INDEMNIFICATION AGREEMENTIndemnification Agreement |
|
|
You are currently viewing: This Indemnification Agreement involves
Sionix Corporation. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
|
INDEMNIFICATION AGREEMENT
This
Agreement is made and entered into this 19th day of December
2007 (the “Agreement”), by and between Sionix
Corporation, a Nevada corporation (the “Company”,
which term shall include, where appropriate, any Entity (as
hereinafter defined) controlled directly or indirectly by the
Company) and Richard Papalian (the
“Indemnitee”).
WHEREAS ,
the Indemnitee is an officer of the Company;
WHEREAS ,
as an officer of the Company, the Indemnitee is exposed to
significant litigation risks and expenses;
WHEREAS ,
in light of the foregoing, the Company desires to provide the
Indemnitee with specific contractual assurance of the
Indemnitee’s rights to full indemnification against
litigation risks and expenses (regardless, among other things, of
any amendment to or revocation of any of the Company’s
Articles of Incorporation or by-laws or any change in the ownership
of the Company or the composition of its Board of Directors);
and
N
OW, THEREFORE ,
in consideration of the promises and the covenants contained
herein, the Company and the Indemnitee do hereby covenant and agree
as follows:
1.
Definitions.
(a)
“Corporate
Status” describes the status of a person who is serving
or has served (i) as a director of the Company, including as a
member of any committee thereof, (ii) as an officer of the
Company, (iii) in any capacity with respect to any employee
benefit plan of the Company, or (iv) as a director, partner,
trustee, officer, employee, or agent of any other Entity at
the request of the Company. For purposes of subsection (iv) of
this Section 1(a), an officer or director of the Company who
is serving or has served as a director, partner, trustee,
officer, employee or agent of a Subsidiary (as defined below)
shall be deemed to be serving at the request of the
Company.
(b)
“Entity”
shall mean any corporation, partnership, limited liability
company, joint venture, trust, foundation, association,
organization or other legal entity.
(c)
“Expenses”
shall mean all direct and indirect fees, costs and expenses of
any nature whatsoever actually and reasonably incurred in
connection with the investigation, preparation of a defense,
appeal of or settlement of any Proceeding (as defined below),
including, without limitation, reasonable attorneys fees,
disbursements and retainers (including, without limitation,
any such fees, disbursements and retainers incurred by the
Indemnitee pursuant to Sections 8 and 11(c) of this
Agreement), fees and disbursements of expert witnesses,
private investigators and professional advisors (including,
without limitation, accountants and investment bankers), court
costs, transcript costs, fees of experts, travel expenses,
duplicating, printing and binding costs, telephone and fax
transmission charges, postage, delivery services, secretarial
services and other disbursements and expenses; provided,
however, that Expenses shall not include judgments, fines,
penalties or amounts paid in settlement of a
Proceeding.
(d)
“Indemnifiable
Expenses”, “Indemnifiable Liabilities” and
“Indemnifiable Amounts” shall have the meanings
ascribed to those terms in Section 3(a) below.
(e)
“Liabilities”
shall mean judgments, damages, liabilities, losses, penalties,
excise taxes, fines and amounts paid in
settlement.
(f)
“Proceeding”
shall mean any threatened, pending or completed claim, action,
suit, arbitration, alternate dispute resolution process,
investigation, administrative hearing, appeal, or any other
proceeding, whether civil, criminal, administrative,
arbitrative or investigative, whether formal or informal,
whether or not he is serving in such capacity at the time any
Expense or Liability is incurred for which indemnification or
reimbursement can be provided under this Agreement, including
a proceeding initiated by the Indemnitee pursuant to Section
11 of this Agreement to enforce the Indemnitee’s rights
hereunder or an action brought by or in the right of the
Company.
(g)
“Subsidiary”
shall mean any corporation, partnership, limited liability
company, joint venture, trust or other Entity of which the
Company owns (either directly or through or together with
another Subsidiary of the Company) either (i) a general
partner, managing member or other similar interest or (ii) (A)
50% or more of the voting power of the voting capital stock or
other voting equity interests of any corporation, partnership,
limited liability company, joint venture or other Entity, or
(B) 50% or more of the outstanding voting capital stock or
other voting equity interests of any corporation, partnership,
limited liability company, joint venture or other
Entity.
2.
Services
of the Indemnitee. This Agreement shall not impose any
obligation on the Indemnitee or the Company to continue the
Indemnitee’s service to the Company beyond any period
otherwise required by law or by other agreements or
commitments of the parties, if any.
