Common use of Derivative Actions Clause in Contracts

Derivative Actions. If the Indemnitee is a person who 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 fact that he is or was an agent of the Company, or by reason of anything done or not done by him in any such capacity, against any amounts paid in settlement of any such proceeding, to the maximum extent permitted by law, and all expenses actually and reasonably incurred by him in connection with the investigation, defense, settlement, or appeal of such proceeding if he acted in good faith and in a manner he rea sonably believed to be in or not opposed to the best interests of the Company; except that no indemnification under this subsection shall be made in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the Company, unless and only to the extent that the Court of Chancery or the court in which such proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the Court of Chancery or such other court shall deem proper; and

Derivative Actions. If the Indemnitee is a person who 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 fact that he or she is or was an agent of the Company, or by reason of anything done or not done by him or her in any such capacity, against any amounts paid in settlement of any such proceeding, to the maximum extent permitted by law, proceeding and all expenses actually and reasonably incurred by him or her in connection with the investigation, defense, settlement, or appeal of such proceeding if he or she acted in good faith and in a manner he rea sonably or she reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification under this subsection shall be made in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the Company, Company after the time for an appeal has expired by a court of competent jurisdiction due to willful misconduct of a culpable nature in the performance of his or her duty to the Company unless and only to the extent that the Court of Chancery or the court in which such proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the Court of Chancery or such other court shall deem proper; and

Derivative Actions. If the Indemnitee is a person who 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 fact that he is or was an agent of the Company, or by reason of anything done or not done by him in any such capacity, against any amounts paid in settlement of any such proceeding, to the maximum extent permitted by law, proceeding and all expenses actually and reasonably incurred by him in connection with the investigation, defense, settlement, settlement or appeal of such proceeding if he acted in good faith and in a manner he rea sonably reasonably believed to be in in, or not opposed to to, the best interests of the Company; except that no indemnification under this subsection shall be made in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the Company by a court of competent jurisdiction due to willful misconduct of a culpable nature in the performance of his duty to the Company, unless and only to the extent that the Court of Chancery or the court in which such proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the Court of Chancery or such other court shall deem proper; and.

Derivative Actions. If the Indemnitee is a person who 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 fact that he or she is or was an agent of the Company, or by reason of anything done or not done by him or her in any such capacity, against any amounts paid in settlement of any such proceeding, to the maximum extent permitted by law, proceeding and all expenses actually and reasonably incurred by him or her in connection with the investigation, defense, settlement, or appeal of such proceeding if he or she acted in good faith and in a manner he rea sonably or she reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification under this subsection shall be made in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the Company, Company after the time for an appeal has expired by a court of competent jurisdiction due to willful misconduct of a culpable nature in the performance of his or her duty to the Company unless and only to the extent that the Court of Chancery or the court in which such proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the Court of Chancery or such other court shall deem proper; and

Derivative Actions. If the Indemnitee is a person who 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 fact that he is or was an agent of the Company, or by reason of anything done or not done by him in any such capacity, against any amounts paid in settlement of any such proceeding, to the maximum extent permitted by law, proceeding and all expenses actually and reasonably incurred by him in connection with the investigation, defense, settlement, or appeal of such proceeding if he acted in good faith and in a manner he rea sonably reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification under this subsection shall be made in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the Company, Company by a court of competent jurisdiction due to willful misconduct of a culpable nature in the performance of his duty to the Company unless and only to the extent that the Court of Chancery or the court in which such proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the Court of Chancery or such other court shall deem proper; and

Derivative Actions. If the Indemnitee is a person who 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 fact that he is or was an agent of the Company, or by reason of anything done or not done by him in any such capacity, against any amounts paid in settlement of any such proceeding, to the maximum extent permitted by law, proceeding and all expenses actually and reasonably incurred by him in connection with the investigation, defense, settlement, or appeal of such proceeding if he acted in good faith and in a manner he rea sonably reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification under this subsection shall be made in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the Company by a court of competent jurisdiction due to willful misconduct of a culpable nature in the performance of his duty to the Company, unless and only to the extent that the Court of Chancery or the court in which such proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the Court of Chancery or such other court shall deem proper; and

Derivative Actions. If the Indemnitee is a person who 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 fact that he or she is or was an agent of the Company, or by reason of anything done or not done by him or her in any such capacity, the Company shall indemnify the Indemnitee against any amounts paid in settlement of any such proceeding, to the maximum extent permitted by law, and all expenses actually and reasonably incurred by him or her in connection with the investigation, defense, settlement, resolution or appeal of such proceeding if he proceeding, provided the Indemnitee acted in good faith and in a manner he rea sonably or she reasonably believed to be in or not opposed to the best interests of the CompanyCompany and its stockholders; except that no indemnification under this subsection 4(b) shall be made in respect of to any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the Company, Company by a court of competent jurisdiction unless and only to the extent that the Court of Chancery or the court in which such proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the Court of Chancery or such other court shall deem proper; and.

