Common use of Additional Indemnity of the Corporation Clause in Contracts

Additional Indemnity of the Corporation. Indemnitee shall be entitled to indemnification pursuant to this Section 3.2, if by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to any Proceeding (except to the extent limited by Section 3.3). Pursuant to this Section 3.2, Indemnitee shall be indemnified against Expenses, judgments, penalties (including excise or similar taxes), fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any Claim therein, if (a) Indemnitee conducted himself in good faith; (b) Indemnitee reasonably believed (i) in the case of conduct in Indemnitee’s official capacity, that Indemnitee’s conduct was in the Corporation’s best interest; and (ii) in all other cases, that Indemnitee’s conduct was at least not opposed to the Corporation’s best interests and; (c) in the case of any criminal Proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. Nothing in this Section 3.2 shall limit the benefits of Section 3.1 or any other Section hereunder.

Appears in 1 contract

Samples: Indemnification Agreement (Egl Inc)

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Additional Indemnity of the Corporation. Indemnitee shall be entitled to indemnification pursuant to this Section 3.2, if by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to any Proceeding (except to the extent limited by Section 3.3). Pursuant to this Section 3.2, Indemnitee shall be indemnified against Expenses, judgments, penalties (including excise or similar taxes), fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any Claim therein, if (a) Indemnitee conducted himself in good faith; (b) Indemnitee reasonably believed (i) in the case of conduct in Indemnitee’s official capacity, that Indemnitee’s conduct was in the Corporation’s best interest; and (ii) in all other cases, that Indemnitee’s conduct was at least not opposed to the Corporation’s best interests and; , (c) in the case of any criminal Proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. Nothing in this Section 3.2 shall limit the benefits of Section 3.1 or any other Section hereunder.

Appears in 1 contract

Samples: Indemnification Agreement (Consolidated Graphics Inc /Tx/)

Additional Indemnity of the Corporation. Indemnitee shall be entitled to indemnification pursuant to this Section 3.2, if by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to any Proceeding (except to the extent limited by Section 3.3). Pursuant to this Section 3.2, Indemnitee shall be indemnified against Expenses, judgments, penalties (including excise or similar taxes), fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any Claim therein, if (a) Indemnitee conducted himself in good faith; (b) Indemnitee was reasonably believed (i) in the case of conduct in Indemnitee’s official capacity, that Indemnitee’s conduct was in the Corporation’s best interest; and (ii) in all other cases, that Indemnitee’s conduct was at least not opposed to the Corporation’s best interests and; , (c) in the case of any criminal Proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. Nothing in this Section 3.2 shall limit the benefits of Section 3.1 or any other Section hereunder.

Appears in 1 contract

Samples: Indemnification Agreement (Consolidated Graphics Inc /Tx/)

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Additional Indemnity of the Corporation. Indemnitee shall be entitled to indemnification pursuant to this Section 3.23.2 if, if by reason of Indemnitee’s 's Corporate Status, Indemnitee iswas, is or is threatened to be made, a party to any Proceeding (except to the extent limited by Section 3.3). Pursuant to this Section 3.2, Indemnitee shall be indemnified against reasonable Expenses, judgments, penalties (including excise or similar taxes), fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with any such Expenses, judgments, penalties, fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s 's behalf in connection with such Proceeding or any Claim Claim, issue or matter, therein, if (a) Indemnitee conducted himself acted in good faith; (b) Indemnitee reasonably believed (i) in the case of conduct in Indemnitee’s 's official capacitycapacity with the Corporation, that Indemnitee’s 's conduct was in the Corporation’s 's best interest; and (ii) in all other cases, that Indemnitee’s 's conduct was at least not opposed to the Corporation’s best interests and; of the Corporation, and (c) in the case of any criminal Proceeding, Indemnitee had no reasonable cause to believe Indemnitee’s 's conduct was unlawful. Nothing in this Section 3.2 shall limit the benefits of Section 3.1 or any other Section hereunder.

Appears in 1 contract

Samples: Indemnification Agreement (SBS Technologies Inc)

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