Indemnification of Indemnitee. The Company shall hold harmless and indemnify Indemnitee to the full extent authorized or permitted by the IBCA and the GBCC, as amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided for in this Section 1(a) if, by reason of Indemnitee’s Corporate Status (as hereinafter defined), Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in a manner Indemnitee believed in good faith to be in or not opposed to the best interests of the Company and, with respect to any criminal Proceeding, had no reasonable cause to believe such conduct was unlawful; provided, however, that no indemnification shall be made for any Expenses (as hereinafter defined), judgments, penalties, fines or amounts paid in settlement for which, under the IBCA and the GBCC, indemnification may not be authorized by action of the Board of Directors, the shareholders, or otherwise, including, but not limited to, any Expenses (as hereinafter defined), judgments, penalties, fines or amounts paid in settlement for: (i) any appropriation by Indemnitee, in violation of Indemnitee’s duties, of any business opportunity of the corporation; (ii) any acts or omissions of Indemnitee that involve intentional misconduct or a knowing violation of law; (iii) the types of liability set forth in Section 14-2-832 of the GBCC and the equivalent in the IBCA; or (iv) any transaction from which the Indemnitee received an improper personal benefit. Indemnification in connection with a Proceeding brought by or in the right of the Company is limited to reasonable expenses incurred in connection with such Proceeding upon a determination that Indemnitee has met the relevant standard of conduct under the IBCA and the GBCC.
Appears in 1 contract
Indemnification of Indemnitee. The Company shall hereby agrees to defend, hold harmless harmless, and indemnify Indemnitee to the full fullest extent authorized or permitted by the IBCA and the GBCClaw, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:
(a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided for in this Section 1(a) if, by reason of Indemnitee’s his or her Corporate Status (as hereinafter defineddefined below), the Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding (as hereinafter defineddefined below) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), the Company shall indemnify, defend, and hold Indemnitee shall harmless to the fullest extent permitted by applicable law, as such may be indemnified amended from time to time (but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than permitted prior to such amendment), against all (i) Expenses (as hereinafter defineddefined below), (ii) damages, losses, liabilities, judgments, penalties, fines (in each case whether civil, criminal, administrative or other including, but not limited to, excise and similar taxes), and amounts paid or payable in settlement including any interest and assessments and all other charges paid or payable in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness or participate in any Proceeding (collectively, “Losses”), actually and reasonably incurred by Indemnitee him or her, or on Indemnitee’s behalf his or her behalf, in connection with such Proceeding or any claim, issue issue, or matter therein, in any such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed in good faith to be in or not opposed to the best interests of the Company Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe such the Indemnitee’s conduct was unlawful; provided. The termination of any Proceeding by judgment, howeverorder, that no indemnification shall be made for any Expenses (as hereinafter defined)settlement, judgments, penalties, fines or amounts paid in settlement for which, under the IBCA and the GBCC, indemnification may not be authorized by action of the Board of Directors, the shareholdersconviction, or otherwiseupon a plea of nolo contendere or its equivalent, including, but not limited to, any Expenses (as hereinafter defined), judgments, penalties, fines or amounts paid in settlement for: (i) any appropriation by Indemnitee, in violation of Indemnitee’s dutiesshall not, of any business opportunity of itself, create a presumption that the corporation; (ii) any acts or omissions of Indemnitee that involve intentional misconduct or did not act in good faith and in a knowing violation of law; (iii) the types of liability set forth in Section 14-2-832 of the GBCC and the equivalent in the IBCA; or (iv) any transaction from manner which the Indemnitee received an improper personal benefitreasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had reasonable cause to believe that the Indemnitee’s conduct was unlawful.
(b) Proceedings by or in the Right of the Company. Indemnification Indemnitee will be entitled to the rights of indemnification provided in connection with this Section 1(b) if, by reason of his or her Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified to the fullest extent permitted by law, as such may be amended from time to time (but in the case of any such amendment, only to the extent that such amendment permits the Company is limited to reasonable expenses provide broader indemnification rights than permitted prior to such amendment) against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding upon if the Indemnitee acted in good faith and in a determination manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, that if applicable law so provides, no indemnification against such Expenses will be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee has been finally adjudged to be liable to the Company by a court of competent jurisdiction from which there is no further right of appeal unless and to the extent that the court in which such action or suit was brought determines that such indemnification may be made.
(c) Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has met is, by reason of his or her Corporate Status, a party to and is wholly successful, on the relevant standard merits or otherwise, in any Proceeding, he or she will be indemnified by the Company to the fullest extent permitted by law, as such may be amended from time to time (but in the case of conduct under any such amendment, only to the IBCA extent that such amendment permits the Company to provide broader indemnification rights than permitted prior to such amendment), against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with such Proceeding. If Indemnitee is not wholly successful in such Proceeding but is successful, on the GBCCmerits or otherwise, as to one or more but less than all claims, issues, or matters in such Proceeding, the Company will indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue, or matter. For purposes of this Section 1(c) and without limitation, the termination of any claim, issue, or matter in such a Proceeding by dismissal, with or without prejudice, will be deemed to be a successful result as to such claim, issue, or matter.
