Exceptions to Indemnification for Third Party Proceedings. If indemnification is requested under Section 3(a) and there has been a final non-appealable judgment by a court of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Indemnitee failed to act (x) in good faith and (y) in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, (ii) with respect to any criminal action or proceeding, the Indemnitee had reasonable cause to believe that the Indemnitee’s conduct was unlawful, the Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder.
Appears in 5 contracts
Samples: Director and Officer Indemnification Agreement (Napco Security Technologies, Inc), Director and Officer Indemnification Agreement (SJW Group), Director and Officer Indemnification Agreement (Homeunion Holdings, Inc.)
Exceptions to Indemnification for Third Party Proceedings. If indemnification is requested under Section 3(a) and there has been a final non-appealable judgment by a court of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Indemnitee failed to act (x) in good faith and (y) in a manner the Indemnitee reasonably believed deemed to be in or not opposed to reasonable and consistent with the best interests of the Company, or, Company and not opposed thereto or (ii) with respect to any criminal action or proceeding, the Indemnitee had reasonable cause to believe that the Indemnitee’s conduct was unlawful, the Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder.
Appears in 3 contracts
Samples: Director and Officer Indemnification Agreement (EVERTEC, Inc.), Director and Officer Indemnification Agreement (EVERTEC, Inc.), Director and Officer Indemnification Agreement (EVERTEC, Inc.)
Exceptions to Indemnification for Third Party Proceedings. If indemnification is requested under Section 3(a) and there has been a final non-appealable judgment by a court of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Indemnitee failed to act (x) in good faith and (y) in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, or (ii) with respect to any criminal action or proceeding, the Indemnitee had reasonable cause to believe that the Indemnitee’s conduct was unlawful, the Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder.
Appears in 2 contracts
Samples: Director and Officer Indemnification Agreement, Director and Officer Indemnification Agreement (Veritone, Inc.)
Exceptions to Indemnification for Third Party Proceedings. If indemnification is requested under Section 3(a) and there has been a final non-appealable judgment by a court of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (ix) the Indemnitee failed to act (xi) in good faith and (yii) in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, (iiy) with respect to any criminal action or proceeding, the Indemnitee had reasonable cause to believe that the Indemnitee’s conduct was unlawful, the Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder.
Appears in 2 contracts
Samples: Director and Officer Indemnification Agreement (Rexnord Corp), Director and Officer Indemnification Agreement (Rexnord Corp)
Exceptions to Indemnification for Third Party Proceedings. If indemnification is requested under Section 3(a3(a)(i) and there has been a final non-appealable judgment by a court of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Indemnitee failed to act (x) in good faith and (y) in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, (ii) with respect to any criminal action or proceeding, the Indemnitee had reasonable cause to believe that the Indemnitee’s conduct was unlawful, the Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder.
Appears in 2 contracts
Samples: Indemnification Agreement (Aperion Biologics, Inc.), Indemnification Agreement (Sangamo Biosciences Inc)
Exceptions to Indemnification for Third Party Proceedings. If indemnification is requested under Section 3(a) and there has been a final non-appealable judgment by a court of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has arisen, (i) the Indemnitee failed to act (xi) in good faith and (yii) in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, (ii) with respect to any criminal action or proceeding, the Indemnitee had reasonable cause to believe that the Indemnitee’s conduct was unlawful, the Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder.
Appears in 1 contract
Samples: Director and Officer Indemnification Agreement (Francesca's Holdings CORP)
