Indemnity for Directors and Others. Subject to the limitations set forth in the Company Act, the Delaware Act or otherwise at law, and in addition to any existing provisions which may be contained in each Company’s Constating Documents, each Company shall to the fullest extent possible indemnify each Director or officer of such Company, and any Observer, a former Director or officer of such Company, former Observer or any Person who acts or has acted at such Company’s request as a director or officer of a body corporate of which such Company is or was a shareholder, and his heirs and other personal representatives, against all costs, charges and expenses, including any amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him, including an amount paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which he was made a party by reason of being or having been a Director, Observer or officer of such Company or such body corporate and any costs related thereto, including legal costs and disbursements of legal counsel, if:
(a) he has acted honestly and in good faith with a view to the best interests of such Company or such body corporate; and
(b) in the case of any criminal or administrative action or proceeding, he had reasonable grounds for believing that his conduct was lawful. Nothing in this Section shall limit the right of any person entitled to claim any indemnity apart from the provisions of this Section. If under applicable law, any payment by such Company under such indemnity requires the approval of any court, then such Company at its own expense shall promptly take all necessary proceedings to obtain such approval. Each person indemnified hereunder shall be a third party beneficiary of the provisions of this Section 3.12 and entitled to enforce such provisions as if they were a party to this Agreement. Each Company will enter into an Indemnity Agreement in the form attached hereto as Schedule C with each Director, officer or other Person indemnified hereunder who is not a party to this Agreement.
Indemnity for Directors and Others. The Corporation covenants and agrees that it will enter into indemnity agreements with its Directors from time to time in the form attached hereto as Schedule D.
Indemnity for Directors and Others. Subject to the limitations set forth in the CBCA or otherwise at law, and in addition to any existing provisions which may be contained in the Corporation's Constating Documents, the Corporation shall to the fullest extent possible indemnify any Director or officer of the Corporation or Observer, a former Director or officer of the Corporation or former Observer, or any person who acts or has acted at the Corporation's request as a director or officer of a body corporate, or an individual acting in a similar capacity, and his heirs and other personal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Corporation or other entity, if:
(a) the individual acted honestly and in good faith with a view to the best interests of the Corporation, or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the Corporation's request; and
(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual's conduct was lawful. Nothing in this Section shall limit the right of any person entitled to claim any indemnity apart from the provisions of this Section. If the Corporation is required to seek out approval for any such indemnity, it shall do so promptly at its own expense.
Indemnity for Directors and Others. Subject to the limitations set forth in the Act or otherwise at law, and in addition to any existing provisions which may be contained in the Constating Documents, the Company shall to the fullest extent possible, indemnify any Director or officer of the Company, a former Director or officer of the Company, and his heirs and other personal representatives, against all costs, charges and expenses, including any amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by such Person, including an amount paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which such Person was made a party by reason of being or having been a director, or officer of the Company and any costs related thereto, including legal costs and disbursements on a solicitor and his own client basis, if:
(a) he or she has acted honestly and in good faith with a view to the best interests of the Company; and
(b) in the case of any criminal or administrative action or proceeding, he or she has reasonable grounds for believing that his or her conduct was lawful. Nothing in this Section 3.3 shall limit the right of any person entitled to claim any indemnity apart from the provisions of this Section. If under applicable law, any payment by the Company under such indemnity requires the approval of any court, then the Company, at its own expense, shall promptly take all necessary proceedings to obtain such approval.
