Common use of Indemnification in Derivative Actions Clause in Contracts

Indemnification in Derivative Actions. Subject to Section 10 hereof, the Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or otherwise involved in any Proceeding by or in the name of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was an Agent of the Company, or by reason of any act or inaction by the Indemnitee in any such capacity (including, but not limited to, any written statement of the Indemnitee that (i) is a Required Statement or (ii) is made to another officer or employee of the Company to support a Required Statement), against all Expenses actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement, or appeal of such Proceedings, but only if the Indemnitee, subject to the presumption set forth in Section 3(c) hereof, 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; provided, however, that no indemnification under this subsection (b) shall be made in respect of any claim, issue or matter as to which the Indemnitee shall have been finally adjudged to be liable to the Company by a court of competent jurisdiction, except and only to the extent that any court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper.

Indemnification in Derivative Actions. Subject to Section 10 hereofbelow, the Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or otherwise involved in any Proceeding proceeding by or in the name of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was an Agent agent of the Company, or by reason of any act or inaction by the Indemnitee him in any such capacity (including, but not limited to, any written statement of the Indemnitee that (i) is a Required Statement or (ii) is made to another officer or employee of the Company to support a Required Statement), against all Expenses expenses actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement, or appeal of such Proceedingsproceedings, but only if the Indemnitee, subject to the presumption set forth in Section 3(c) hereof, Indemnitee acted in good faith and in a manner the Indemnitee he reasonably believed to be in, or not opposed to, the best interests of the Company; provided, however, that no indemnification under this subsection (b) shall be made in respect of any claim, issue or matter as to which the Indemnitee shall have been finally adjudged to be liable to the Company by a court of competent jurisdiction, except unless and only to the extent that any court in which such Proceeding proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee such person is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper.

Indemnification in Derivative Actions. Subject to Section 10 hereof15 below, the Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or otherwise involved in any Proceeding proceeding by or in the name of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was an Agent agent of the Company, or by reason of any act or inaction by the Indemnitee him in any such capacity (including, but not limited to, any written statement of the Indemnitee that (i) is a Required Statement or (ii) is made to another officer or employee of the Company to support a Required Statement), against all Expenses expenses actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement, or appeal of such Proceedingsproceedings, but only if the Indemnitee, subject to the presumption set forth in Section 3(c) hereof, Indemnitee acted in good faith and in a manner the Indemnitee he reasonably believed to be in, or not opposed to, the best interests of the Company, pursuant to the presumption set forth in subsection (c) below; provided, however, that no indemnification under this subsection (b) shall be made in respect of any claim, issue or matter as to which the Indemnitee shall have been finally adjudged to be liable to the Company by a court of competent jurisdictionjurisdiction due to willful misconduct of a culpable nature in the performance of the Indemnitee’s duty to the Company, except unless and only to the extent that any court in which such Proceeding proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee such person is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper.

Indemnification in Derivative Actions. Subject to Section 10 hereofbelow, the Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or otherwise involved in any Proceeding proceeding by or in the name of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was an Agent agent of the Company, or by reason of any act or inaction by the Indemnitee him in any such capacity (including, but not limited to, any written statement of the Indemnitee that (i) is a Required Statement or (ii) is made to another officer or employee of the Company to support a Required Statement), against all Expenses expenses actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement, or appeal of such Proceedingsproceedings, but only if the Indemnitee, subject to the presumption set forth in Section 3(c) hereof, Indemnitee acted in good faith and in a manner the Indemnitee he reasonably believed to be in, or not opposed to, the best interests of the Company, pursuant to the presumption set forth in subsection (c) below; provided, however, that no indemnification under this subsection (b) shall be made in respect of any claim, issue or matter as to which the Indemnitee shall have been finally adjudged to be liable to the Company by a court of competent jurisdictionjurisdiction due to willful misconduct of a culpable nature in the performance of the Indemnitee’s duty to the Company, except unless and only to the extent that any court in which such Proceeding proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee such person is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper.

