Common use of Indemnity in Derivative Actions Clause in Contracts

Indemnity in Derivative Actions. Employer shall indemnify Employee if Employee is a party to or threatened to be made a party to or otherwise involved in any Claim by or in the name of Employer to procure a judgment in its favor by reason of an Indemnifiable Event, against all Expenses actually and reasonably incurred by Employee in connection with the investigation, defense, settlement or appeal of such Claim, but only if Employee is not liable pursuant to NRS Section 78.138 or acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interest of Employer, except that no indemnification under this Section 22(b) shall be made for any Claim, issue or matter to which the Employee has been adjudged by a court of competent jurisdiction, after the exhaustion of all appeals therefrom, to be liable to Employer or any entity in the Employer Group or for amounts paid in settlement to any entity in the Employer Group, unless and only to the extent that any court in which such Claim is brought or other court of competent jurisdiction determines upon application that, in view of all the circumstances of the case, Employee is fairly and reasonably entitled to indemnification for such amounts as the court shall deem proper.

Indemnity in Derivative Actions. Employer shall indemnify Employee if Employee is a party to or threatened to be made a party to or otherwise involved in any Claim by or in the name of Employer to procure a judgment in its favor by reason of an Indemnifiable Event, against all Expenses actually and reasonably incurred by Employee in connection with the investigation, defense, settlement or appeal of such Claim, but only if Employee is not liable pursuant to NRS Section 78.138 or acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interest of Employer, except that no indemnification under this Section 22(b21(b) shall be made for any Claim, issue or matter to which the Employee has been adjudged by a court of competent jurisdiction, after the exhaustion of all appeals therefrom, to be liable to Employer or any entity in the Employer Group or for amounts paid in settlement to any entity in the Employer Group, unless and only to the extent that any court in which such Claim is brought or other court of competent jurisdiction determines upon application that, in view of all the circumstances of the case, Employee is fairly and reasonably entitled to indemnification for such amounts as the court shall deem proper.

Indemnity in Derivative Actions. Employer The Company shall indemnify Employee Indemnitee if Employee Indemnitee is a party to or threatened to be made a party part to or otherwise involved in any Claim Proceeding by or in the name of Employer the Company to procure a judgment in its favor by reason of the fact that Indemnitee was or is an Indemnifiable EventAgent of the Company or by reason of any act or inaction by him in any such capacity, against all Expenses Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Employee Indemnitee in connection with the investigation, defense, settlement or appeal of such ClaimProceeding, but only if Employee Indemnitee is not liable pursuant to NRS Section 78.138 or and acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interest of Employerthe Company, except that no indemnification under this Section 22(b) 3 shall be made for any Claimclaim, issue or matter to which the Employee Indemnitee has been adjudged by a court of competent jurisdiction, after the exhaustion of all appeals therefrom, to be liable to Employer or any entity in the Employer Group Company or for amounts paid in settlement to any entity in the Employer GroupCompany, unless and only to the extent that any court in which such Claim Proceeding is brought or other court of competent jurisdiction determines upon application that, in view of all the circumstances of the case, Employee Indemnitee is fairly and reasonably entitled to indemnification indemnity for such amounts Expenses as the court shall deem proper.