3.
Agreement
to Indemnify. The Company agrees to indemnify the Indemnitee
as follows:
(a)
Subject
to the exceptions contained in Section 4(a) below, if the
Indemnitee was or is a party or is threatened to be made a
party to any Proceeding (other than an action by or in the
right of the Company) by reason of the Indemnitee’s
Corporate Status ,
the
Indemnitee shall be indemnified by the Company against all
Expenses and Liabilities incurred or paid by the Indemnitee in
connection with such Proceeding (referred to herein as
“Indemnifiable Expenses” and “Indemnifiable
Liabilities”, respectively, and collectively as
“Indemnifiable Amounts”).
(b)
To
the fullest extent permitted by applicable law and subject to
the exceptions contained in Section 4(b) below, if the
Indemnitee was or is a party or is threatened to be made a
party to any Proceeding by or in the right of the Company to
procure a judgment in its favor by reason of the
Indemnitee’s Corporate Status, the Indemnitee shall be
indemnified by the Company against all Indemnifiable Expenses
as well as against any amount paid by Indemnitee in settlement
of the Proceeding.
4.
Exceptions
to Indemnification. Upon receipt of a written claim addressed
to the Board of Directors for indemnification pursuant to
Section 3, the Company shall determine by any of the methods
set forth in Section
78.751 of the Nevada Revised Statutes whether
the Indemnitee has met the applicable standards of conduct
which makes is permissible under applicable law to indemnify
the Indemnitee. If it is determined that the Indemnitee is
entitled to indemnification, the Indemnitee shall be entitled
to such indemnification under Sections 3(a) and 3(b) above in
all circumstances other than the following:
(a)
If
indemnification is requested under Section 3(a) and it has
been determined that, in connection with the subject of the
Proceeding out of which the claim for indemnification has
arisen, the Indemnitee failed to act (i) in good faith and
(ii) in a manner the Indemnitee reasonably believed to be in
or not opposed to the best interests of the Company and, with
respect to any criminal action or proceeding, the Indemnitee
had reasonable cause to believe that the Indemnitee’s
conduct was unlawful, the Indemnitee shall not be entitled to
payment of Indemnifiable Amounts hereunder.
(b)
If
indemnification is requested under Section 3(b)
and
(i)
it
has been determined that, in connection with the subject of
the Proceeding out of which the claim for indemnification has
arisen, the Indemnitee failed to act (A) in good faith and (B)
in a manner the Indemnitee reasonably believed to be in or not
opposed to the best interests of the Company, the Indemnitee
shall not be entitled to payment of Indemnifiable Expenses
hereunder; or
(ii)
it
has determined that the Indemnitee is liable to the Company
with respect to any claim, issue or matter involved in the
Proceeding out of which the claim for indemnification has
arisen, no Indemnifiable Expenses shall be paid with respect
to such claim, issue or matter unless a court of competent
jurisdiction shall determine upon application that, despite
the adjudication of liability, but in view of all the
circumstances of the case, Indemnitee is fairly and reasonably
entitled to indemnity for such Indemnifiable Expenses which
such court shall deem proper.
5.
Procedure
for Payment of Indemnifiable Amounts. The Indemnitee shall
submit to the Company a written request specifying the
Indemnifiable Amounts for which the Indemnitee seeks payment
under Section 3 of this Agreement and the basis for the claim.
The Company shall pay such Indemnifiable Amounts to the
Indemnitee within ten (10) calendar days of receipt of the
request. At the request of the Company, the Indemnitee shall
furnish such documentation and information as is reasonably
available to the Indemnitee and necessary to establish that
the Indemnitee is entitled to indemnification
hereunder.
6.
Indemnification
for Expenses of a Party Who is Wholly or Partly Successful.
Notwithstanding any other provision of this Agreement, and
without limiting any such provision, to the extent that the
Indemnitee is, by reason of the Indemnitee’s Corporate
Status, a party to and is successful, on the merits or
otherwise, in any Proceeding, the Indemnitee shall be
indemnified against all Expenses reasonably incurred by the
Indemnitee or on the Indemnitee’s behalf in connection
therewith. If the Indemnitee is not wholly successful in such
Proceeding but is successful, on the merits or otherwise, as
to one or more but less than all claims, issues or matters in
such Proceeding, the Company shall indemnify the Indemnitee
against all Expenses reasonably incurred by the Indemnitee or
on the Indemnitee’s behalf in connection
with
|
SITE SEARCH
AGREEMENTS / CONTRACTS
CLAUSES
| Get Email Updates |
