Judicial Determinations in Derivative Suits. In each action or suit described in Section 2 hereof, the Company shall cause its counsel to use its best efforts to obtain from the Court in which such action or suit was brought (i) an express adjudication whether the Indemnitee is liable for negligence or misconduct in the performance of his duty to the Company, and, if the Indemnitee is so liable, (ii) a determination whether and to what extent, despite the adjudication of liability but in view of all the circumstances of the case (including this Agreement), the Indemnitee is fairly and reasonably entitled to indemnification.
Judicial Determinations in Derivative Suits. In each action or suit described in SECTION 2 hereof, the Company shall cause its counsel to use its best efforts to obtain from the Court in which such action or suit was brought (i) an express adjudication whether the Director is liable for negligence or misconduct in the performance of his duty to the Company, and, if the Director is so liable, (ii) a determination whether and to what extent, despite the adjudication of liability but in view of all the circumstances of the case (including this Agreement), the Director is fairly and reasonably entitled to indemnification.
Judicial Determinations in Derivative Suits. In each action or suit described in Section 2 hereof, the Company shall cause its counsel to use its best efforts to obtain from the court in which such action or suit was brought (i) an express adjudication whether the Director is liable to the Company, and, if the Director is so liable, (ii) both (a) a determination whether the liability is based upon willful misconduct, and (b) a determination whether and to what extent, despite the adjudication of liability but in view of all the circumstances of the case (including this Agreement), the Director is fairly and reasonably entitled to the indemnification and/or reimbursement.
Judicial Determinations in Derivative Suits. In each legal action or proceeding described in Section 2 hereof, the Corporation shall cause its counsel to use its best efforts to obtain from the Court in which such action or proceeding was brought (i) an express adjudication whether the Indemnitee is liable for negligence or misconduct in the performance of his duty to the Corporation, and, if the Indemnitee is so liable, (ii) a determination whether and to what extent, despite the adjudication of liability but in view of all the circumstances of the case (including this Agreement), the Indemnitee is fairly and reasonably entitled to indemnification. SECTION 7 --------- SCOPE OF INDEMNITY ------------------ The actions, suits and proceedings described in Section 1 and 2 hereof shall include, for purposes of this Agreement, any actions that involve, directly or indirectly, activities of the Indemnitee both in his capacities as a Corporation director, officer, adviser, or agent and actions taken in another capacity while serving as a director, officer, adviser, or agent, including, but not limited to, actions or proceedings involving (i) compensation paid to the Indemnitee by the Corporation (ii) activities by the Indemnitee on behalf of the Corporation, including actions in which the Indemnitee is plaintiff, (iii) actions alleging a misappropriation of a "corporate opportunity", (iv) responses to a takeover attempt or threatened takeover attempt of the Corporation, (v) transactions by the Indemnitee in the Corporation's securities, and (vi) the Indemnitee's preparation for and appearances (or potential appearance) as a witness in any action or proceeding relating, directly or indirectly, to the Corporation. In addition, the Corporation agrees that, for purposes of this Agreement, all services performed by the Indemnitee on behalf of, in connection with or related to any subsidiary of the Corporation, any employee benefit plan established for the benefit of employees of the Corporation or any subsidiary, corporation, partnership or other entity in which the Corporation or any subsidiary has a 5% or greater ownership interest, or any other affiliate shall be deemed to be at the request of the Corporation. SECTION 8 --------- ADVANCE FOR EXPENSES --------------------
Judicial Determinations in Derivative Suits. In each action or suit described in Section 2 hereof, the Company shall cause its counsel to use its best efforts to obtain from the Court in which such action or suit was brought (i) an express adjudication whether the Indemnitee is liable for negligence or misconduct in the performance of his duty to the Company, and, if the Indemnitee is so liable, (ii) a determination whether and to what extent, despite the-adjudication of liability but in view of all the circumstances of the case (including this Agreement), the Indemnitee is fairly and reasonably entitled to indemnification. 7 SECTION 6.
Judicial Determinations in Derivative Suits. In each action or suit described in Section 2 hereof, Coachmen shall cause its counsel to use its best efforts to obtain from the Court in which such action or suit was brought (a) an express adjudication as to whether such Indemnitee is liable for negligence or misconduct in the performance of his duty to Coachmen, and, if such Indemnitee is so liable, (b) a determination of whether and to what extent, despite the adjudication of liability but in view of all the circumstances of the case (including this Agreement), such Indemnitee is fairly and reasonably entitled to indemnification.
