Exceptions to Indemnification. 5.1 No indemnification pursuant to this Agreement shall be paid by the Company on account of any Proceeding in which it has been adjudicated finally by a court of competent jurisdiction that, in connection with the claim for indemnification, Indemnitee failed to act in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company.
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Samples: Indemnification Agreement (Elandia International Inc.), Indemnification Agreement (Elandia International Inc.), Indemnification Agreement (Elandia International Inc.)
Exceptions to Indemnification. 5.1 (a) No indemnification pursuant to this Agreement shall be paid by the Company on account of any Proceeding in which it has been adjudicated finally by a court of competent jurisdiction that, in connection with the claim for indemnification, Indemnitee failed to act in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company.
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