a court of competent jurisdiction determinescorporation may indemnify its officers and directors.
c. If the indemnification provided in Sections 3, 4 and 5 is unavailable in a final adjudication from which there is no further right of appealwhole or in part and may not be paid to Indemnitee for any reason other than those set forth in Section 7, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;
(b) In connection with any Proceeding then in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;
(c) In connection with respect to any Proceeding in which the only liability asserted against the Executive Officer Corporation is pursuant to section 1701.95 of the OCL;
(d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except jointly liable with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale Indemnitee (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”would be if joined in such Proceeding), or similar provisions of state statutory law or common law;
(f) With respect to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In fullest extent permissible under applicable law, the Corporation, in lieu of indemnifying and holding harmless Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for Expenses, judgments, decisions of arbitrators, fines, penalties, and/or amounts paid or to be paid in settlement, in connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless:
(i) The Proceeding is brought by the Executive Officer without requiring Indemnitee to enforce any of the Executive Officer’s rights under this Agreement or contribute to collect money due under this Agreement;
(ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under the proceduressuch payment, and subject to the presumptions, set forth in Sections 6 Corporation hereby waives and 7 relinquishes any right of this Agreementcontribution it may have at any time against Indemnitee.
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Additional Indemnification. In addition (a) Notwithstanding any limitation in Sections 3 or 4, the Corporation shall indemnify Indemnitee in accordance with the provisions of this Section 8(a) to the indemnification provided for in Section 2 of this Agreement, State Auto shall indemnify the Executive Officer against all Expenses, judgments, penalties, fines, excise taxes and amounts paid in settlement actually and reasonably incurred fullest extent permitted by the Executive Officer law if Indemnitee is party to or on the Executive Officer’s behalf if, by reason of the Executive Officer serving as a Corporate Fiduciary, the Executive Officer is, or is threatened to be made, made a party to or participant in any Proceeding (including a Proceeding by or in the right of State Auto). Notwithstanding the foregoingCorporation to procure a judgment in its favor) involving a claim against Indemnitee for breach of fiduciary duty by Indemnitee against all Expenses, State Auto judgments and fines actually and reasonably incurred by Indemnitee in connection with such Proceeding, provided that no indemnity shall not be obligated made under this Agreement to provide indemnification Section 8(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Executive Officer Corporation or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the following situations:
law or with respect to an unlawful distribution under Oregon Revised Statutes (a“ORS”) In connection with any Proceeding in which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that the Executive Officer’s actions were knowingly fraudulent, deliberately dishonest or willfully wrongful;60.367.
(b) In Notwithstanding any limitation in Sections 3, 4 or 8(a), the Corporation shall indemnify Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Corporation to procure a judgment in its favor) against all Expenses, judgments and fines actually and reasonably incurred by Indemnitee in connection with such Proceeding to the fullest extent permitted by the Act, including the nonexclusivity provision of ORS 60.414(1) and any Proceeding in successor provision and including any amendments to the Act adopted after the date hereof that may increase the extent to which a court of competent jurisdiction determines, in a final adjudication from which there is no further right of appeal, that indemnification under the specific circumstances would be unlawful;corporation may indemnify its directors and officers.
(c) In connection with The indemnification provided by this Agreement shall not be deemed exclusive of any Proceeding in other rights to which Indemnitee may be entitled under the only liability asserted against Articles, the Executive Officer is pursuant to section 1701.95 Corporation’s Bylaws, any other agreement, any vote of shareholders or directors, the OCL;
(d) To the extent payment has actually been made to or on behalf of the Executive Officer under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
(e) In connection with an accounting of profits made from the purchase and sale (or sale and purchase) by the Executive Officer of securities of State Auto within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law otherwise, both as to action in Indemnitee’s official capacity or common law;
(f) With respect as to any conduct of the Executive Officer that does not directly relate to the Executive Officer’s services as a Corporate Fiduciary; or
(g) In connection with any Proceeding (or any part of any Proceeding) initiated by the Executive Officer, including any Proceeding (or any part of any Proceeding) initiated by the Executive Officer against State Auto or other Corporate Fiduciaries, unless:
(i) action in another capacity while holding such office. The Proceeding is brought by the Executive Officer to enforce any of the Executive Officer’s rights indemnification under this Agreement shall continue as to Indemnitee even though Indemnitee may have ceased to be a director or to collect money due under this Agreement;
(ii) The Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation; or
(iii) State Auto provides the indemnification, in its sole discretion, pursuant officer and shall inure to the powers vested in State Auto under applicable law. As applicable, any determination shall be made under benefit of the procedures, heirs and subject to the presumptions, set forth in Sections 6 and 7 personal representatives of this AgreementIndemnitee.
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Sources: Indemnification Agreement (Metro One Telecommunications Inc)