Derivative Proceedings Sample Clauses

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: (a) if the Indemnitee acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, Joint’s best interests; and (b) in addition, in the case of any claim, issue or matter as to which the Indemnitee has been adjudged liable to Joint, if (and only to the extent that) the court in which the Derivative Proceeding was brought determines upon application that despite the adjudication of liability, but in view of all of the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnification for those Expenses that the court considers proper.

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. (ii) Indemnification for amounts paid in settlement of the Proceeding noted in paragraph (i) above shall not exceed, in the judgment of the Board, the estimated Expense of litigating the Proceeding to conclusion; provided however that to the extent that Indemnitee is not satisfied with the amount estimated by the Board, Indemnitee may retain, at Indemnitee's own expense, an independent consultant/agent to assess and provide an amount of the estimated Expense of litigating the Proceeding to conclusion. Indemnitee shall present such independent analyses to the Board and to the extent of any discrepancy in the amounts estimated between the Board and the Indemnitee, and further to the extent that the Indemnitee and Board cannot resolve the differences between them, the parties agree to submit the matter to binding arbitration or mediation in accordance with the Commercial Arbitration Rules of the American Arbitration Association in or about the county of Cum...

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. (b) No indemnification under Section 2.2(a) shall be made in respect of: (i) a threatened action or a pending action which is settled or otherwise disposed of; or (ii) any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation, unless and only to the extent that a court of competent jurisdiction or the court in which such Proceeding was brought shall determine upon application that, in view of all relevant circumstances, Indemnitee is fairly and reasonably entitled to indemnification for such portion of the settlement amount and Litigation Costs which a court of competent jurisdiction or other such court shall deem proper.

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. Sec. 101.451.

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: (a) if the Indemnitee acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, Stericycle’s best interests; and (b) in addition, in the case of any claim, issue or matter as to which the Indemnitee has been adjudged liable to Stericycle, if (and only to the extent that) the court in which the Derivative Proceeding was brought determines upon application that despite the adjudication of liability, but in view of all of the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnification for those Expenses that the court considers proper.

Derivative Proceedings. Except as provided in Section 2.2(b), the Corporation shall indemnify Indemnitee, in accordance with the provisions of this Section 2.2, against all Litigation Costs actually and reasonably incurred by Indemnitee in connection with the defense or settlement of any Derivative Proceeding, including the amount of the judgment or settlement, if he or she acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation. No indemnification under Section 2.2(a) shall be made in respect of: a threatened action or a pending action which is settled or otherwise disposed of; or any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation, unless and only to the extent that the court in which such Derivative Proceeding was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all relevant circumstances, Indemnitee is fairly and reasonably entitled to indemnification for such portion of the settlement amount and Litigation Costs which the court shall deem proper. The termination of any Proceeding by judgment, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not in itself create a presumption (i) that Indemnitee did not act 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 or (ii) with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.