Common use of Court-Ordered Indemnification Clause in Contracts

Court-Ordered Indemnification. Notwithstanding any other provision of this Agreement, a court of appropriate jurisdiction, upon application of a director or officer (including the Indemnitee) and such notice as the court shall require, may order indemnification in the following circumstances: (a) if it determines a director or officer is entitled to reimbursement under Section 2-418(d)(1) of the MGCL, the court shall order indemnification, in which case the director or officer shall be entitled to recover the expenses of securing such reimbursement; or (b) if it determines that the director or officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director or officer (i) has met the standards of conduct set forth in Section 2-418(b) of the MGCL or (ii) has been adjudged liable for receipt of an improper personal benefit under Section 2-418(c) of the MGCL, the court may order such indemnification as the court shall deem proper. However, indemnification with respect to any Proceeding by or in the right of the Company or in which liability shall have been adjudged in the circumstances described in Section 2-418(c) of the MGCL shall be limited to Expenses.

Court-Ordered Indemnification. Notwithstanding any other provision of this Agreement, a court of appropriate jurisdiction, upon application of a director or officer (including the Indemnitee) Indemnitee and such notice as the court shall require, may order indemnification in the following circumstances: (a) if it determines a director or officer Indemnitee is entitled to reimbursement under Section 2-418(d)(1) of the MGCL, the court shall order indemnification, in which case the director or officer Indemnitee shall be entitled to recover the expenses Expenses of securing such reimbursement; or (b) if it determines that the director or officer Indemnitee is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director or officer Indemnitee (i) has met the standards of conduct set forth in Section 2-418(b) of the MGCL or (ii) has been adjudged liable for receipt of an improper personal benefit under Section 2-418(c) of the MGCL, in which case the court may order such indemnification as the court shall deem proper. However, indemnification with respect to any Proceeding by or in the right of the Company or in which liability shall have been adjudged in the circumstances described in Section 2-418(c) of the MGCL shall be limited to Expenses.

Court-Ordered Indemnification. Notwithstanding any other provision of this Agreement, a A court of appropriate jurisdiction, upon application of a director or officer (including the Indemnitee) Indemnitee and such notice as the court shall require, may order indemnification of Indemnitee by the Company in the following circumstances: (a) if it such court determines a director or officer that Indemnitee is entitled to reimbursement under Section 2-418(d)(1) of the MGCL, the court shall order indemnification, in which case the director or officer Indemnitee shall be entitled to recover the expenses Expenses of securing such reimbursement; or (b) if it such court determines that the director or officer Indemnitee is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director or officer Indemnitee (i) has met the standards of conduct set forth in Section 2-418(b) of the MGCL or (ii) has been adjudged liable for receipt of an improper personal benefit under Section 2-418(c) of the MGCL, the court may order such indemnification as the court shall deem proper. However, indemnification with respect proper without regard to any Proceeding limitation on such court-ordered indemnification contemplated by or in the right of the Company or in which liability shall have been adjudged in the circumstances described in Section 2-418(c418(d)(2)(ii) of the MGCL shall be limited to ExpensesMGCL.

Court-Ordered Indemnification. Notwithstanding any other provision of this Agreement, a court of appropriate jurisdiction, upon application of a director or officer (including the Indemnitee) Indemnitee and such notice as the court shall require, may order indemnification in the following circumstances: (a) if it determines a director or officer Indemnitee is entitled to reimbursement under Section 2-418(d)(1) of the MGCL, the court shall order indemnification, in which case the director or officer Indemnitee shall be entitled to recover the expenses of securing such reimbursement; or (b) if it determines that the director or officer Indemnitee is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director or officer Indemnitee (i) has met the standards of conduct set forth in Section 2-418(b) of the MGCL or (ii) has been adjudged liable for receipt of an improper personal benefit under Section 2-418(c) of the MGCL, in which case the court may order such indemnification as the court shall deem proper. However, indemnification with respect to any Proceeding by or in the right of the Company or in which liability shall have been adjudged in the circumstances described in Section 2-418(c) of the MGCL shall be limited to Expenses.

