Common use of Claims Excluded Clause in Contracts

Claims Excluded. Under Section 145 of the Delaware General Corporation Law. To indemnify Indemnitee if (i) Indemnitee did not act in good faith or in a manner reasonably believed by such Indemnitee to be in or not opposed to the best interests of Splinex, (ii) with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe Indemnitee's conduct was unlawful or (iii) Indemnitee shall have been adjudged to be liable to Splinex unless and only to the extent the court in which such action was brought shall permit indemnification as provided in Section 145(b) of the Delaware General Corporation Law.

Appears in 1 contract

Samples: Indemnification Agreement (Splinex Technology Inc.)

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Claims Excluded. Under Section 145 of the Delaware General Corporation Law. To indemnify Indemnitee if (i) Indemnitee did not act in good faith or in a manner reasonably believed by such Indemnitee to be in or not opposed to the best interests of Splinexthe Company, or (ii) with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe Indemnitee's conduct was unlawful unlawful, or (iii) Indemnitee shall have been adjudged to be liable to Splinex the Company unless and only to the extent the court in which such action was brought shall permit indemnification as provided in Section 145(b) of the Delaware General Corporation Law.. -------------------------------------------------------------------------------- -6

Appears in 1 contract

Samples: Indemnification Agreement (Lineo Inc)

Claims Excluded. Under Section 145 of the Delaware General Corporation Law. To indemnify Indemnitee if (i) Indemnitee did not act in good faith or in a manner reasonably believed by such Indemnitee to be in or not opposed to the best interests of Splinexthe Company, or (ii) with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe Indemnitee's conduct was unlawful unlawful, or (iii) Indemnitee shall have been adjudged to be liable to Splinex the Company unless and only to the extent the court in which such action was brought shall permit indemnification as provided in Section 145(b) of the Delaware General Corporation Law.

Appears in 1 contract

Samples: Indemnification Agreement (Caldera Systems Inc)

Claims Excluded. Under Section 145 of the Delaware General --------------------------------------------------------- Corporation Law. To indemnify Indemnitee if (i) Indemnitee did not act in good --------------- faith or in a manner reasonably believed by such Indemnitee to be in or not opposed to the best interests of Splinexthe Company, or (ii) with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe Indemnitee's conduct was unlawful unlawful, or (iii) Indemnitee shall have been adjudged to be liable to Splinex the Company unless and only to the extent the court in which such action was brought shall permit indemnification as provided in Section 145(b) of the Delaware General Corporation Law.

Appears in 1 contract

Samples: Indemnification Agreement (Rainmaker Systems Inc)

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Claims Excluded. Under Section 145 of the Delaware General Corporation Law. To indemnify Indemnitee if (i) Indemnitee he did not act in good faith or in a manner reasonably believed by such Indemnitee to be in or not opposed to the best interests of Splinexthe Company, or (ii) with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe Indemnitee's his conduct was unlawful unlawful, or (iii) Indemnitee shall have been adjudged to be liable to Splinex the Company unless and only to the extent the court in which such action was brought shall permit indemnification as provided in Section 145(b) of the Delaware General Corporation Law.

Appears in 1 contract

Samples: Indemnification Agreement (Ansys Diagnostics Inc)

Claims Excluded. Under Section 145 of the Delaware ------------------------------------------------- General Corporation Law. To indemnify Indemnitee if (i) Indemnitee did not ----------------------- act in good faith or in a manner reasonably believed by such Indemnitee to be in or not opposed to the best interests of Splinexthe Company, (ii) with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe Indemnitee's conduct was unlawful or (iii) Indemnitee shall have been adjudged to be liable to Splinex the Company unless and only to the extent the court in which such action was brought shall permit indemnification as provided in Section 145(b) of the Delaware General Corporation LawDGCL.

Appears in 1 contract

Samples: Indemnification & Liability (Catalytica Energy Systems Inc)

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