Common use of Lack of Good Faith Clause in Contracts

Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or

Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or;

Lack of Good Faith. To indemnify the Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by the Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or

Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or

Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or.

Lack of Good Faith. To indemnify Indemnitee for any expenses Expenses incurred by the Indemnitee with respect to any proceeding Proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding Proceeding was not made in good faith or was frivolous; or;

Lack of Good Faith. To indemnify the Indemnitee for any expenses Expenses incurred by the Indemnitee with respect to any proceeding Proceeding instituted by the Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding Proceeding was not made in good faith or was frivolous; or;

Lack of Good Faith. To No indemnification shall be made to indemnify Indemnitee for any expenses Expenses or Liabilities incurred by the Indemnitee with respect to any proceeding Proceedings instituted by Indemnitee to enforce or interpret this Agreement, if it shall be determined by a court of competent jurisdiction determines final judgment or other final adjudication, not subject to further appeal or review, that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or;

Lack of Good Faith. To indemnify Indemnitee for any expenses ------------------ incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or;

Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or;

Lack of Good Faith. To indemnify Indemnitee for any expenses Expenses incurred by the Indemnitee with respect to any proceeding Proceeding instituted by Indemnitee to establish, enforce or interpret a right to indemnification under this AgreementAgreement or any other statute or law or otherwise as required under Section 145 of the Delaware General Corporation Law, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or;

Lack of Good Faith. To indemnify Indemnitee for any expenses Expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or;

Lack of Good Faith. To indemnify Indemnitee for any expenses ------------------ incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or

Lack of Good Faith. To indemnify Indemnitee for any expenses Expenses incurred by the Indemnitee with respect to any proceeding Proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding Proceeding was not made in good faith or was frivolous; or;

Lack of Good Faith. To indemnify Indemnitee for any expenses ------------------ incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or

Lack of Good Faith. To indemnify Indemnitee for any expenses Expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or

Lack of Good Faith. To indemnify Indemnitee for any expenses Expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or.

Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a majority of the Corporation’s directors or a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was were not made in good faith or was frivolous; or

Lack of Good Faith. To indemnify the Indemnitee for any expenses ------------------ incurred by the Indemnitee with respect to any proceeding instituted by the Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or

Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction or the arbitration panel determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or

Lack of Good Faith. To indemnify Indemnitee for any expenses Expenses or Other Liabilities incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or.

Lack of Good Faith. To indemnify Indemnitee for any expenses Expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or

Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a majority of the Bank’s directors or a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was were not made in good faith or was frivolous; or

Lack of Good Faith. To indemnify Indemnitee for any expenses Expenses incurred by the Indemnitee with respect to any proceeding Proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding Proceeding was not made in good faith or was frivolous; or.

Lack of Good Faith. To indemnify Indemnitee for any expenses Expenses incurred by the Indemnitee with respect to any proceeding Proceeding instituted by Indemnitee to establish, enforce or interpret a right to indemnification under this AgreementAgreement or any other statute or law or otherwise as required under Section 145 of the General Corporation Law of Delaware, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or;

Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent intent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or;

Lack of Good Faith. To indemnify the Indemnitee for any expenses Expenses incurred by the Indemnitee with respect to any proceeding Proceeding instituted by the Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding Proceeding was not made in good faith or was frivolous; or

Lack of Good Faith. To indemnify Indemnitee for any expenses ------------------ incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or.

Lack of Good Faith. To indemnify Indemnitee for any expenses Expenses incurred by the Indemnitee with respect to any proceeding instituted Action initiated by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding Action was not made in good faith or was frivolous; or

Lack of Good Faith. To indemnify Indemnitee for any expenses Expenses incurred by the Indemnitee with respect to any proceeding Proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was Proceeding were not made in good faith or was were frivolous; or

Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or.

Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with in respect to of any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or

Lack of Good Faith. To indemnify Indemnitee for any expenses Expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or

Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding Proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding Proceeding was not made in good faith or was frivolous; or;

Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any action, suit or proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such action, suit or proceeding was not made in good faith or was frivolous; or.

Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court having jurisdiction over the parties and the subject matter of competent jurisdiction the dispute determines by a final, unappealable order or judgment from which no further right of appeal exists, that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or

Lack of Good Faith. To indemnify any Indemnitee for any expenses incurred by the such Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or

Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or;

Lack of Good Faith. To indemnify the Indemnitee for any ------------------ expenses incurred by the Indemnitee with respect to any proceeding instituted by the Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or

Lack of Good Faith. To indemnify Indemnitee for any expenses Expenses incurred by the Indemnitee with respect to any proceeding Proceeding instituted by Indemnitee to establish, enforce or interpret a right to indemnification under this AgreementAgreement or any other statute or law or otherwise as required under Section 145 of the DGCL, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; orfaith;

Lack of Good Faith. To indemnify Indemnitee for any expenses ------------------ incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction or the arbitration panel determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or

Lack of Good Faith. To indemnify the Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by the Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions assertion made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or.

Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction in a final non-appealable decision determines that each of the material assertions assertion made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or

Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a Delaware court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or

Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or

Lack of Good Faith. To indemnify the Indemnitee for any expenses Expenses incurred by the Indemnitee with respect to any proceeding action instituted by the Indemnitee to enforce or interpret this Agreement, if a court of competent having jurisdiction over such action determines as provided in Section 7 that each of the material assertions made by the Indemnitee in as a basis for such proceeding action was not made in good faith or was frivolous; or.

Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction ultimately determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or

Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding proceedings instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or;

Lack of Good Faith. To indemnify Indemnitee for For any expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or;

Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if to the extent that a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was were not made in good faith or was were frivolous; or

Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding proceedings was not made in good faith or was frivolous; or;

Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any action, suit or proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such action, suit or proceeding was not made in good faith or was frivolous; or;

Lack of Good Faith. To indemnify the Indemnitee for any expenses Expenses incurred by the Indemnitee with respect to any proceeding instituted by the Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each any of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or

Lack of Good Faith. To indemnify the Indemnitee for any expenses (including attorneys’ fees) incurred by the Indemnitee with respect to any proceeding instituted by the Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or;

Lack of Good Faith. To indemnify Indemnitee for any expenses ------------------ incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent intent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or;

Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding Proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding Proceeding was not made in good faith or was frivolous; or

Lack of Good Faith. To indemnify Indemnitee for any expenses Expenses incurred by the Indemnitee with respect to any proceeding Proceeding instituted by Indemnitee to establish, enforce or interpret a right to indemnification under this AgreementAgreement or any other statute or law or otherwise as required under Section 145 of the General Corporation Law of Delaware, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding Proceeding was not made in good faith or was frivolous; or;

Lack of Good Faith. To indemnify any Indemnitee for any expenses incurred by the such Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or;

Lack of Good Faith. To indemnify Indemnitee for any expenses Expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; orfrivolous or arose from Indemnitee’s fraudulent, dishonest or willful misconduct, or such indemnity is not permitted under applicable law;

Lack of Good Faith. To indemnify Indemnitee for any expenses (including attorneys’ fees) incurred by the Indemnitee with respect to any action, suit, proceeding or claim instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such action, suit, proceeding or claim was not made in good faith or was frivolous; or.

Lack of Good Faith. To indemnify Indemnitee for any expenses Expenses incurred by the Indemnitee with respect to any proceeding Claim instituted by Indemnitee to enforce or interpret this Agreement, Agreement if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding Claim was not made in good faith or was frivolous; or;

Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding Action instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding that Action was not made in good faith or was frivolous; or

Lack of Good Faith. To indemnify Indemnitee for any expenses Expenses incurred by the Indemnitee with respect to any proceeding action instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding action was not made in good faith or was frivolous; or;

Lack of Good Faith. To indemnify the Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by the Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was were not made in good faith or was were frivolous; or

Lack of Good Faith. To indemnify the Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by the Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made proceeding was not brought by the Indemnitee in such proceeding was not made in good faith or was frivolous; or

Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or

Lack of Good Faith. To indemnify the Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by the Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or;

