Determination of Good Faith. In the event that Section 4.1 is inapplicable, the Company shall also indemnify Indemnitee unless, and only to the extent that, the Company shall prove by clear and convincing evidence to a forum listed in Section 4.3 below that Indemnitee did not act in Good Faith.
Appears in 3 contracts
Samples: Indemnification Agreement (SNAP-ON Inc), Indemnification Agreement (Ablest Inc), Indemnification Agreement (Snap on Inc)
Determination of Good Faith. In the event that Section 4.1 is inapplicable, --------------------------- the Company shall also indemnify Indemnitee unless, and only to the extent that, the Company shall prove by clear and convincing evidence to a forum listed in Section 4.3 4.4 below that Indemnitee did not act in Good Faith. A claim, issue or matter in any Proceeding for which there has been no determination under this Section is sometimes referred to herein as a "good-faith claim."
Appears in 1 contract
Samples: Indemnification Agreement (Colonial Commercial Corp)
Determination of Good Faith. In the event that Section 4.1 IV.1 is inapplicable, the Company shall also indemnify Indemnitee unless, and only to the extent that, the Company shall prove by clear and convincing evidence to a forum listed in Section 4.3 IV.3 below that Indemnitee did not act in Good Faith.
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