Appears in 1 contract
Indemnification of Indemnitee. The Company shall hereby agrees to defend, hold harmless harmless, and indemnify Indemnitee to the full fullest extent authorized or permitted by the IBCA and the GBCClaw, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:
(a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided for in this Section 1(a) if, by reason of Indemnitee’s his or her Corporate Status (as hereinafter defineddefined below), the Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding (as hereinafter defineddefined below) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), the Company shall indemnify, defend, and hold Indemnitee shall harmless to the fullest extent permitted by applicable law, as such may be indemnified amended from time to time (but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than permitted prior to such amendment), against all Expenses (as hereinafter defineddefined below), judgments, penaltiespenalties (including, fines but not limited to, excise and similar taxes), fines, and amounts paid in settlement actually and reasonably incurred by Indemnitee him or her, or on Indemnitee’s behalf his or her behalf, in connection with such Proceeding or any claim, issue issue, or matter therein, in any such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed in good faith to be in or not opposed to the best interests of the Company Company, and, with respect to any criminal Proceedingaction or proceeding, had no reasonable cause to believe such the Indemnitee’s conduct was unlawful; provided. The termination of any action, howeversuit or proceeding by judgment, that no indemnification shall be made for any Expenses (as hereinafter defined)order, judgmentssettlement, penalties, fines or amounts paid in settlement for which, under the IBCA and the GBCC, indemnification may not be authorized by action of the Board of Directors, the shareholdersconviction, or otherwiseupon a plea of nolo contendere or its equivalent, including, but not limited to, any Expenses (as hereinafter defined), judgments, penalties, fines or amounts paid in settlement for: (i) any appropriation by Indemnitee, in violation of Indemnitee’s dutiesshall not, of any business opportunity of itself, create a presumption that the corporation; (ii) any acts or omissions of Indemnitee that involve intentional misconduct or did not act in good faith and in a knowing violation of law; (iii) the types of liability set forth in Section 14-2-832 of the GBCC and the equivalent in the IBCA; or (iv) any transaction from manner which the Indemnitee received an improper personal benefit. Indemnification reasonably believed to be in connection with a Proceeding brought by or in not opposed to the right best interests of the Company is limited Company, and, with respect to any criminal action or proceeding, had reasonable expenses incurred in connection with such Proceeding upon a determination cause to believe that Indemnitee has met the relevant standard of Indemnitee’s conduct under the IBCA and the GBCCwas unlawful.
Appears in 1 contract
Indemnification of Indemnitee. The Company shall hereby agrees to hold harmless and indemnify Indemnitee to the full fullest extent authorized or permitted by applicable law, including the IBCA and the GBCCDGCL, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:
(a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided for in this Section 1(a) if, by reason of Indemnitee’s his or her Corporate Status (as hereinafter defineddefined in Section 13(c)), the Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding (as hereinafter defineddefined in Section 13(j)) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defineddefined in Section 13(g)), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee him or her, or on Indemnitee’s behalf his or her behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed in good faith to be in or not opposed to the best interests of the Company andCompany, and with respect to any criminal Proceeding, had no reasonable cause to believe such the Indemnitee’s conduct was unlawful; provided, however, that no indemnification .
(b) Indemnitee shall be made for any Expenses (as hereinafter defined)entitled to the rights of indemnification provided in this Section 1(b) if, judgments, penalties, fines by reason of his or amounts paid in settlement for which, under the IBCA and the GBCC, indemnification may not be authorized by action of the Board of Directorsher Corporate Status, the shareholdersIndemnitee is, or otherwiseis threatened to be made, including, but not limited to, a party to or participant in any Expenses (as hereinafter defined), judgments, penalties, fines or amounts paid in settlement for: (i) any appropriation by Indemnitee, in violation of Indemnitee’s duties, of any business opportunity of the corporation; (ii) any acts or omissions of Indemnitee that involve intentional misconduct or a knowing violation of law; (iii) the types of liability set forth in Section 14-2-832 of the GBCC and the equivalent in the IBCA; or (iv) any transaction from which the Indemnitee received an improper personal benefit. Indemnification in connection with a Proceeding brought by or in the right of the Company is limited Company. Pursuant to reasonable expenses this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding upon if the Indemnitee acted in good faith and in a determination manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, that if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that a court of competent jurisdiction shall determine that such indemnification may be made.