Lack of Good Faith. To to indemnify the Indemnitee for any expenses Expenses incurred by the Indemnitee with respect to any proceeding Proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each any of the material assertions made by the Indemnitee in such proceeding was proceedings were not made in good faith or was were frivolous; or

Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted Action initiated by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding proceedings was not made in good faith or was frivolous; or

Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any (i) Proceeding instituted by Indemnitee as contemplated by Section 12(b)(i) or (ii) proceeding instituted by Indemnitee under Section 8 to enforce or interpret its rights under this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or

Lack of Good Faith. To indemnify the Indemnitee for any expenses Expenses incurred by the Indemnitee with respect to any proceeding Proceeding instituted by the Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding Proceeding was not made in good bad faith or was frivolous; or

Lack of Good Faith. To indemnify Indemnitee for any expenses ------------------ incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or;

Lack of Good Faith. To indemnify Indemnitee for any expenses Expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or;

Lack of Good Faith. To indemnify the Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by the Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or.

Lack of Good Faith. To indemnify Indemnitee for any expenses Expenses incurred by the Indemnitee with respect to any proceeding Proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding Proceeding was not made in good faith or was frivolous; or

Lack of Good Faith. To indemnify Indemnitee for any expenses (including attorneys' fees) incurred by the Indemnitee with respect to any action, suit or proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such action, suit or proceeding was not made in good faith or was frivolous; or;

Lack of Good Faith. To indemnify Indemnitee for any expenses ------------------ incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in a good faith or was frivolous; or;

Lack of Good Faith. To indemnify Indemnitee the Indemnitees for any expenses Expenses incurred by the Indemnitee Indemnitees with respect to any proceeding Proceeding instituted by Indemnitee the Indemnitees to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee Indemnitees in such proceeding Proceeding was not made in good faith or was frivolous; or;

Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or

Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or;

Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction finally determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or;

Lack of Good Faith. To indemnify Indemnitee for any expenses Expenses incurred by the Indemnitee with respect to any proceeding Proceeding instituted by Indemnitee to establish, enforce or interpret a right to indemnification under this AgreementAgreement or any other statute or law or otherwise as required under Section 145 of the DGCL, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or;

Lack of Good Faith. To indemnify Indemnitee for any expenses ------------------- incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or

Lack of Good Faith. To indemnify the Indemnitee for any expenses Expenses incurred by the Indemnitee with respect to any proceeding instituted by the Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or;

Lack of Good Faith. To indemnify the Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding Proceeding instituted by the Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding Proceeding was not made in good faith or was frivolous; or

Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction in a final non-appealable decision determines that each and every of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or;

Lack of Good Faith. To indemnify the Indemnitee for any expenses (including attorneys' fees) incurred by the Indemnitee with respect to any proceeding instituted by the Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or;

Lack of Good Faith. To indemnify the Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by the Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was when taken as a whole were not made in good faith or was were frivolous; or

Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines in a final, non-appealable ruling that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or;

Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee Indemnitee, as the case may be, in such proceeding was not made in good faith or was frivolous; or

Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was were not made in good faith or was were frivolous; or

Lack of Good Faith. To indemnify the Indemnitee for any expenses Expenses incurred by the Indemnitee with respect to any proceeding instituted by the Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each all of the material assertions made by the Indemnitee in such proceeding was were not made in good faith or was were frivolous; or.

Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding proceedings was not made in good faith or was frivolous; or.

Lack of Good Faith. To indemnify or provide Contribution to Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or

Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was were not made in good faith or was were frivolous; or

Lack of Good Faith. To indemnify Indemnitee for any expenses incurred ------------------ by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or

Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted initiated by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or

Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a majority of the Corporation’s directors or a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was were not made in good faith or was were frivolous; or

Lack of Good Faith. To indemnify Indemnitee for any expenses Expenses incurred by the Indemnitee with respect to any proceeding Proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good bad faith or was frivolous; or;

Lack of Good Faith. To indemnify Indemnitee for any expenses Expenses incurred by the Indemnitee with respect to any proceeding Proceeding instituted by Indemnitee to establish, enforce or interpret a right to indemnification under this AgreementAgreement or any other statute or law or otherwise as required under Applicable Law, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or;