Limitations on Additional Indemnity. No indemnity pursuant to Section 2 hereof shall be paid by the Corporation: (a) on account of any claim against Agent solely for an accounting of profits made by Agent in violation of Section 16 of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent’s conduct that is established by a final judgment as constituting a breach of Agent’s duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the GCL, or (iv) the proceeding is initiated pursuant to Section 8 hereof.
Appears in 9 contracts
Sources: Employment Agreement (Ubroadcast, Inc.), Employment Agreement (Ubroadcast, Inc.), Employment Agreement (Ubroadcast, Inc.)
Limitations on Additional Indemnity. No indemnity pursuant to Section 2 hereof shall be paid by the Corporation:
(a) on account of any claim against Agent solely for an accounting of profits made by Agent in violation of Section 16 of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;
(b) on account of Agent’s 's conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct;
(c) on account of Agent’s 's conduct that is established by a final judgment as constituting a breach of Agent’s 's duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled;
(d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement;
(e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or
(f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the GCLCode, or (iv) the proceeding is initiated pursuant to Section 8 hereof.
Appears in 5 contracts
Sources: Indemnification Agreement (AirRover Wi-Fi Corp.), Indemnification Agreement (AirRover Wi-Fi Corp.), Indemnification Agreement (AirRover Wi-Fi Corp.)
Limitations on Additional Indemnity. No indemnity pursuant to Section 2 3 hereof shall be paid by the CorporationCompany:
(a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent in violation of securities of the Company pursuant to the provisions of Section 16 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;
(b) on account of Agent’s 's conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct;
(c) on account of Agent’s 's conduct that is established by a final judgment as constituting constituted a breach of Agent’s 's duty of loyalty to the Corporation Company or resulting resulted in any personal profit or advantage to which Agent was not legally entitled;
(d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement;
(e) if indemnification is not lawful (and, in this respect, both the Corporation Company and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or
(f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation Company or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the CorporationCompany, (iii) such indemnification is provided by the CorporationCompany, in its sole discretion, pursuant to the powers vested in the Corporation Company under the GCLCode, or (iv) the proceeding is initiated pursuant to Section 8 9 hereof.
Appears in 5 contracts
Sources: Indemnification Agreement (Continuus Software Corp /Ca), Indemnification Agreement (Signal Pharmaceuticals Inc), Indemnification Agreement (Leap Wireless International Inc)
Limitations on Additional Indemnity. No indemnity pursuant to Section 2 3 hereof shall be paid by the Corporation:
(a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent in violation of securities of the Corporation pursuant to the provisions of Section 16 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;
(b) on account of Agent’s 's conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct;
(c) on account of Agent’s 's conduct that is established by a final judgment as constituting constituted a breach of Agent’s 's duty of loyalty to the Corporation or resulting resulted in any personal profit or advantage to which Agent was not legally entitled;
(d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement;
(e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or
(f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the GCL, or (iv) the proceeding is initiated pursuant to Section 8 hereof.the
Appears in 4 contracts
Sources: Indemnification Agreement (Eloquent Inc), Indemnification Agreement (Coinstar Inc), Indemnification Agreement (Ribogene Inc / Ca/)
Limitations on Additional Indemnity. No indemnity pursuant to Section 2 3 hereof shall be paid by the Corporation:
(a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent in violation of securities of the Corporation pursuant to the provisions of Section 16 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;
(b) on account of Agent’s 's conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct;
(c) on account of Agent’s 's conduct that is established by a final judgment as constituting constituted a breach of Agent’s 's duty of loyalty to the Corporation or resulting resulted in any personal profit or advantage to which Agent was not legally entitled;
(d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement;
(e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or
(f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the GCL, or (iv) the proceeding is initiated pursuant to Section 8 hereof.other
Appears in 4 contracts
Sources: Indemnification Agreement (Quantum Effect Devices Inc), Indemnification Agreement (Organicnet Inc), Indemnification Agreement (Repeater Technologies Inc)
Limitations on Additional Indemnity. No indemnity pursuant to Section 2 3 hereof shall be paid by the Corporation:
(a) on account of any claim against Agent solely for an accounting of profits made by Agent in violation of Section 16 of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;
(b) on account of Agent’s 's conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct;
(c) on account of Agent’s 's conduct that is established by a final judgment as constituting a breach of Agent’s 's duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled;
(d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement;
(e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or
(f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the GCLCode, or (iv) the proceeding is initiated pursuant to Section 8 9 hereof.
