Derivative Proceedings. (a) Except as provided in Section 2.2(b), the Company shall indemnify the Indemnified Person if he was or is a party to, or is threatened to be made a party to, or otherwise involved in, a Derivative Proceeding against amounts paid in settlement and Litigation Costs incurred in connection with the defense or settlement of such Derivative Proceeding to the fullest extent permitted by Pennsylvania law.
Derivative Proceedings. Sec. 101.451. DEFINITIONS. In this subchapter:
Derivative Proceedings. Joint shall indemnify the Indemnitee against all Expenses that the Indemnitee suffers or incurs in connection with the defense or settlement of any pending, completed or threatened Derivative Proceeding to which the Indemnitee is or was or is threatened to be made a party, or in which the Indemnitee is or was or is threatened to be made a witness or other participant, by reason of any action or inaction by the Indemnitee while providing Covered Service:
Derivative Proceedings. (i) Indemnitee shall be entitled to the rights of indemnification provided in this Section 3(b) if, by reason of Indemnitee's Corporate Status, the Indemnitee was or is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3(b), Indemnitee shall be indemnified against all Expenses and, subject to the provisions of subparagraph (ii) below, amounts paid in settlement not exceeding, in the judgment of the Board, the estimated Expense of litigating the Proceeding to conclusion, actually and reasonably incurred by the Indemnitee, or on the Indemnitee's behalf, in connection with the defense or settlement of such Proceeding or any matter therein or appeal thereof. The indemnification provided for hereby shall be authorized if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company. If applicable law so provides, no indemnification under this Section 3(b) shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable unless, and only to the extent that the court in which the Proceeding was brought, or any other court of competent jurisdiction, shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnification.
Derivative Proceedings. (a) Except as provided in Section 2.2(b), the Corporation shall indemnify Indemnitee if he was or is a party, or is threatened to be made a party, to any Derivative Proceeding to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another Entity, against Losses in connection with the defense or settlement of such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation.
Derivative Proceedings. Stericycle shall indemnify the Indemnitee against all Expenses that the Indemnitee suffers or incurs in connection with the defense or settlement of any pending, completed or threatened Derivative Proceeding to which the Indemnitee is or was or is threatened to be made a party, or in which the Indemnitee is or was or is threatened to be made a witness or other participant, by reason of any action or inaction by the lndemnitee while providing Covered Service, whether before or after the date of this Agreement:
Derivative Proceedings. (a) Except as provided in Section 2.2(b), the Corporation shall indemnify Indemnitee if he or she was or is a party, or is threatened to be made a party, to or is otherwise involved in any Derivative Proceeding to procure a judgment in its favor by reason of the fact that Indemnitee, his or her testator or intestate, is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another Entity, against amounts paid in settlement and Litigation Costs in connection with the defense or settlement of such Proceeding if he or she acted in good faith, without fraudulent intent and for a purpose which he or she reasonably believed to be in or not opposed to the best interests of the Corporation.
Derivative Proceedings. The Company shall indemnify Indemnitee ---------------------- against any and all Expenses, judgments, fines, penalties, settlements and other amounts actually and reasonably incurred by him in connection with the defense or settlement of a Derivative Proceeding if, with respect to the acts or omissions of Indemnitee which are the subject of the Proceeding, Indemnitee acted in good faith and in a manner which he believed to be in the best interests of the Company and its shareholders; except that no indemnification shall be made hereunder in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged liable to the Company in the performance of his duty to the Company and its shareholders unless, and then only to the extent that the court in which such Proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Expenses.
Derivative Proceedings. The Company shall indemnify the Indemnitee against all Expenses that the Indemnitee suffers or incurs in connection with the defense or settlement of any pending, completed or threatened Derivative Proceeding to which the Indemnitee is or was or is threatened to be made a party, or in which the Indemnitee is or was or is threatened to be made a witness or other participant, by reason of any action or inaction by the Indemnitee while providing Covered Service:
Derivative Proceedings. Sec. 101.451.