(c) Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has met is, by reason of his or her Corporate Status, a party to and is successful, on the relevant standard merits or otherwise, in any Proceeding, he or she shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by him or her, or on his or her behalf, in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her, or on his or her behalf, in connection with each successfully resolved claim, issue or matter. For purposes of conduct under this Section 1(c) and without limitation, the IBCA and the GBCCtermination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.
Appears in 1 contract
Indemnification of Indemnitee. The Company shall hereby agrees to defend, hold harmless harmless, and indemnify Indemnitee to the full fullest extent authorized or permitted by the IBCA and the GBCClaw, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:
(a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall will be entitled to the rights of indemnification provided for in this Section 1(a) Agreement if, by reason of Indemnitee’s his or her Corporate Status (as hereinafter defineddefined below), the Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding (as hereinafter defineddefined below) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), the Company will indemnify, defend, and hold Indemnitee shall harmless to the fullest extent permitted by applicable law, as such may be indemnified amended from time to time (but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than permitted prior to such amendment), against all Expenses (as hereinafter defineddefined below), judgments, penaltiespenalties (including, fines but not limited to, excise and similar taxes), fines, and amounts paid in settlement actually and reasonably incurred by Indemnitee him or her, or on Indemnitee’s behalf his or her behalf, in connection with such Proceeding or any claim, issue issue, or matter thereinin any such Proceeding, if Indemnitee Xxxxxxxxxx acted in good faith and in a manner Indemnitee reasonably believed in good faith to be in or not opposed to the best interests of the Company and, with respect to any in the case of a criminal Proceedingproceeding, had no reasonable cause to believe such the Indemnitee’s conduct was unlawful; provided, however, that no indemnification shall be made for any Expenses (as hereinafter defined), judgments, penalties, fines or amounts paid in settlement for which, under the IBCA and the GBCC, indemnification may not be authorized by action of the Board of Directors, the shareholders, or otherwise, including, but not limited to, any Expenses (as hereinafter defined), judgments, penalties, fines or amounts paid in settlement for: (i) any appropriation by Indemnitee, in violation of Indemnitee’s duties, of any business opportunity of the corporation; (ii) any acts or omissions of Indemnitee that involve intentional misconduct or a knowing violation of law; (iii) the types of liability set forth in Section 14-2-832 of the GBCC and the equivalent in the IBCA; or (iv) any transaction from which the Indemnitee received an improper personal benefit. Indemnification in connection with a Proceeding brought by or in the right of the Company is limited to reasonable expenses incurred in connection with such Proceeding upon a determination that Indemnitee has met the relevant standard of conduct under the IBCA and the GBCC.
Appears in 1 contract
Samples: Indemnification Agreement (ROC Energy Acquisition Corp.)
Indemnification of Indemnitee. The Company shall hereby agrees to hold harmless and indemnify Indemnitee to the full fullest extent authorized or permitted by the IBCA and the GBCCapplicable law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:
(a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided for in this Section 1(a) if, by reason of Indemnitee’s his Corporate Status (as hereinafter defineddefined in Section 13(c)), the Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding (as hereinafter defineddefined in Section 13(j)) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defineddefined in Section 13(g)), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee him, or on Indemnitee’s behalf his behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed in good faith to be in or not opposed to the best interests of the Company andCompany, and with respect to any criminal Proceeding, had no reasonable cause to believe such the Indemnitee’s conduct was unlawful; provided, however, that no indemnification .
(b) Indemnitee shall be made for any Expenses (as hereinafter defined)entitled to the rights of indemnification provided in this Section 1(b) if, judgments, penalties, fines or amounts paid in settlement for which, under the IBCA and the GBCC, indemnification may not be authorized by action reason of the Board of Directorshis Corporate Status, the shareholdersIndemnitee is, or otherwiseis threatened to be made, including, but not limited to, a party to or participant in any Expenses (as hereinafter defined), judgments, penalties, fines or amounts paid in settlement for: (i) any appropriation by Indemnitee, in violation of Indemnitee’s duties, of any business opportunity of the corporation; (ii) any acts or omissions of Indemnitee that involve intentional misconduct or a knowing violation of law; (iii) the types of liability set forth in Section 14-2-832 of the GBCC and the equivalent in the IBCA; or (iv) any transaction from which the Indemnitee received an improper personal benefit. Indemnification in connection with a Proceeding brought by or in the right of the Company is limited Company. Pursuant to reasonable expenses this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding upon if the Indemnitee acted in good faith and in a determination manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, that if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that a court of competent jurisdiction shall determine that such indemnification may be made.
(c) Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has met is, by reason of his Corporate Status, a party to and is successful, on the relevant standard merits or otherwise, in any Proceeding, he shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of conduct under this Section 1(c) and without limitation, the IBCA and the GBCCtermination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.
