Common use of Indemnification of Covered Persons in Company Proceedings Clause in Contracts

Indemnification of Covered Persons in Company Proceedings. The Company shall indemnify any person who was or is a Covered Person and who was or is a party or is threatened to be made a party to any “company proceeding” (which shall include for purposes of this Article any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor and any investigative proceeding by the Company) by reason of the fact that such person was or is a Covered Person of the Company, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such corporate action if such person acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of such person’s duty to the Company unless and only to the extent that the Court of Chancery or the court in which such company proceedings was pending shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Covered Person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.