Common use of Rights to Indemnification Clause in Contracts

Rights to Indemnification. The Company shall indemnify Director and hold Director harmless to the fullest extent authorized or permitted by Nevada Law in effect on the date hereof, and as Nevada Law may from time to time be amended (but, in the case of any such amendment, only to the extent such amendment permits the Company to provide broader indemnification rights than Nevada Law permitted the Company to provide before such amendment), against any and all Liabilities arising out of or related to any Proceeding, if Director acted in good faith and in a manner Director reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe Director’s conduct was unlawful, provided, however, if applicable law so provides, no indemnification against such Liabilities shall be made in respect of any claim, issue or matter in such Proceeding as to which Director shall have been adjudged to be liable to the Company unless and to the extent that a court of competent jurisdiction shall determine that such indemnification may be made. Without in any way diminishing the scope of the indemnification provided by this Section 3.1, the Company shall indemnify Director (i) if and whenever he or she is or was a witness, party or is threatened to be made a witness or a party to any Proceeding, against all Expenses and Liabilities actually and reasonably incurred by Director or on his or her behalf in connection with the investigation, defense, settlement or appeal of such Proceeding, and (ii) in connection with any claim asserted or action brought by the Director for payment or indemnification of Liabilities or Expenses or advance payment of expenses under this Agreement or any other agreement, resolution, provision of the Company’s Certificate of Incorporation or Bylaws or any statute or rule of law now or hereafter in effect, relating to any Proceeding, or for specific performance of any provision of this Agreement, or for recovery under any directors’ and officers’ liability insurance policy or policies maintained by the Company, regardless of whether the Director is ultimately determined to be entitled to such payment, indemnification, advance or insurance recovery, as the case may be. If the Director is entitled under this Agreement to payment for some or a portion of any Liabilities or Expenses relating to a Proceeding, but not for the total amount thereof, the Company shall nevertheless pay the Director for the portion thereof to which he or she is entitled.

Rights to Indemnification. The Company Each party shall defend the other party from any third party claims that any product, service, information, materials or other item provided by such party under this Agreement infringes any presently existing third party patent or copyright; and indemnify Director and hold Director harmless such party for any damages awarded in relation to the fullest extent authorized such claim; provided that, however, a party shall have no defense or permitted by Nevada Law in effect on the date hereof, and as Nevada Law may from time to time be amended (but, in the case of any such amendment, only indemnity obligation under this Section 8.1 to the extent any such amendment permits infringement results from: (a) the Company to provide broader use of any software provided by the party seeking indemnification rights than Nevada Law permitted the Company to provide before in combination, operation or use with software or hardware not provided by such amendment), against any and all Liabilities arising out of or related to any Proceeding, if Director acted in good faith and in a manner Director reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe Director’s conduct was unlawful, providedindemnifying party; provided that, however, if applicable law so provides, no indemnification against such Liabilities exclusion shall be made in respect of any claim, issue or matter in such Proceeding as to which Director shall have been adjudged to be liable not apply to the Company unless and to use by the extent that a court of competent jurisdiction shall determine that such indemnification may be made. Without in any way diminishing the scope Customer of the indemnification provided by this Section 3.1, the Company shall indemnify Director (i) if and whenever he or she is or was a witness, party or is threatened to be made a witness or a party to any Proceeding, against all Expenses and Liabilities actually and reasonably incurred by Director or on his or her behalf Hosted Services System in connection with the investigationhardware and software identified on the applicable Exhibit hereto; (b) the use of any Hosted Services System in a modified state which was not authorized by the indemnifying party; or (c) use of a version of the software included in the Hosted Services System without having implemented all of the updates within a reasonable period after such updates were provided by the indemnifying party and the indemnifying party was advised that such update was intended to address an alleged infringement. Without limiting the foregoing indemnification obligations, defenseif any product, settlement service, information, material or appeal other item of such Proceedingthe indemnifying party is, or in the indemnifying party’s opinion is likely to be held to be, an infringing material, then the indemnifying party will, at its option: (a) procure the right to continue using it; (b) replace it with a non-infringing equivalent acceptable to the other; (c) modify it to make it non-infringing in a fashion acceptable to the other; or (d) if none of the foregoing can be accomplished in a commercially reasonable manner, cease using, and (ii) in connection with any claim asserted or action brought by require the Director for payment or indemnification of Liabilities or Expenses or advance payment of expenses under this Agreement or any other agreementindemnified party to cease using such item, resolutionand if such cessation renders it impractical to continue the contractual relationship contemplated hereby, provision of the Company’s Certificate of Incorporation or Bylaws or any statute or rule of law now or hereafter in effect, relating to any Proceeding, or for specific performance of any provision of either party may also terminate this Agreement, or for recovery under any directors’ . The foregoing remedies constitute the indemnified party’s sole and officers’ exclusive remedies and the indemnifying party’s entire liability insurance policy or policies maintained by the Company, regardless of whether the Director is ultimately determined with respect to be entitled to such payment, indemnification, advance or insurance recovery, as the case may be. If the Director is entitled under this Agreement to payment for some or a portion of any Liabilities or Expenses relating to a Proceeding, but not for the total amount thereof, the Company shall nevertheless pay the Director for the portion thereof to which he or she is entitledinfringement.