Appears in 1 contract
Indemnification of Indemnitee. The Company shall hereby agrees to hold harmless ----------------------------- and indemnify Indemnitee and, as part of such indemnification advance Expenses to Indemnitee, as provided in this Agreement and to the full fullest extent authorized or permitted by applicable law in effect on the IBCA date hereof, and the GBCC, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:
(a) Proceedings Other Than Proceedings by or in the Right of the CompanyThird-Party Proceedings. Indemnitee shall be entitled to the rights of indemnification provided for in this Section 1(a3(a) if, by reason of Indemnitee’s 's Corporate Status (as hereinafter defined)Status, the Indemnitee was or is, or is threatened to be made, a party to or a participant in any Proceeding (as hereinafter defined) other than a Proceeding by or as provided in the right of the CompanySection 3(b). Pursuant to this Section 1(a3(a), Indemnitee shall be indemnified against all Expenses (actually and reasonably incurred, as hereinafter defined), well as any judgments, penalties, fines (including an excise tax assessed with respect to any employee benefit plan) and amounts paid in settlement actually and reasonably which were incurred by Indemnitee Indemnitee, or on Indemnitee’s behalf 's behalf, in connection with such Proceeding or any claim, issue or matter therein, or appeal thereof, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed in good faith to be in in, or not opposed to to, the best interests of the Company andor other Enterprise, and with respect to any criminal Proceeding, had no reasonable cause to believe such the Indemnitee's conduct was unlawful; provided, however, that no indemnification shall be made for any Expenses (as hereinafter defined), judgments, penalties, fines or amounts paid in settlement for which, under the IBCA and the GBCC, indemnification may not be authorized by action of the Board of Directors, the shareholders, or otherwise, including, but not limited to, any Expenses (as hereinafter defined), judgments, penalties, fines or amounts paid in settlement for: (i) any appropriation by Indemnitee, in violation of Indemnitee’s duties, of any business opportunity of the corporation; (ii) any acts or omissions of Indemnitee that involve intentional misconduct or a knowing violation of law; (iii) the types of liability set forth in Section 14-2-832 of the GBCC and the equivalent in the IBCA; or (iv) any transaction from which the Indemnitee received an improper personal benefit. Indemnification in connection with a Proceeding brought by or in the right of the Company is limited to reasonable expenses incurred in connection with such Proceeding upon a determination that Indemnitee has met the relevant standard of conduct under the IBCA and the GBCC.
Appears in 1 contract
Samples: Indemnification Agreement (Dialysis Corp of America)
Indemnification of Indemnitee. The Company shall hereby agrees to defend, hold harmless harmless, and indemnify Indemnitee to the full fullest extent authorized or permitted by the IBCA and the GBCClaw, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:
(a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided for in this Section 1(a) if, by reason of Indemnitee’s his or her Corporate Status (as hereinafter defineddefined below), the Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding (as hereinafter defineddefined below) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), the Company shall indemnify, defend, and hold Indemnitee shall harmless to the fullest extent permitted by applicable law, as such may be indemnified amended from time to time (but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than permitted prior to such amendment), against all (i) Expenses (as hereinafter defineddefined below), (ii) damages, losses, liabilities, judgments, penalties, fines (in each case whether civil, criminal, administrative or other including, but not limited to, excise and similar taxes), and amounts paid or payable in settlement including any interest and assessments and all other charges paid or payable in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness or participate in any Proceeding (collectively, “Losses”), actually and reasonably incurred by Indemnitee him or her, or on Indemnitee’s behalf his or her behalf, in connection with such Proceeding or any claim, issue issue, or matter therein, in any such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed in good faith to be in or not opposed to the best interests of the Company Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe such the Indemnitee’s conduct was unlawful; provided. The termination of any Proceeding by judgment, howeverorder, that no indemnification shall be made for any Expenses (as hereinafter defined)settlement, judgments, penalties, fines or amounts paid in settlement for which, under the IBCA and the GBCC, indemnification may not be authorized by action of the Board of Directors, the shareholdersconviction, or otherwiseupon a plea of nolo contendere or its equivalent, including, but not limited to, any Expenses (as hereinafter defined), judgments, penalties, fines or amounts paid in settlement for: (i) any appropriation by Indemnitee, in violation of Indemnitee’s dutiesshall not, of any business opportunity of itself, create a presumption that the corporation; (ii) any acts or omissions of Indemnitee that involve intentional misconduct or did not act in good faith and in a knowing violation of law; (iii) the types of liability set forth in Section 14-2-832 of the GBCC and the equivalent in the IBCA; or (iv) any transaction from manner which the Indemnitee received an improper personal benefit. Indemnification reasonably believed to be in connection with a Proceeding brought by or in not opposed to the right best interests of the Company is limited Company, and, with respect to any criminal Proceeding, had reasonable expenses incurred in connection with such Proceeding upon a determination cause to believe that Indemnitee has met the relevant standard of Indemnitee’s conduct under the IBCA and the GBCCwas unlawful.
Appears in 1 contract
