Common use of Indemnity in Derivative Actions Clause in Contracts

Indemnity in Derivative Actions. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or otherwise involved in any Proceeding by or in the name of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was an Agent of the Company, or by reason of any act or inaction by him in any such capacity, against all Expenses actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement, or appeal of such Proceeding, but only in the absence of fraud, willful default or dishonesty on the part of the Indemnitee and if the Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification under this subsection shall be made in respect of any claim, issue or matter as to which the Indemnitee shall have been finally adjudged to be liable to the Company by a court of competent jurisdiction in the performance of his duty to the Company, unless and only to the extent that any court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem proper.

Indemnity in Derivative Actions. The Company shall indemnify the Indemnitee if the Indemnitee is a party to to, or threatened to be made a party to or otherwise involved in any Proceeding Claim by or in the name right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was an Agent of the Company, or by reason of against any act or inaction by him in any such capacity, against and all Expenses actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement, or appeal of such ProceedingClaim, but only in the absence of fraud, willful default or dishonesty on the part of the Indemnitee and if the Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification under this subsection Section 2(b) shall be made in respect of any claim, issue or matter Claim as to which the Indemnitee shall have been finally adjudged to be liable to the Company by a court of competent jurisdiction for gross negligence or willful misconduct in the performance of his its duty to the Company, unless and only to the extent that any court in which such Proceeding claim was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity indemnification for such Expenses as such court shall deem proper.

Indemnity in Derivative Actions. The Company shall indemnify the Indemnitee if the Indemnitee is a party to to, or threatened to be made a party to or otherwise involved in any Proceeding Claim by or in the name right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was an Agent of the Company, or by reason of against any act or inaction by him in any such capacity, against and all Expenses actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement, or appeal of such ProceedingClaim, but only in the absence of fraud, willful default or dishonesty on the part of the Indemnitee and if the Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification under this subsection Section 2(b) shall be made in respect of any claim, issue or matter Claim as to which the Indemnitee shall have been finally adjudged to be liable to the Company by a court of competent jurisdiction for gross negligence or willful misconduct in the performance of his its duty to the Company, unless and only to the extent that any court in which such Proceeding claim was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity indemnification for such Expenses as such court shall deem proper.

Indemnity in Derivative Actions. The Company shall indemnify the Indemnitee if the Indemnitee was or is a party to or threatened to be made a party to or otherwise involved in (as a witness or otherwise) any Proceeding by or in the name of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee was or is or was an Agent of the Company, Company or by reason of any act action or inaction by him or her in any such capacity, against all Expenses actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement, settlement or appeal of such Proceeding, but ; provided that such indemnification shall only in the absence of fraud, willful default or dishonesty on the part of the Indemnitee and be provided if the Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; and provided, except further, that no such indemnification under this subsection shall be made in respect of any claim, issue or matter as to which the Indemnitee shall have been finally adjudged by a court to be liable to the Company by a court of competent jurisdiction in the performance of his duty to the Companyunless, unless and only to the extent that any that, the Delaware Court of Chancery or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as which the Delaware Court of Chancery or such other court shall deem proper.