Rights to Indemnification. The Company Except as otherwise provided by Section 14, Indemnitee shall indemnify Director and hold Director harmless be entitled to the fullest extent authorized rights of indemnification provided in this Section 2 if, by reason of Indemnitee’s Corporate Status (as hereinafter defined), Indemnitee is, or permitted is threatened to be made, a party to any threatened, pending or completed Proceeding. Pursuant to this Section 2, Indemnitee shall be indemnified against Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Nevada Law Indemnitee or on Indemnitee’s behalf in effect on connection with such Proceeding or any other issue or matter therein by reason of his Corporate Status, unless it is established by a preponderance of the date hereofevidence, as reflected in a final determination of a court of competent jurisdiction that is not subject to further appeal, that (i) the act or omission of Indemnitee was material to the matter(s) giving rise to the Proceeding and as Nevada Law may from time to time be amended (butA) was committed in bad faith or (B) was the result of active and deliberate dishonesty; (ii) Indemnitee actually received an improper personal benefit in money, property or services; or (iii) in the case of any such amendmentcriminal Proceeding, only Indemnitee had reasonable cause to believe that the extent such amendment permits the Company to provide broader indemnification rights than Nevada Law permitted the Company to provide before such amendmentact or omission was unlawful (clauses (i), against any (ii) and all Liabilities arising out of or related (iii) are hereinafter collectively referred to any Proceedingas “Bad Conduct”). Notwithstanding the foregoing, if Director acted the Proceeding was one by or in good faith and in a manner Director reasonably believed to be in or not opposed to the best interests right of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe Director’s conduct was unlawful, provided, however, if applicable law so provides, no indemnification against such Liabilities shall be made in respect of any claim, issue or matter in such Proceeding as to which Director Indemnitee shall have been adjudged to be liable to the Company unless if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification shall nevertheless be made by the Company in such event if and only to the extent that a the court of competent jurisdiction in which such Proceeding shall determine that such indemnification may be made. Without in any way diminishing the scope of the indemnification provided by this Section 3.1, the Company shall indemnify Director (i) if and whenever he or she is or was a witness, party have been brought or is threatened to be made a witness or a party to any Proceedingpending, against all Expenses and Liabilities actually and reasonably incurred by Director or on his or her behalf in connection with the investigation, defense, settlement or appeal of such Proceeding, and (ii) in connection with any claim asserted or action brought by the Director for payment or indemnification of Liabilities or Expenses or advance payment of expenses under this Agreement or any other agreement, resolution, provision of the Company’s Certificate of Incorporation or Bylaws or any statute or rule of law now or hereafter in effect, relating to any Proceeding, or for specific performance of any provision of this Agreement, or for recovery under any directors’ and officers’ liability insurance policy or policies maintained by the Company, regardless of whether the Director is ultimately determined to be entitled to such payment, indemnification, advance or insurance recovery, as the case may be. If the Director is entitled under this Agreement to payment for some or a portion of any Liabilities or Expenses relating to a Proceeding, but not for the total amount thereof, the Company shall nevertheless pay the Director for the portion thereof to which he or she is entitledso determine.