Appears in 3 contracts
Sources: Employment Agreement (AirRover Wi-Fi Corp.), Indemnification Agreement (Air-Q Wi-Fi Corp), Indemnification Agreement (Air-Q Wi-Fi Corp)
Limitations on Additional Indemnity. No indemnity pursuant to Section 2 3 hereof shall be paid by the Corporation:
(aA) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent in violation of securities of the Corporation pursuant to the provisions of Section 16 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;
(bB) on account of Agent’s 's conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct;
(cC) on account of Agent’s 's conduct that is established by a final judgment as constituting constituted a breach of Agent’s 's duty of loyalty to the Corporation or resulting resulted in any personal profit or advantage to which Agent was not legally entitled;
(dD) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement;
(eE) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or
(fF) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the GCL, or (iv) the proceeding is initiated pursuant to Section 8 hereof.powers
Appears in 3 contracts
Sources: Indemnification Agreement (Be Inc), Indemnification Agreement (Us Search Corp Com), Indemnification Agreement (Clarent Corp/Ca)
Limitations on Additional Indemnity. No indemnity pursuant to Section 2 3 hereof shall be paid by the Corporation:
(a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent in violation of securities of the Corporation pursuant to the provisions of Section 16 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;
(b) on account of Agent’s 's conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct;
(c) on account of Agent’s 's conduct that is established by a final judgment as constituting constituted a breach of Agent’s 's duty of loyalty to the Corporation or resulting resulted in any personal profit or advantage to which Agent was not legally entitled;
(d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement;
(e) if indemnification is not lawful (and, in this respect, both the Corporation and the Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or
(f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the GCLCode, or (iv) the proceeding is initiated pursuant to Section 8 9 hereof.
Appears in 3 contracts
Sources: Indemnification Agreement (Dynamic Materials Corp), Indemnification Agreement (Dynamic Materials Corp), Indemnification Agreement (Opentv Corp)
Limitations on Additional Indemnity. No indemnity pursuant to Section 2 3 hereof shall be paid by the Corporation:
(aA) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent in violation of securities of the Corporation pursuant to the provisions of Section 16 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;
(bC) on account of Agent’s 's conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct;
(cD) on account of Agent’s 's conduct that is established by a final judgment as constituting constituted a breach of Agent’s 's duty of loyalty to the Corporation or resulting resulted in any personal profit or advantage to which Agent was not legally entitled;
(dE) for which payment actually is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement;
(eF) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, therefore is unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or
(fG) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification expressly is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the GCLCode, or (iv) the proceeding is initiated pursuant to Section 8 9 hereof.
Appears in 2 contracts
Sources: Indemnification Agreement (Jato Communications Corp), Indemnification Agreement (Horizon Organic Holding Corp)
Limitations on Additional Indemnity. No indemnity pursuant to Section 2 3 hereof shall be paid by the Corporation:
(a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent in violation of securities of the Corporation pursuant to the provisions of Section 16 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;
(b) on account of Agent’s conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct;
(c) on account of Agent’s conduct that is established by a final judgment as constituting constituted a breach of Agent’s duty of loyalty to the Corporation or resulting resulted in any personal profit or advantage to which Agent was not legally entitled;
(d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement;
(e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or
(f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the GCLDelaware Law, or (iv) the proceeding is initiated pursuant to Section 8 9 hereof.
