Extent of Indemnification. If Director is entitled to indemnification pursuant to this Agreement, the Company shall indemnify Director against all judgments, penalties, fines, settlements and reasonable expenses incurred by Director, including without limitation all applicable taxes, in connection with the proceeding. However, if the Director is found liable to the Company, the indemnification (1) shall be limited to reasonable expenses actually incurred by Director in connection with the proceeding, and (2) shall not be made in respect of any proceeding in which Director shall have been found liable for willful or intentional misconduct in the performance of Director’s duty to the Company. The reasonableness of the Director’s expenses contemplated in this Section 5.2 shall be determined in the same manner that the determination of indemnification is made under Section 5.3.
Appears in 10 contracts
Samples: Director Appointment Agreement (Resaca Exploitation, Inc.), Director Appointment Agreement (Resaca Exploitation, Inc.), Director Appointment Agreement (Resaca Exploitation, Inc.)