Rights to Indemnification. The Subject to Sections 7 and 10 hereof, the Company shall indemnify Director Indemnitee if Indemnitee is, or is threatened to be, made a party to or otherwise involved in any Proceeding, from and hold Director harmless to the fullest extent authorized or permitted by Nevada Law in effect on the date hereof, and as Nevada Law may from time to time be amended (but, in the case of any such amendment, only to the extent such amendment permits the Company to provide broader indemnification rights than Nevada Law permitted the Company to provide before such amendment), against any and all Liabilities arising out of Judgments and Expenses incurred by Indemnitee in connection with such Proceeding and any Judgments resulting from such a Proceeding (including, without limitation, any tax also or related to otherwise payable by the Company or any Proceeding, if Director acted in good faith Subsidiary for which Indemnitee becomes liable and in which Indemnitee has paid and any tax payable by Indemnitee as a manner Director reasonably believed to be in or not opposed to the best interests result of the Companyreceipt of indemnification pursuant to this Agreement); provided, and however, that with respect to any criminal ProceedingProceeding that is a Proceeding by or in the right of the Company to procure a Judgment in its favor, had no reasonable cause to believe Director’s conduct was unlawful, provided, however, if applicable law so provides, no indemnification against such Liabilities shall be made in respect of provided for any claim, issue or matter in such Proceeding as to which Director shall have Indemnitee has been adjudged to be liable to the Company unless and only to the extent that a court of competent jurisdiction shall ultimately determine that such indemnification may be made. Without in any way diminishing a final Judgment, not subject to appeal, that, despite the scope adjudication of liability but in view of all the circumstances of the indemnification provided case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. For the avoidance of doubt, Expenses incurred by this Section 3.1, Indemnitee in connection with Indemnitee or any Person associated with Indemnitee soliciting proxies with respect to the election of a director of the Company or any other matter submitted for a vote of the stockholders of the Company shall indemnify Director not be considered Expenses subject to indemnification or advancement pursuant to this Agreement (except to the extent such Expenses are incurred at the Company’s request); provided, however, that (i) if and whenever he or she Expenses incurred by Indemnitee in connection with a Proceeding to which Indemnitee is or was made a witness, party or is otherwise involved or threatened to be made a witness party or a party otherwise involved and that arises out of or relates to any Proceeding, against all such proxy solicitation shall be Expenses subject to indemnification and Liabilities actually advancement pursuant to this Agreement except as otherwise provided by Sections 7 or 10 hereof and reasonably incurred by Director or on his or her behalf (ii) nothing in this sentence is intended to limit the Company’s expenditure of funds in connection with the investigation, defense, settlement solicitation of proxies on behalf of the Board or appeal the reimbursement by the Company as permitted by law of such Proceeding, and (ii) costs or Expenses in connection with any claim asserted or action brought by other solicitation of proxies that is determined to have been for the Director for payment or indemnification of Liabilities or Expenses or advance payment of expenses under this Agreement or any other agreement, resolution, provision benefit of the Company’s Certificate of Incorporation or Bylaws or any statute or rule of law now or hereafter in effect, relating to any Proceeding, or for specific performance of any provision of this Agreement, or for recovery under any directors’ and officers’ liability insurance policy or policies maintained by the Company, regardless of whether the Director is ultimately determined to be entitled to such payment, indemnification, advance or insurance recovery, as the case may be. If the Director is entitled under this Agreement to payment for some or a portion of any Liabilities or Expenses relating to a Proceeding, but not for the total amount thereof, the Company shall nevertheless pay the Director for the portion thereof to which he or she is entitled.