Appears in 2 contracts
Sources: Indemnity Agreement (Akcea Therapeutics, Inc.), Indemnification Agreement (Isis Pharmaceuticals Inc)
Limitations on Additional Indemnity. No indemnity pursuant to Section 2 hereof shall be paid by the Corporation:
(a) on account of any claim against Agent solely for an accounting of profits made by Agent in violation of Section 16 of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;
(b) on account of Agent’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct;
(c) on account of Agent’s conduct that is established by a final judgment as constituting a breach of Agent’s duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled;
(d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement;
(e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or
(f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the GCLWBCA, or (iv) the proceeding is initiated pursuant to Section 8 hereof.
Appears in 2 contracts
Sources: Indemnification Agreement (Safedox, Inc.), Indemnification Agreement (Safedox, Inc.)
Limitations on Additional Indemnity. No indemnity pursuant to Section 2 3 hereof shall be paid by the Corporation:
(a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent in violation of securities of the Corporation pursuant to the provisions of Section 16 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;
(b) on account of Agent’s conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct;
(c) on account of Agent’s conduct that is established by a final judgment as constituting constituted a breach of Agent’s duty of loyalty to the Corporation or resulting resulted in any personal profit or advantage to which Agent was not legally entitled;
(d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement;
(e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or
(f) in connection with any proceeding Proceeding (or part thereof) initiated by Agent, or any proceeding Proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding Proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the GCLDelaware Law, or (iv) the proceeding Proceeding is initiated pursuant to Section 8 12 hereof.
Appears in 2 contracts
Sources: Indemnification Agreement (Exar Corp), Indemnification Agreement (Exar Corp)
Limitations on Additional Indemnity. No indemnity pursuant to Section 2 3 hereof shall be paid by the Corporation:
(a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent in violation of securities of the Corporation pursuant to the provisions of Section 16 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;
(b) on account of Agent’s 's conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct;
(c) on account of Agent’s 's conduct that is established by a final judgment as constituting constituted a breach of Agent’s 's duty of loyalty to the Corporation or resulting resulted in any personal profit or advantage to which Agent was not legally entitled;
(d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement;
(e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or
(f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the GCL, or (iv) the proceeding is initiated pursuant to Section 8 hereof.other
Appears in 1 contract
Limitations on Additional Indemnity. No indemnity pursuant to Section 2 hereof shall be paid by the CorporationCorporation under this agreement:
(a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent in violation of securities of the Corporation pursuant to the provisions of Section 16 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;
(b) on account of Agent’s conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct;
(c) on account of Agent’s conduct that is established by a final judgment as constituting constituted a breach of Agent’s duty of loyalty to the Corporation or resulting resulted in any personal profit or advantage to which Agent was not legally entitled;
(d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement;
(e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or
(f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the GCLCode, or (iv) the proceeding is initiated pursuant to Section 8 9 hereof.
Appears in 1 contract
Limitations on Additional Indemnity. No indemnity pursuant to Section 2 3 hereof shall be paid by the Corporation:
(aA) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent in violation of securities of the Corporation pursuant to the provisions of Section 16 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;
(bB) on account of Agent’s 's conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct;
(cC) on account of Agent’s 's conduct that is established by a final judgment as constituting constituted a breach of Agent’s 's duty of loyalty to the Corporation or resulting resulted in any personal profit or advantage to which Agent was not legally entitled;
(dD) for which payment actually is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement;
(eE) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, therefore is unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or
(fF) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, executive officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the GCL, or (iv) the proceeding is initiated pursuant to Section 8 hereof.other
Appears in 1 contract
Limitations on Additional Indemnity. No indemnity pursuant to Section 2 3 hereof shall be paid by the CorporationCompany:
(a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent in violation of securities of the Company pursuant to the provisions of Section 16 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;
(b) on account of Agent’s 's conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct;
(c) on account of Agent’s 's conduct that is established by a final judgment as constituting constituted a breach of Agent’s 's duty of loyalty to the Corporation Company or resulting resulted in any personal profit or advantage to which Agent was not legally entitled;
(d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw by-law or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw by-law or agreement;
(e) if indemnification is not lawful (and, in this respect, both the Corporation Company and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or
(f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation Company or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the CorporationCompany, (iii) such indemnification is provided by the CorporationCompany, in its sole discretion, pursuant to the powers vested in the Corporation Company under the GCLCode, or (iv) the proceeding is initiated pursuant to Section 8 9 hereof.
