Common use of Claims Initiated by the Indemnitee Clause in Contracts

Claims Initiated by the Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the General Corporation Law of Delaware or (iv) the proceeding is brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145;

Appears in 3 contracts

Sources: Indemnity Agreement (DT Credit Company, LLC), Indemnity Agreement (DT Acceptance Corp), Indemnity Agreement (Grand Canyon Education, Inc.)

Claims Initiated by the Indemnitee. To The Company shall not be obligated pursuant to the terms of this Agreement to indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the General Corporation Law of Delaware or (iv) the proceeding is brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145;.

Appears in 3 contracts

Sources: Indemnity Agreement (Bristow Group Inc), Indemnity Agreement (Bristow Group Inc), Indemnity Agreement (Offshore Logistics Inc)

Claims Initiated by the Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, unless unless: (i) such indemnification is expressly required to be made by law, ; (ii) the proceeding was authorized by the Board, ; (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the General Corporation Corporate Law of Delaware Delaware; or (iv) the proceeding is brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145.;

Appears in 1 contract

Sources: Indemnity Agreement (Edgewater Technology Inc/De/)

Claims Initiated by the Indemnitee. To indemnify or advance expenses Expenses to the Indemnitee with respect to proceedings Proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding Proceeding was authorized by the BoardBoard of Directors of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the General Corporation Law of Delaware Act; or (iv) the proceeding Proceeding is brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145;law; or

Appears in 1 contract

Sources: Indemnification Agreement (Apac Customer Service Inc)

Claims Initiated by the Indemnitee. To indemnify or to advance expenses Expenses to the Indemnitee with respect to proceedings Proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification or advancement of Expenses under this Agreement, unless (i) such indemnification is expressly required the Board authorized the Proceeding (or the relevant part of the Proceeding) prior to be made by lawits initiation, (ii) the proceeding was authorized by Company provides the Board, (iii) such indemnification is provided by the Companyindemnification, in its sole discretion, pursuant to the powers vested in the Company under the General Corporation Law of Delaware applicable law or (iviii) the proceeding is brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145by applicable law;

Appears in 1 contract

Sources: Indemnification Agreement (Cephalon Inc)