Rights to Indemnification. The Company For six years after the Effective Time, the Surviving Corporation (or any successor to the Surviving Corporation) shall indemnify Director indemnify, defend and hold Director harmless the present and former officers, directors, employees and agents of the Company and its subsidiaries (each an "Indemnified Party") against all losses, claims, damages, liabilities, fees, costs and expenses (including reasonable fees and disbursements of counsel in advance of disposition of judgments, fines, losses, claims, liabilities and amounts paid in settlement (provided that any such settlement is effected with the written consent of Parent or the Surviving Corporation, which consent will not be unreasonably withheld or delayed)) based in whole or in part on the fact that such person is or was such a director, officer, employee or agent and arising out of actions or omissions occurring at or prior to the fullest Effective Time (including, without limitation, matters arising out of or pertaining to the Transactions) to the full extent authorized or permitted by Nevada Law provided under the terms of the Company's Certificate of Incorporation, Bylaws and indemnification agreements, all as in effect on at the date hereof, including provisions relating to advancement of expenses incurred in the defense of any action or suit, and as Nevada Law may from time subject to time be amended (butapplicable law; provided, that, in the case event any claim or claims are asserted or made within such six year period, all rights to indemnification or advancement of any expenses in respect of such amendment, only to the extent such amendment permits the Company to provide broader indemnification rights than Nevada Law permitted the Company to provide before such amendment), against claim or claims shall continue until disposition of any and all Liabilities arising out of or related to such claims; provided, further, that any Proceeding, if Director acted in good faith and in a manner Director reasonably believed determination required to be in or not opposed to the best interests of the Company, and made with respect to any criminal Proceeding, had no reasonable cause to believe Director’s whether an Indemnified Party's conduct was unlawful, provided, however, if applicable law so provides, no indemnification against such Liabilities shall be made in respect of any claim, issue or matter in such Proceeding as to which Director shall have been adjudged to be liable to complies with the Company unless and to the extent that a court of competent jurisdiction shall determine that such indemnification may be made. Without in any way diminishing the scope of the indemnification provided by this Section 3.1standards set forth under Delaware law, the Company shall indemnify Director (i) if and whenever he or she is or was a witness, party or is threatened to be made a witness or a party to any Proceeding, against all Expenses and Liabilities actually and reasonably incurred by Director or on his or her behalf in connection with the investigation, defense, settlement or appeal of such Proceeding, and (ii) in connection with any claim asserted or action brought by the Director for payment or indemnification of Liabilities or Expenses or advance payment of expenses under this Agreement or any other agreement, resolution, provision of the Company’s 's Certificate of Incorporation or Bylaws or any statute or rule of law now or hereafter in effect, relating to any Proceeding, or for specific performance of any provision of this Agreement, or for recovery under any directors’ and officers’ liability insurance policy or policies maintained by the Company, regardless of whether the Director is ultimately determined to be entitled to such payment, indemnification, advance or insurance recoveryagreements, as the case may be, shall be made by independent counsel mutually acceptable to Parent and the Indemnified Party; and provided, further, that nothing herein shall impair any existing rights or obligations of any present or former directors or officers of the Company. If In the Director event of any threatened or actual claim, suit, proceeding or investigation as to which an Indemnified Party is entitled under this Agreement to payment for some indemnification or a portion advancement of any Liabilities expenses hereunder (whether asserted before, at or Expenses relating after the Effective Time), the Indemnified Party may retain counsel reasonably satisfactory to a Proceedingit after consultation with Parent, but not in no event shall the Surviving Corporation be required to reimburse the costs of such counsel hereunder unless (i) the Surviving Corporation shall have declined to assume the defense of such claim with counsel reasonably satisfactory to the Indemnified Party within ten U.S. Business Days of a written request for indemnification given in accordance with Section 8.5 or (ii) the Indemnified 23 27 Party shall have reasonably concluded, upon the advice of counsel, that there may be defenses available to it which conflict with those available to the Surviving Corporation; provided, that the Surviving Corporation shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations, be liable for the total amount thereoffees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties, except to the Company shall nevertheless pay the Director for the portion thereof extent that local counsel, in addition to which he such parties' regular counsel, is necessary in order to effectively defend against such action or she is entitledproceeding.