Appears in 1 contract
Limitations on Additional Indemnity. No indemnity pursuant to Section 2 3 hereof shall be paid by the Corporation:
(a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent in violation of securities of the Corporation pursuant to the provisions of Section 16 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;
(bc) on account of Agent’s 's conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct;
(cd) on account of Agent’s 's conduct that is established by a final judgment as constituting constituted a breach of Agent’s 's duty of loyalty to the Corporation or resulting resulted in any personal profit or advantage to which Agent was not legally entitled;
(de) for which payment actually is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement;
(ef) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, therefore is unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or
(fg) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification expressly is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the GCL, or (iv) the proceeding is initiated pursuant to Section 8 hereof.provided
Appears in 1 contract
Limitations on Additional Indemnity. No indemnity pursuant to Section 2 3 hereof shall be paid by the CorporationCompany:
(a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent in violation of securities of the Company pursuant to the provisions of Section 16 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;
(b) on account of Agent’s 's conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct;
(c) on account of Agent’s 's conduct that is established by a final judgment as constituting constituted a breach of Agent’s 's duty of loyalty to the Corporation Company or resulting resulted in any personal profit or advantage to which Agent was not legally entitled;
(d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement;
(e) if indemnification is not lawful (and, in this respect, both the Corporation Company and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or
or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation Company or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the CorporationCompany, (iii) such indemnification is provided by the CorporationCompany, in its sole discretion, pursuant to the powers vested in the Corporation Company under the GCLDelaware Law, or (iv) the proceeding is initiated pursuant to Section 8 9 hereof.
Appears in 1 contract
Sources: Indemnification Agreement (Ionis Pharmaceuticals Inc)
Limitations on Additional Indemnity. No indemnity pursuant to Section 2 3 hereof shall be paid by the Corporation:
(a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent in violation of securities of the Corporation pursuant to the provisions of Section 16 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;
(b) on account of Agent’s 's conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct;
(c) on account of Agent’s 's conduct that is established by a final judgment as constituting constituted a breach of Agent’s 's duty of loyalty to the Corporation or resulting resulted in any personal profit or advantage to which Agent was not legally entitled;
(d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement;
(e) if indemnification is not lawful (and, in this respect, both the Corporation and the Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or
(f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the GCLBVI Law, or (iv) the proceeding is initiated pursuant to Section 8 9 hereof.
Appears in 1 contract
Limitations on Additional Indemnity. No indemnity pursuant to Section 2 3 hereof shall be paid by the Corporation:
(a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent in violation of securities of the Corporation pursuant to the provisions of Section 16 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;
(bc) on account of Agent’s 's conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct;
(cd) on account of Agent’s 's conduct that is established by a final judgment as constituting constituted a breach of Agent’s 's duty of loyalty to the Corporation or resulting resulted in any personal profit or advantage to which Agent was not legally entitled;
(de) for which payment actually is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement;
(ef) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, therefore is unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or
(fg) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification expressly is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the GCLCode, or (iv) the proceeding is initiated pursuant to Section 8 9 hereof.
Appears in 1 contract
Limitations on Additional Indemnity. No indemnity pursuant to Section 2 3 hereof shall be paid by the Corporation:
(aA) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent in violation of securities of the Corporation pursuant to the provisions of Section 16 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;
(bB) on account of Agent’s 's conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct;
(cC) on account of Agent’s 's conduct that is established by a final judgment as constituting constituted a breach of Agent’s 's duty of loyalty to the Corporation or resulting resulted in any personal profit or advantage to which Agent was not legally entitled;
(dD) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement;
(eE) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or
(fF) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the GCLCode, or (iv) the proceeding is initiated pursuant to Section 8 9 hereof.