Court-Ordered Indemnification. Notwithstanding any other provision of this Agreement, a court of appropriate jurisdiction, upon application of a director or officer (including the Indemnitee) Indemnitee and such notice as the court shall require, may order indemnification in the following circumstances: (a) if it determines a director or officer Indemnitee is entitled to reimbursement under Section 2-418(d)(1) Chapter 78 of the MGCLNRS, the court shall order indemnification, in which case the director or officer Indemnitee shall be entitled to recover the expenses of securing such reimbursement; or (b) if it determines that the director or officer Indemnitee is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director or officer Indemnitee (i) has met the standards of conduct set forth in Section 2-418(b) Chapter 78 of the MGCL NRS or (ii) has been adjudged liable for receipt of an improper personal benefit under Section 2-418(c) Chapter 78 of the MGCLNRS, the court may order such indemnification as the court shall deem proper. However, indemnification with respect to any Proceeding by or in the right of the Company or in which liability shall have been adjudged in the circumstances described in Section 2-418(c) of the MGCL shall be limited to Expenses.

Court-Ordered Indemnification. Notwithstanding any other provision of this Agreement, a court of appropriate jurisdiction, upon application of a director or officer (including the Indemnitee) Indemnitee and such notice as the court shall require, may order indemnification in the following circumstances: (a) if it determines a director or officer Indemnitee is entitled to reimbursement under Section 2-418(d)(1) of the MGCL, the court shall order indemnification, in which case the director or officer Indemnitee shall be entitled to recover the expenses Expenses of securing such reimbursement; or (b) if it determines that the director or officer Indemnitee is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director or officer Indemnitee (i) has met the standards of conduct set forth in Section 2-418(b) of the MGCL or (ii) has been adjudged liable for receipt of an improper personal benefit under Section 2-418(c) of the MGCL, the court may order such indemnification as the court shall deem proper. However, indemnification with respect proper without regard to any Proceeding limitation on such court-ordered indemnification contemplated by or in the right of the Company or in which liability shall have been adjudged in the circumstances described in Section 2-418(c418(d)(2)(ii) of the MGCL shall be limited to ExpensesMGCL.

Court-Ordered Indemnification. Notwithstanding any other provision of this Agreement, a court of appropriate jurisdiction, upon application of a director or officer (including the Indemnitee) Indemnitee and such notice as the court shall require, may order indemnification in the following circumstances: (a) if it determines a director or officer Indemnitee is entitled to reimbursement under Section 2-418(d)(1) of the MGCL, the court shall order indemnification, in which case the director or officer Indemnitee shall be entitled to recover the expenses of securing such reimbursement; or (b) if it determines that the director or officer Indemnitee is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director or officer Indemnitee (i) has met the standards of conduct set forth in Section 2-418(b) of the MGCL or (ii) has been adjudged liable for receipt of an improper personal benefit under Section 2-418(c) of the MGCL, the court may order such indemnification as the court shall deem proper. However, indemnification with respect proper without regard to any Proceeding limitation on such court-ordered indemnification contemplated by or in the right of the Company or in which liability shall have been adjudged in the circumstances described in Section 2-418(c418(d)(2)(ii) of the MGCL shall be limited to ExpensesMGCL.

Court-Ordered Indemnification. Notwithstanding any other provision of this AgreementSubject to the limitations in Section 4.5, a court of appropriate jurisdiction, upon application of a director or officer (including the Indemnitee) Indemnitee and such notice as the court shall require, may order indemnification in the following circumstances: (a) if it determines a director or officer the Indemnitee is entitled to reimbursement under Section 212-418(d)(1) 403 of the MGCLStatutory Trust Act, the court shall order indemnification, in which case the director or officer Indemnitee shall be entitled to recover the expenses Expenses of securing such reimbursement; or (b) if it determines that the director or officer Indemnitee is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director or officer (i) Indemnitee has met the standards of conduct set forth in as required under Section 212-418(b) 403 of the MGCL or (ii) has been adjudged liable for receipt of an improper personal benefit under Section 2-418(c) of the MGCLStatutory Trust Act, the court may order such indemnification as the court shall deem proper. However, indemnification with respect to any Proceeding by or in the right of the Company or in which liability shall have been adjudged in the circumstances described in Section 2-418(c) of the MGCL Trust shall be limited to Expenses.