Indemnification in Derivative Actions. Subject to Section 10 hereof, the Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or otherwise involved in any Proceeding by or in the name of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was an Agent of the CompanyAgent, or by reason of any act or inaction by the Indemnitee in any such capacity (including, but not limited to, any written statement of the Indemnitee that (i) is a Required Statement or (ii) is made to another officer or employee of the Company to support a Required Statement), against all Expenses actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement, or appeal of such Proceedings, but only if the Indemnitee, subject to the presumption set forth in Section 3(c) hereof, 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; provided, however, that no indemnification under this subsection (b) shall be made in respect of any claim, issue or matter as to which the Indemnitee shall have been finally adjudged to be liable to the Company by a court of competent jurisdiction, except and only to the extent that any court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper.

Indemnification in Derivative Actions. Subject to Section 10 hereofbelow, the Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or otherwise involved in any Proceeding proceeding by or in the name of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was an Agent agent of the Company, or by reason of any act or inaction by the Indemnitee in any such capacity (including, but not limited to, any written statement of the Indemnitee that (i) is a Required Statement or (ii) is made to another officer or employee of the Company to support a Required Statement)capacity, against all Expenses expenses actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement, or appeal of such Proceedingsproceedings, but only if the Indemnitee, subject to the presumption set forth in Section 3(c) hereof, 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, pursuant to the presumption set forth in subsection (c) below; provided, however, that no indemnification under this subsection (b) Section 3 shall be made in respect of any claim, issue or matter as to which the Indemnitee shall have been finally adjudged to be liable to the Company by a court of competent jurisdictionjurisdiction due to willful misconduct of a culpable nature in the performance of the Indemnitee's duty to the Company, except unless and only to the extent that any court in which such Proceeding proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee such person is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper.

Indemnification in Derivative Actions. Subject to Section 10 hereofbelow, the Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or otherwise involved in any Proceeding proceeding by or in the name of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was an Agent agent of the Company, or by reason of any act or inaction by the Indemnitee him in any such capacity (including, but not limited to, any written statement of the Indemnitee that (i) is a Required Statement or (ii) is made to another officer or employee of the Company to support a Required Statement)capacity, against all Expenses expenses actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement, or appeal of such Proceedingsproceedings, but only if the Indemnitee, subject to the presumption set forth in Section 3(c) hereof, Indemnitee acted in good faith and in a manner the Indemnitee he reasonably believed to be in, or not opposed to, the best interests of the Company, pursuant to the presumption set forth in subsection (c) below; provided, however, that no indemnification under this subsection (b) Section 3 shall be made in respect of any claim, issue or matter as to which the Indemnitee shall have been finally adjudged to be liable to the Company by a court of competent jurisdictionjurisdiction due to willful misconduct of a culpable nature in the performance of the Indemnitee's duty to the Company, except unless and only to the extent that any court in which such Proceeding proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee such person is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper.

Indemnification in Derivative Actions. Subject to Section 10 hereofbelow, the Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or otherwise involved in any Proceeding proceeding by or in the name of the Company or a subsidiary of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was an Agent agent of the Company or a subsidiary of the Company, or by reason of any act or inaction by the Indemnitee him or her in any such capacity (including, but not limited to, any written statement of the Indemnitee that (i) is a Required Statement or (ii) is made to another officer or employee of the Company to support a Required Statement)capacity, against all Expenses expenses actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement, or appeal of such Proceedingsproceedings, but only if the Indemnitee, subject to the presumption set forth in Section 3(c) hereof, Indemnitee acted in good faith and in a manner the Indemnitee she reasonably believed to be in, or not opposed to, the best interests of the Company or a subsidiary of the Company; provided, however, except that no indemnification under this subsection (b) Section 3 shall be made in respect of any claim, issue or matter as to which the Indemnitee shall have been finally adjudged to be liable to the Company or a subsidiary of the Company by a 2 3 court of competent jurisdictionjurisdiction due to willful misconduct of a culpable nature in the performance of the Indemnitee's duty to the Company or a subsidiary of the Company, except unless and only to the extent that any court in which such Proceeding proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee such person is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper. 4.