Derivative Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding Claim by or in the right of the Company to procure a judgment in its favor by reason of the fact that he or she is or was an agent Agent of the Company, or by reason of anything done or not done by him or her in any such capacity, the Company shall indemnify the Indemnitee against any amounts paid in settlement of any such proceeding, to the maximum extent permitted by law, Claim and all expenses Expenses actually and reasonably incurred by him or her in connection with the investigation, defense, settlement, settlement or appeal of such proceeding Claim if he or she acted in good faith and in a manner he rea sonably or she reasonably believed to be in in, or not opposed to to, the best interests of the Company; except that no indemnification under this subsection shall be made in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the Company by a court of competent jurisdiction due to willful misconduct of a culpable nature in the performance of his or her duty to the Company, unless and only to the extent that the Court of Chancery or the court in which such proceeding was brought shall determine upon application that, despite the adjudication of liability but and in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the Court of Chancery or such other court shall may deem proper; and.

Derivative Actions. If the Indemnitee is a person who 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 fact that he [he][she] is or was an agent of the Company, or by reason of anything done or not done by him [him][her] in any such capacity, against any amounts paid in settlement of any such proceeding, to the maximum extent permitted by law, proceeding and all expenses actually and reasonably incurred by him [him][her] in connection with the investigation, defense, settlement, settlement or appeal of such proceeding if he [he][she] acted in good faith and in a manner he rea sonably [he][she] reasonably believed to be in in, or not opposed to to, the best interests of the Company; except that no indemnification under this subsection shall be made in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the Company, unless and only to the extent that the Court of Chancery or the court in which such proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the Court of Chancery or such other court shall deem proper; and;

Derivative Actions. If the Indemnitee is a person who 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 fact that he the Indemnitee is or was an agent of the Company, or by reason of anything done or not done by him the Indemnitee in any such capacity, against any amounts paid in settlement of any such proceeding, to the maximum extent permitted by law, and all expenses actually and reasonably incurred by him the Indemnitee in connection with the investigation, defense, settlement, or appeal of such proceeding if he the Indemnitee acted in good faith and in a manner he rea sonably the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; except that no such indemnification under this subsection shall also be made in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the Company, unless and only to the extent that granted if the Court of Chancery or the court in which such proceeding was brought shall determine upon application application, that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the Court of Chancery or such other court shall deem proper; and

Derivative Actions. If the Indemnitee is a person who 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 fact that he is or was an agent of the Company, or by reason of anything done or not done by him in any such capacity, against any amounts paid in settlement of any such proceeding, to the maximum extent permitted by law, and all expenses actually and reasonably incurred by him in connection with the investigation, defense, settlement, or appeal of such proceeding if he acted in good faith and in a manner he rea sonably reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification under this subsection shall be made in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the Company, unless and only to the extent that the Court of Chancery or the court in which such proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the Court of Chancery or such other court shall deem proper; and

Derivative Actions. If the Indemnitee is a person who 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 fact that he is or was an agent of the Company, or by reason of anything done or not done by him in any such capacity, against any amounts paid in settlement of any such proceeding, to the maximum extent permitted by law, proceeding and all expenses actually and reasonably incurred by him in connection with the investigation, defense, settlement, settlement or appeal of such proceeding if he acted in good faith and in a manner he rea sonably reasonably believed to be in in, or not opposed to to, the best interests of the Company; except EXCEPT that no indemnification under this subsection shall be made in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the Company by a court of competent jurisdiction due to willful misconduct of a culpable nature in the performance of his duty to the Company, unless and only to the extent that the Court of Chancery or the court in which such proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the Court of Chancery or such other court shall deem proper; and

Derivative Actions. If the Indemnitee is a person who 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 fact that he he/she is or was an agent of the Company, or by reason of anything done or not done by him him/her in any such capacity, the Company shall indemnify the Indemnitee against any amounts paid in settlement of any such proceeding, to the maximum extent permitted by law, and all expenses actually and reasonably incurred by him him/her in connection with the investigation, defense, settlement, or appeal of such proceeding if he he/she acted in good faith and in a manner he rea sonably he/she reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification under this subsection 4(b) shall be made in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the Company, Company unless and only to the extent that the Court of Chancery or the court in which such proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the Court of Chancery or such other court shall deem proper; and

Derivative Actions. If the Indemnitee is a person who 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 fact that he he/she is or was an agent of the Company, or by reason of anything done or not done by him him/her in any such capacity, the Company shall indemnify the Indemnitee against any amounts paid in settlement of any such proceeding, to the maximum extent permitted by law, and all expenses actually and reasonably incurred by him him/her in connection with the investigation, defense, settlement, or appeal of such proceeding if he he/she acted in good faith and in a manner he rea sonably he/she reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification under this subsection 5(b) shall be made in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the Company, Company unless and only to the extent that the Court of Chancery or the court in which such proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the Court of Chancery or such other court shall deem proper; and