Appears in 1 contract
Sources: Indemnification Agreement (Sensus Drug Development Corp)
Limitations on Additional Indemnity. No indemnity pursuant to Section 2 3 hereof shall be paid by the Corporation:
(a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent in violation of securities of the Corporation pursuant to the provisions of Section 16 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;
(b) on account of Agent’s 's conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct;
(c) on account of Agent’s 's conduct that is established by a final judgment as constituting constituted a breach of Agent’s 's duty of loyalty to the Corporation or resulting that resulted in any personal profit or advantage to which Agent was not legally entitled;
(d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw by-law or agreement, except in respect of to any excess beyond payment under such insurance, clause, bylaw by-law or agreement;
(e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or
(f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the GCLCode, or (iv) the proceeding is initiated pursuant to Section 8 9 hereof.
Appears in 1 contract
Limitations on Additional Indemnity. No indemnity pursuant to Section 2 3 hereof shall be paid by the Corporation:
: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent in violation of securities of the Corporation pursuant to the provisions of Section 16 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;
; (b) on account of Agent’s 's conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct;
; (c) on account of Agent’s 's conduct that is established by a final judgment as constituting constituted a breach of Agent’s 's duty of loyalty to the Corporation or resulting resulted in any personal profit or advantage to which Agent was not legally entitled;
; (d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement;
; (e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or
or (f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the GCLCode, or (iv) the proceeding is initiated pursuant to Section 8 9 hereof. 5.
Appears in 1 contract
Limitations on Additional Indemnity. No indemnity pursuant to Section 2 3 hereof shall be paid by the Corporation:
(a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent in violation of securities of the Corporation pursuant to the provisions of Section 16 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;
(b) on account of Agent’s Agents conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct;
(c) on account of Agent’s Agents conduct that is established by a final judgment as constituting constituted a breach of Agent’s 's duty of loyalty to the Corporation or resulting resulted in any personal profit or advantage to which Agent was not legally entitled;
(d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement;
(e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or
(f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the GCL, or (iv) the proceeding is initiated pursuant to Section 8 hereof.other
Appears in 1 contract
Sources: Indemnification Agreement (Il Fornaio America Corp)
Limitations on Additional Indemnity. No indemnity pursuant to Section 2 3 hereof shall be paid by the Corporation:
(a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent in violation of securities of the Corporation pursuant to the provisions of Section 16 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;
(b) on account of Agent’s 's conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct;
(c) on account of Agent’s 's conduct that is established by a final judgment as constituting constituted a breach of Agent’s 's duty of loyalty to the Corporation or resulting resulted in any personal profit or advantage to which Agent was not legally entitled;
(d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement;
(e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or
(f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the GCL, or (iv) the proceeding is initiated pursuant to Section 8 hereof.such
Appears in 1 contract
Limitations on Additional Indemnity. No indemnity pursuant to Section 2 3 hereof shall be paid by the Corporation:
(aA) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent in violation of securities of the Corporation pursuant to the provisions of Section 16 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;
(bB) on account of Agent’s 's conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct;
(cC) on account of Agent’s 's conduct that is established by a final judgment as constituting constituted a breach of Agent’s 's duty of loyalty to the Corporation or resulting resulted in any personal profit or advantage to which Agent was not legally entitled;
(dD) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement;
(eE) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or
(fF) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the GCLCode, or (iv) the proceeding is initiated pursuant to Section 8 9 hereof.
Appears in 1 contract
Sources: Indemnification Agreement (Aurora Biosciences Corp)
Limitations on Additional Indemnity. No indemnity pursuant to Section 2 3 hereof shall be paid by the Corporation:
(a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent in violation of securities of the Corporation pursuant to the provisions of Section 16 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;
(b) on account of Agent’s 's conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct;
(c) on account of Agent’s 's conduct that is established by a final judgment as constituting constituted a breach of Agent’s 's duty of loyalty to the Corporation or resulting resulted in any personal profit or advantage to which Agent was not legally entitled;
(d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement;
(e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or
(f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the GCL, or (iv) the proceeding is initiated pursuant to Section 8 hereof.by
Appears in 1 contract
Sources: Indemnification Agreement (Aviron)
Limitations on Additional Indemnity. No indemnity pursuant to Section 2 3 hereof shall be paid by the Corporation:
(a) : on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent in violation of securities of the Corporation pursuant to the provisions of Section 16 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;
(b) ; on account of Agent’s 's conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct;
(c) ; on account of Agent’s 's conduct that is established by a final judgment as constituting a breach of Agent’s 's duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Agent was not legally entitled;
(d) ; for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement;
(e) ; if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or
(f) or in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the GCLCode, or (iv) the proceeding is initiated pursuant to Section 8 9 hereof.