Court-Ordered Indemnification. Notwithstanding any other provision of this Agreement, a court of appropriate jurisdiction, upon application of a director or officer (including the Indemnitee) and such notice as the court shall require, may order indemnification in the following circumstances: (a) if it determines a director or officer is entitled to reimbursement under Section 2-418(d)(1) of the MGCL, the court shall order indemnification, in which case the director or officer shall be entitled to recover the expenses of securing such reimbursement; or (b) if it determines that the director or officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director or officer (i) has met the standards of conduct set forth in Section 2-418(b) of the MGCL or (ii) has been adjudged liable for receipt of an improper personal benefit under Section 2-418(c) of the MGCL, the court may order such indemnification as the court shall deem proper. However, indemnification with respect to any Proceeding by or in the right of the Company or in which liability shall have been adjudged in the circumstances described in Section 2-418(c) of the MGCL shall be limited to Expenses.

Court-Ordered Indemnification. Notwithstanding any other provision of this Agreement, a A court of appropriate jurisdiction, upon application of a director or officer (including the Indemnitee) Director and such notice as the court shall require, may order indemnification of Director by the Company in the following circumstances: (a) if it such court determines a director or officer that Director is entitled to reimbursement under Section 2-418(d)(1) of the MGCL, the court shall order indemnification, in which case the director or officer Director shall be entitled to recover the expenses Expenses of securing such reimbursement; or (b) if it such court determines that the director or officer Director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director or officer Director (i) has met the standards of conduct set forth in Section 2-418(b) of the MGCL or (ii) has been adjudged liable for receipt of an improper personal benefit under Section 2-418(c) of the MGCL, the court may order such indemnification as the court shall deem proper. However, indemnification with respect proper without regard to any Proceeding limitation on such court-ordered indemnification contemplated by or in the right of the Company or in which liability shall have been adjudged in the circumstances described in Section 2-418(c418(d)(2)(ii) of the MGCL shall be limited to ExpensesMGCL.

Court-Ordered Indemnification. Notwithstanding any other provision of this Agreement, a court of appropriate jurisdiction, upon application of a director or officer (including the Indemnitee) Indemnitee and such notice as the court shall require, may order indemnification in the following circumstances: (a) if it such court determines a director or officer that Indemnitee is entitled to reimbursement under Section 2-418(d)(1) of the MGCL, the court shall order indemnification, in which case the director or officer Indemnitee shall be entitled to recover the expenses Expenses of securing such reimbursement; or (b) if it such court determines that the director or officer Indemnitee is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director or officer Indemnitee (i) has met the standards of conduct set forth in Section 2-418(b) of the MGCL or (ii) has been adjudged liable for receipt of an improper personal benefit under Section 2-418(c) of the MGCL, the court may order such indemnification as the court shall deem proper. However, indemnification with respect proper without regard to any Proceeding limitation on such court-ordered indemnification contemplated by or in the right of the Company or in which liability shall have been adjudged in the circumstances described in Section 2-418(c(d)(2)(ii) of the MGCL shall be limited to ExpensesMGCL.

Court-Ordered Indemnification. Notwithstanding any other provision of this AgreementSubject to the limitations in Section 4.5, a court of appropriate jurisdiction, upon application of a director or officer (including the Indemnitee) Indemnitee and such notice as the court shall require, may order indemnification in the following circumstances: (a) if it determines a director or officer the Indemnitee is entitled to reimbursement under Section 2-418(d)(1) of the MGCL, the court shall order indemnification, in which case the director or officer Indemnitee shall be entitled to recover the expenses Expenses of securing such reimbursement; or (b) if it determines that the director or officer Indemnitee is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director or officer Indemnitee (i) has met the standards of conduct set forth in Section 2-418(b) of the MGCL or (ii) has been adjudged liable for receipt of an improper personal benefit under Section 2-418(c) of the MGCL, the court may order such indemnification as the court shall deem proper. However, indemnification with respect to any Proceeding by or in the right of the Company or in which liability shall have been adjudged in the circumstances described in Section 2-418(c) of the MGCL shall be limited to Expenses.