Derivative Actions. If the Indemnitee is a person who 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 fact that he is or was an agent of the Company, or by reason of anything done or not done by him in any such capacity, against any amounts paid in settlement of any such proceeding, to the maximum extent permitted by law, proceeding and all expenses actually and reasonably incurred by him in connection with the investigation, defense, settlement, settlement or appeal of such proceeding if he acted in good faith and in a manner he rea sonably reasonably believed to be in in, or not opposed to to, the best interests of the Company; except that no indemnification under this subsection shall be made in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the Company by a court of competent jurisdiction due to willful misconduct of a culpable nature in the performance of his duty to the Company, unless and only to the extent that the Court of Chancery or the court in which such proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the Court of Chancery or such other court shall deem proper; and;

Derivative Actions. If the Indemnitee is a The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding threatened, pending or completed action or suit by or in the right of the Company Corporation to procure a judgment in its favor by reason of the fact that he is or was an agent a director or officer of the CompanyCorporation, or by reason is or was serving at the request of anything done the Corporation as a director or not done by him in any such capacityofficer of another corporation, partnership, joint venture, trust or other enterprise, against any amounts paid in settlement of any such proceeding, to the maximum extent permitted by law, and all expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the investigation, defense, settlement, defense or appeal settlement of such proceeding action or suit if he acted in good faith and in a manner he rea sonably reasonably believed to be in or not opposed to the best interests of the Company; Corporation and except that no indemnification under this subsection shall be made in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the Company, Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such proceeding action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts expenses which the Court of Chancery or such other court shall deem proper; and.

Derivative Actions. If the Indemnitee is a person who 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 fact that he is or was an agent of the Company, or by reason of anything done or not done by him in any such capacity, against any amounts paid in settlement of any such proceeding, to the maximum extent permitted by law, and all expenses actually and reasonably incurred by him in connection with the investigation, defense, settlement, or appeal of such proceeding if he acted in good faith and in a manner he rea sonably reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification under this subsection shall be made in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the Company, Company by a court of competent jurisdiction due to willful misconduct of a culpable nature in the performance of his duty to the Company unless and only to the extent that the Court of Chancery or the court in which such proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the Court of Chancery or such other court shall deem proper; and

Derivative Actions. If the Indemnitee is a person who 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 fact that he is or was an agent of the Company, or by reason of anything done or not done by him in any such capacity, against any amounts paid in settlement of any such proceeding, to the maximum extent permitted by law, proceeding and all expenses actually and reasonably incurred by him in connection with the investigation, defense, settlement, settlement or appeal of such proceeding if he acted in good faith and in a manner he rea sonably reasonably believed to be in in, or not opposed to to, the best interests of the Company; except that no indemnification under this subsection shall be made in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the CompanyCompany by a court of competent jurisdiction, unless and only to the extent that the Court of Chancery or the court in which such proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the Court of Chancery or such other court shall deem proper; and

Derivative Actions. If the Indemnitee is a person who 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 fact that he is or was a director and/or an agent of the Company, or by reason of anything done or not done by him in any such capacity, against any amounts paid in settlement of any such proceeding, to the maximum extent permitted by law, proceeding and all expenses actually and reasonably incurred by him in connection with the investigation, defense, settlement, settlement or appeal of such proceeding if he acted in good faith and in a manner he rea sonably reasonably believed to be in in, or not opposed to to, the best interests of the Company; except that no indemnification under this subsection shall be made in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the CompanyCompany by a court of competent jurisdiction, unless and only to the extent that the Court of Chancery or the court in which such proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the Court of Chancery or such other court shall deem proper; and.

Derivative Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding Claim by or in the right of the Company to procure a judgment in its favor by reason of the fact that he or she is or was an agent Agent of the Company, or by reason of anything done or not done by him or her in any such capacity, the Company shall indemnify the Indemnitee against any amounts paid in settlement of any such proceeding, to the maximum extent permitted by law, Claim and all expenses Expenses actually and reasonably incurred by him or her in connection with the investigation, defense, settlement, settlement or appeal of such proceeding Claim if he or she acted in good faith and in a manner he rea sonably or she reasonably believed to be in in, or not opposed to to, the best interests of the Company; except that no indemnification under this subsection shall be made in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the Company by a court of competent jurisdiction due to willful misconduct of a culpable nature in the performance of his duty to the Company, unless and only to the extent that the Court of Chancery or the court in which such proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the Court of Chancery or such other court shall deem proper; and.

Derivative Actions. If the Indemnitee is a person who 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 fact that he the Indemnitee is or was an agent of the Company, or by reason of anything done or not done by him the Indemnitee in any such capacity, against any amounts paid in settlement of any such proceeding, to the maximum extent permitted by law, proceeding and all expenses actually and reasonably incurred by him the Indemnitee in connection with the investigation, defense, settlement, or appeal of such proceeding if he acted in good faith and in a manner he rea sonably the Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Company; except that no indemnification under this subsection shall be made in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the Company, unless and only to the extent that the Court of Chancery or the court in which such proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts amount which the Court of Chancery or such other court shall deem proper; and