Appears in 1 contract
Limitations on Additional Indemnity. No indemnity pursuant to Section 2 3 hereof shall be paid by the CorporationCompany:
(aA) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent in violation of securities of the Company pursuant to the provisions of Section 16 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;
(bB) on account of Agent’s 's conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct;
(cC) on account of Agent’s 's conduct that is established by a final judgment as constituting constituted a breach of Agent’s 's duty of loyalty to the Corporation Company or resulting resulted in any personal profit or advantage to which Agent was not legally entitled;
(dD) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement;
(eE) if indemnification is not lawful (and, in this respect, both the Corporation Company and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or
(fF) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation Company or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the CorporationCompany, (iii) such indemnification is provided by the CorporationCompany, in its sole discretion, pursuant to the powers vested in the Corporation Company under the GCLCode, or (iv) the proceeding is initiated pursuant to Section 8 9 hereof.
Appears in 1 contract
Limitations on Additional Indemnity. No indemnity pursuant to Section 2 3 hereof shall be paid by the Corporation:
(a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent in violation of securities of the Corporation pursuant to the provisions of Section 16 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;
(b) on account of Agent’s 's conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct;
(c) on account of Agent’s 's conduct that is established by a final judgment as constituting constituted a breach of Agent’s 's duty of loyalty to the Corporation or resulting resulted in any personal profit or advantage to which Agent was not legally entitled;
(d) for which payment actually is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement;
(e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, therefore is unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or
(f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification expressly is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the GCL, or (iv) the proceeding is initiated pursuant to Section 8 hereof.by
Appears in 1 contract
Sources: Indemnification Agreement (Requisite Technology Inc /Co)
Limitations on Additional Indemnity. No indemnity pursuant to Section 2 hereof 3 shall be paid by the CorporationCompany:
(aA) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent in violation of securities of the Company pursuant to the provisions of Section 16 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;
(bB) on account of Agent’s 's conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct;
(cC) on account of Agent’s 's conduct that is established by a final judgment as constituting constituted a breach of Agent’s 's duty of loyalty to the Corporation Company or resulting resulted in any personal profit or advantage to which Agent was not legally entitled;
(dD) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any indemnifiable expenses in excess beyond payment under of such insurance, clause, bylaw or agreementpayment;
(eE) if indemnification is not lawful (and, in this respect, both the Corporation Company and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or
(fF) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation Company or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the CorporationCompany, (iii) such indemnification is provided by the CorporationCompany, in its sole discretion, pursuant to the powers vested in the Corporation Company under the GCLCode, or (iv) the proceeding is initiated pursuant to Section 8 9 hereof.
Appears in 1 contract
Sources: Indemnification Agreement (Pharmacopeia Drug Discovery Inc)
Limitations on Additional Indemnity. No indemnity pursuant to Section 2 3 hereof shall be paid by the Corporation:
(a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent in violation of securities of the Corporation pursuant to the provisions of Section 16 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;
(b) on account of Agent’s conduct that is established by a final judgment as was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct;
(c) on account of Agent’s conduct that is established by a final judgment as constituting constituted a breach of Agent’s duty of loyalty to the Corporation or resulting resulted in any personal profit or advantage to which Agent was not legally entitled;
(d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement;
(e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or
(f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the GCL, or (iv) the proceeding is initiated pursuant to Section 8 hereof.powers
Appears in 1 contract