Common use of Indemnity of Directors and Officers Clause in Contracts

Indemnity of Directors and Officers. (a) The Corporation will, whenever required or permitted by the Act or otherwise by law, indemnify each Director, each officer of the Corporation, each former Director, each former officer of the Corporation and each individual who acts or acted at the Corporation's request as a Director or officer of a body corporate of which the Corporation is or was a shareholder or creditor, and his heirs and legal representatives (each an "Indemnitee") against all costs, charges and expenses, including, without limitation, each amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a Director or officer of the Corporation or such body corporate if: (i) the Indemnitee acted honestly and in good faith with a view to the best interests of the Corporation or such body corporate; and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnitee had reasonable grounds for believing that his conduct was lawful. (b) The Corporation will advance funds to an Indemnitee for the costs, charges and expenses referred to in Section 2.6(a) above. Any Indemnitee receiving advancement of funds under this Section 2.6(b) will repay such funds if the Indemnitee does not fulfill the conditions of Section 2.6(a). (c) The Indemnitee must be judged by a court of competent jurisdiction to have committed a fault or omitted to do something that the Indemnitee ought to have done before any determination may be made that the Indemnitee is not entitled to indemnification. Indemnitees are presumed to have acted honestly and in good faith, and in the absence of a judgment of a court to the contrary, are presumed to be entitled to indemnification. (d) The indemnification obligations of the Corporation pursuant to this Section 2.6 and the terms and conditions, including coverage amounts, of any insurance policy established pursuant to Section 2.9, shall not in any way be diminished without the approval of the Board.

Indemnity of Directors and Officers. (a) The Subject to the following, the Corporation will, whenever required must indemnify a director or permitted by the Act or otherwise by law, indemnify each Director, each officer of the Corporation, each a former Director, each former director or officer of the Corporation and each individual Corporation, a mandatary, or any other person who acts or acted at the Corporation's ’s request as a Director director or officer of a body corporate of which the Corporation is or was a shareholder or creditoranother group, and his heirs and legal representatives (each an "Indemnitee") against all costs, charges and expensesexpenses reasonably incurred in the exercise of their functions, including, without limitation, each including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or arising from any investigative or other proceeding in respect of any civil, criminal or administrative action or proceeding to which he the person is made a party by reason of being or having been a Director or officer involved if: a) the person acted with honesty and loyalty in the interest of the Corporation or such body corporate if: (i) or, as the Indemnitee acted honestly and case may be, in good faith with a view to the best interests interest of the Corporation other group for which the person acted as director or such body corporateofficer or in a similar capacity at the Corporation’s request; and (iib) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnitee person had reasonable grounds for believing that his or her conduct was lawful. (b) . The Corporation will must also advance funds moneys to an Indemnitee such a person for the costs, charges and expenses of a proceeding referred to in Section 2.6(a) abovethe above paragraph. Any Indemnitee receiving advancement of funds under this Section 2.6(b) will repay such funds if However, in the Indemnitee does not fulfill event that a court or any other competent authority judges that the conditions of Section 2.6(a). (c) The Indemnitee set out in subparagraphs 1 and 2 above are not fulfilled, the Corporation may not indemnify the person and the person must be judged by repay to the Corporation any moneys advanced. In addition, the Corporation is not required to indemnify the person if a court of competent jurisdiction to have committed a fault or omitted to do something has judged that the Indemnitee ought person committed an intentional or gross fault. The person will then be required to have done before any determination may be made that the Indemnitee is not entitled to indemnification. Indemnitees are presumed to have acted honestly and in good faith, and in the absence of a judgment of a court repay to the contraryCorporation any moneys advanced. The Corporation may, are presumed to be entitled to indemnification. (d) The indemnification obligations of the Corporation pursuant to this Section 2.6 and the terms and conditions, including coverage amounts, of any insurance policy established pursuant to Section 2.9, shall not in any way be diminished without with the approval of the Boardcourt, in respect of an action by or on behalf of the Corporation or other group referred to above, against a person referred to above, advance the necessary monies to the person or indemnify the person against all costs, charges and expenses reasonably incurred by the person in connection with the action, if the person fulfills the conditions set out above.

Indemnity of Directors and Officers. (a) The Corporation will, whenever required shall indemnify a Director or permitted by the Act or otherwise by law, indemnify each Director, each officer Officer of the Corporation, each a former Director, each former officer Director or Officer of the Corporation and each or another individual who acts or acted at the Corporation's request as a Director director or officer officer, or an individual acting in a similar capacity, of a body corporate of which the Corporation is or was a shareholder or creditoranother entity, and his heirs and legal representatives (each an "Indemnitee") against all costs, charges and expenses, including, without limitation, each including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him such person in respect of any civil, criminal criminal, administrative or administrative investigative action or other proceeding to in which he the individual is made a party by reason involved because of being or having been a Director or officer of that association with the Corporation or other entity. (b) The Corporation shall advance monies to such body corporate ifindividual for the costs, charges and expenses of a proceeding referred to in subsection 6.2(a) provided that such individual agrees in advance, in writing, to repay the monies if the individual does not fulfill the conditions of subsection 6.2(c). (c) The Corporation may not indemnify an individual under subsection 6.2(a) unless the individual: (i) the Indemnitee acted honestly and in good faith with a view to the best interests of the Corporation or such body corporateother entity for which the individual acted as a director or officer or in a similar capacity at the Corporation's request, as the case may be; and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnitee had reasonable grounds for believing that his or her conduct was lawful. (bd) The To the extent required by the Act or applicable law, the Corporation will shall also seek the approval of a court to indemnify an individual referred to in subsection 6.2(a), or advance funds monies under subsection 6.2(b) in respect of an action by or on behalf of the Corporation or other entity to an Indemnitee for procure a judgment in its favour, to which such individual is made a party because of the individual's association with the Corporation or other entity as described in subsection 6.2(a), against all costs, charges and expenses referred to reasonably incurred by the individual in Section 2.6(a) above. Any Indemnitee receiving advancement of funds under this Section 2.6(b) will repay connection with such funds action, if the Indemnitee does not fulfill individual fulfills the conditions of Section 2.6(aset out in subsection 6.2(c). (c) The Indemnitee must be judged by a court of competent jurisdiction to have committed a fault or omitted to do something that the Indemnitee ought to have done before any determination may be made that the Indemnitee is not entitled to indemnification. Indemnitees are presumed to have acted honestly and in good faith, and in the absence of a judgment of a court to the contrary, are presumed to be entitled to indemnification. (d) The indemnification obligations of the Corporation pursuant to this Section 2.6 and the terms and conditions, including coverage amounts, of any insurance policy established pursuant to Section 2.9, shall not in any way be diminished without the approval of the Board.