Rights to Indemnification. The Company For six years after the Effective Time, the Surviving Corporation (or any successor to the Surviving Corporation) shall indemnify Director indemnify, defend and hold Director harmless the present and former officers, directors, employees and agents of the Company and its subsidiaries (each an "Indemnified Party") against all losses, claims, damages, liabilities, fees, costs and expenses (including reasonable fees and disbursements of counsel in advance of disposition of judgments, fines, losses, claims, liabilities and amounts paid in settlement (provided that any such settlement is effected with the written consent of Parent or the Surviving Corporation, which consent will not be unreasonably withheld or delayed)) based in whole or in part on the fact that such person is or was such a director, officer, employee or agent and arising out of actions or omissions occurring at or prior to the fullest Effective Time (including, without limitation, matters arising out of or pertaining to the Transactions) to the full extent authorized or permitted by Nevada Law provided under the terms of the Company's Certificate of Incorporation, Bylaws and indemnification agreements, all as in effect on at the date hereof, including provisions relating to advancement of expenses incurred in the defense of any action or suit, and as Nevada Law may from time subject to time be amended (butapplicable law; provided, that, in the case event any claim or claims are asserted or made within such six year period, all rights to indemnification or advancement of any expenses in respect of such amendment, only to the extent such amendment permits the Company to provide broader indemnification rights than Nevada Law permitted the Company to provide before such amendment), against claim or claims shall continue until disposition of any and all Liabilities arising out of or related to such claims; provided, further, that any Proceeding, if Director acted in good faith and in a manner Director reasonably believed determination required to be in or not opposed to the best interests of the Company, and made with respect to any criminal Proceeding, had no reasonable cause to believe Director’s whether an Indemnified Party's conduct was unlawful, provided, however, if applicable law so provides, no indemnification against such Liabilities shall be made in respect of any claim, issue or matter in such Proceeding as to which Director shall have been adjudged to be liable to complies with the Company unless and to the extent that a court of competent jurisdiction shall determine that such indemnification may be made. Without in any way diminishing the scope of the indemnification provided by this Section 3.1standards set forth under Delaware law, the Company shall indemnify Director (i) if and whenever he or she is or was a witness, party or is threatened to be made a witness or a party to any Proceeding, against all Expenses and Liabilities actually and reasonably incurred by Director or on his or her behalf in connection with the investigation, defense, settlement or appeal of such Proceeding, and (ii) in connection with any claim asserted or action brought by the Director for payment or indemnification of Liabilities or Expenses or advance payment of expenses under this Agreement or any other agreement, resolution, provision of the Company’s 's Certificate of Incorporation or Bylaws or any statute or rule of law now or hereafter in effect, relating to any Proceeding, or for specific performance of any provision of this Agreement, or for recovery under any directors’ and officers’ liability insurance policy or policies maintained by the Company, regardless of whether the Director is ultimately determined to be entitled to such payment, indemnification, advance or insurance recoveryagreements, as the case may be, shall be made by independent counsel mutually acceptable to Parent and the Indemnified Party; and provided, further, that nothing herein shall impair any existing rights or obligations of any present or former directors or officers of the Company. If In the Director event of any threatened or actual claim, suit, proceeding or investigation as to which an Indemnified Party is entitled under this Agreement to payment for some indemnification or a portion advancement of any Liabilities expenses hereunder (whether asserted before, at or Expenses relating after the Effective Time), the Indemnified Party may retain counsel reasonably satisfactory to a Proceedingit after consultation with Parent, but not in no event shall the Surviving Corporation be required to reimburse the costs of such counsel hereunder unless (i) the Surviving Corporation shall have declined to assume the defense of such claim with counsel reasonably satisfactory to the Indemnified Party within ten U.S. Business Days of a written request for indemnification given in accordance with Section 8.5 or (ii) the Indemnified Party shall have reasonably concluded, upon the advice of counsel, that there may be defenses available to it which conflict with those available to the Surviving Corporation; provided, that the Surviving Corporation shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations, be liable for the total amount thereoffees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties, except to the Company shall nevertheless pay the Director for the portion thereof extent that local counsel, in addition to which he such parties' regular counsel, is necessary in order to effectively defend against such action or she is entitledproceeding.