Indemnification of Director. The Company hereby agrees that it shall hold harmless and indemnify Director to the fullest extent authorized and permitted by the provisions of the Articles and the Company's Bylaws (the "BYLAWS") and the provisions of the Corporation Act, or by any amendment thereof, but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than the Articles, Bylaws or Corporation Act permitted the Company to provide prior to such amendment, or other statutory provisions authorizing or permitting such indemnification which is adopted after the date hereof.
Indemnification of Director. State Auto shall indemnify the Director to the maximum extent permitted by the OCL in effect on the date of this Agreement, and as the OCL may be hereafter amended from time to time (but, in the case of any such amendment, only to the extent the amendment permits State Auto to provide broader indemnification rights and protection than the OCL permitted State Auto to provide before the amendment), by reason of the Director serving as a Corporate Fiduciary (as defined in Section 19).
Indemnification of Director. The Company agrees to hold harmless and indemnify Director to the fullest extent permitted by law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality of the foregoing indemnification:
Indemnification of Director. (1) Provided the determination required under Section 5 has been made, the Company shall indemnify any Director made a Party to any Proceeding by reason of service in that Director's Official Capacity unless it is established that:
(i) The act or omission of the Director was material to the matter giving rise to the proceeding; and
1. Was committed in bad faith; or
2. Was the result of active and deliberate dishonesty; or
(ii) The Director actually received an improper personal benefit in money, property, or services; or
(iii) In the case of any criminal proceeding, the Director had reasonable cause to believe that the act or omission was unlawful.
(2) (i) Indemnification shall be against judgments, penalties, fines, settlements, and reasonable Expenses actually incurred by the Director in connection with the Proceeding.
Indemnification of Director. Subject to Section 2 below, the Corporation shall hold harmless, protect, defend and indemnify Director against any and all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by Director in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including any action by or in the right of the Corporation) to which Director is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Director is, or was or at any time becomes a director, officer, employee or agent of the Corporation, or is or was serving or at any time serves at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture trust or other enterprise. The foregoing indemnification is expressly intended to, and shall, apply to any and all liability or expenses arising on or after the date Director became a director of the Corporation, even if prior to the date hereof.
Indemnification of Director. Subject only to the exclusions set forth in this Agreement, the Company hereby agrees to hold harmless and indemnify Director to the full extent authorized or permitted by Section 145 of the DGCL, including any amendment thereof, or any other statutory provisions authorizing or permitting such indemnification which are adopted after the date hereof. Notwithstanding the foregoing, the Company shall not be required to indemnify Director for any losses to the extent that such losses are covered by directors and officers liability insurance as described in Section 1 above. Without limiting the generality of the foregoing:
Indemnification of Director. Subject only to the exclusions set forth in this Agreement, i-STAT hereby agrees to hold harmless and indemnify Director to the full extent authorized or permitted by Section 145 of the DGCL, including any amendment thereof, or any other statutory provisions authorizing or permitting such indemnification which are adopted after the date hereof. Notwithstanding the foregoing, i-STAT shall not be required to indemnify Director for any losses to the extent that such losses are covered by directors and officers liability insurance as described in Section 1 above. Without limiting the generality of the foregoing:
(a) Third Party Actions. i-STAT shall indemnify Director if Director was or is a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of i-STAT) by reason of the fact that Director is or was or had agreed to serve as (so long as Director actually is serving or did so serve) a director of i-STAT, or is or was serving or had agreed to serve as a director (so long as Director actually is serving or did so serve) at the request of i-STAT as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, against any and all expenses (including attorneys' fees), liabilities, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Director or on Director's behalf in connection with such action, suit or proceeding, and any appeal therefrom, if Director acted in good faith and in a manner Director reasonably believed to be in or not opposed to the best interests of i-STAT, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Director's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that Director did not satisfy the foregoing standard of conduct to the extent applicable thereto.
(b) Suits By or in the Right of i-STAT. i-STAT shall indemnify Director if Director is or was a party or is threatened to be made a party to any action or
Indemnification of Director. The Corporation shall indemnify the Director to the maximum extent permitted by Arizona law. Without limiting the foregoing and subject to Section 4 below, if the Director meets the standard of conduct described in A.R.S. § 10-851.A.1, the Corporation shall indemnify the Director against any Liability incurred with respect to any Proceeding or claim arising from the status of the Director as an individual who is or was a director of the Corporation or who is or was serving at the Corporation’s request with respect to any subsidiary, affiliate, or employee benefit plan of the Corporation. The foregoing indemnification is expressly intended to, and shall, apply to any and all such Liability and Expenses arising on or after the date Director became a director of the Corporation, even if prior to the date hereof. Authorization of indemnification shall be made as provided in A.R.S. § 10- 855, provided that if the Director was the prevailing party such authorization is not required. The term of this Agreement shall be perpetual.
Indemnification of Director. RenRe shall defend, hold harmless and indemnify Director to the fullest extent permitted by Bermuda law, as currently in effect or as it may hereafter be amended, from and against any and all damages, losses, liabilities, obligations, claims of any kind, costs, interest or expense (including, without limitation, reasonable attorneys' fees and expenses) (collectively, "Losses") that may be incurred or suffered by Director in connection with or arising out of his service as a member of the Board of Directors of RenRe, subject only to the provisions of Section 4 below.
Indemnification of Director. (1) Provided the determination required under Section 5 has been made, the Company shall indemnify any Director (or officer, employee or agent as set forth below in Section 9) made a Party to any Proceeding by reason of service in that Director's Official Capacity unless it is established that:
(i) The act or omission of the Director was material to the matter giving rise to the proceeding; and
1. Was committed in bad faith; or
2. Was the result of active and deliberate dishonesty; or
(ii) The Director actually received an improper personal benefit in money, property, or services; or
(iii) In the case of any criminal proceeding, the Director had reasonable cause to believe that the act or omission was unlawful.
(2) (i) Indemnification shall be against judgments, penalties, fines, settlements, and reasonable Expenses actually incurred by the Director in connection with the Proceeding.
