Common use of Indemnity in Derivative Actions Clause in Contracts

Indemnity in Derivative Actions. The Company shall indemnify the Indemnitee, to the fullest extent permitted by law, 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 was or is an Agent of the Company or by reason of any act or inaction by him in any such capacity, against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceeding, but only if the Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Company, except that no indemnification under this Paragraph 3 shall be made for any claim, issue or matter as to which the Indemnitee has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the extent that any court in which such Proceeding is brought or other court of competent jurisdiction determines upon application that, in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

Indemnity in Derivative Actions. The Company shall indemnify the Indemnitee, to the fullest extent permitted by law, Indemnitee if the Indemnitee is a party to or threatened to be made a party to or otherwise involved in any Proceeding proceeding 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 or is an Agent agent of the Company or by reason of Company, including any proceeding based upon any act or inaction by him the Indemnitee in any such capacityhis capacity as an agent of the Company, against all Expenses, judgments, fines and amounts paid in settlement expenses actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceedingproceeding, but only if the Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest interests of the Company, except that no indemnification under this Paragraph 3 Section 4 shall be made for in respect of any claim, issue or matter as to which the Indemnitee has shall have been finally adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company by a court of competent jurisdiction for gross negligence or for amounts paid misconduct in settlement the performance of his duty to the Company, unless and only to the extent that any court in which such Proceeding is proceeding was brought or other court of competent jurisdiction determines shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee such person is fairly and reasonably entitled to indemnity for such expenses as the such court shall deem proper.

Indemnity in Derivative Actions. The Company shall indemnify the Indemnitee, to the fullest extent permitted by law, 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 was or is an Agent of the Company or by reason of any act or inaction by him in any such capacity, against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceeding, but only if the Indemnitee is not liable pursuant to NRS 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 the Company, except that no indemnification under this Paragraph Section 3 shall be made for any claim, issue or matter as to which the Indemnitee has been adjudged by a court of competent jurisdiction, after the exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the extent that any court in which such Proceeding is brought or other court of competent jurisdiction determines upon application that, in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses Expenses as the court shall deem proper.

Indemnity in Derivative Actions. The Company shall indemnify and hold harmless the Indemnitee, to the fullest extent permitted by law, Indemnitee from and against all Expenses 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 right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee was or is an Agent of the Company or by reason of any act or inaction failure to act by him the Indemnitee in any such capacity, against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceeding, but only if the Indemnitee acted in good faith and in a manner he the Indemnitee reasonably believed to be in or not opposed to the best interest interests of the CompanyCompany and its Shareholders. However, except that no indemnification under this Paragraph 3 Agreement shall be made for any claim, issue or matter as to which the Indemnitee has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company for any matter specified in Section 204(a)(10) of the California Corporations Code, or for amounts paid in settlement to the Company, unless and only to the extent that any court in which such Proceeding is brought or other court of competent jurisdiction determines upon application that, in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses Expenses as the court shall deem proper.

Indemnity in Derivative Actions. The Company shall indemnify the Indemnitee, to the fullest extent permitted by law, ------------------------------- Indemnitee if the Indemnitee is a party to or threatened to be made a party to or otherwise involved in any Proceeding proceeding 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 or is an Agent agent of the Company or by reason of Company, including any proceeding based upon any act or inaction by him the Indemnitee in any such capacityhis capacity as an agent of the Company, against all Expenses, judgments, fines and amounts paid in settlement expenses actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceedingproceeding, but only if the Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest interests of the Company, except that no indemnification under this Paragraph 3 Section 4 shall be made for in respect of any claim, issue or matter as to which the Indemnitee has shall have been finally adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company by a court of competent jurisdiction for gross negligence or for amounts paid misconduct in settlement the performance of his duty to the Company, unless and only to the extent that any court in which such Proceeding is proceeding was brought or other court of competent jurisdiction determines shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee such person is fairly and reasonably entitled to indemnity for such expenses as the such court shall deem proper.

Indemnity in Derivative Actions. The Company shall indemnify the Indemnitee, to the fullest extent permitted by law, Indemnitee if the Indemnitee is a party to or threatened to be made a party to or otherwise involved in any Proceeding 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 or is an Agent agent of the Company Company, or by reason of any act or inaction by him in any such capacity, against all Expenses, judgments, fines and amounts paid in settlement expenses actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement settlement, or appeal of such Proceedingproceeding, but only if the Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest interests of the Company, except that no indemnification under this Paragraph 3 subsection shall be made for in respect of any claim, issue or matter as to which the Indemnitee has shall have been finally adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid by a court of competent jurisdiction due to willful misconduct of a culpable nature in settlement the performance of his duty to the Company, unless and only to the extent that any court in which such Proceeding is proceeding was brought or other court of competent jurisdiction determines shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee such person is fairly and reasonably entitled to indemnity for such expenses as the such court shall deem proper.