Common use of Lack of Good Faith Clause in Contracts

Lack of Good Faith. To indemnify an Indemnitee for any Expenses incurred by such Indemnitee with respect to any action instituted: (i) by such Indemnitee to enforce or interpret this Agreement, if a court having jurisdiction over such action determines as provided in Section 13 that each of the material assertions made by such Indemnitee as a basis for such action was not made in good faith or was frivolous, or (ii) by or in the name of the Company to enforce or interpret this Agreement, if a court having jurisdiction over such action determines as provided in Section 13 that each of the material defenses asserted by such Indemnitee in such action was made in bad faith or was frivolous . Furthermore, notwithstanding anything herein to the contrary, Indemnitee shall be entitled under Section 3 (to the maximum extent permitted by law) to receive Expense Advances hereunder with respect to any Claim arising from the purchase and sale of securities of the Company by the Indemnitee in violation of Section 16(b) of the Exchange Act unless and until a court having jurisdiction over the Claim shall have made a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee has violated said statute or the Claim is settled and in connection with such settlement Indemnitee admits a violation of said statute, in which event Indemnitee will be obligated to repay all Expense Advances to the Company pursuant to a payment plan or other payment arrangements mutually agreeable to the parties.

Lack of Good Faith. To indemnify an Indemnitee for any Expenses incurred by such the Indemnitee with respect to any action instituted: instituted (i) by such Indemnitee to enforce or interpret this Agreement, if a court having jurisdiction over such action determines as provided in Section 13 hereof that each of the material assertions made by such the Indemnitee as a basis for such action was not made in good faith or was frivolous, or (ii) by or in the name of the Company to enforce or interpret this Agreement, if a court having jurisdiction over such action determines as provided in Section 13 hereof that each of the material defenses asserted by such Indemnitee in such action was made in bad faith or was frivolous frivolous. FurthermoreClaims Under Section 16(b). To indemnify Indemnitee for expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Exchange Act, as amended, or any similar successor statute; provided, however, that notwithstanding anything herein any limitation set forth in this Section 10(d) regarding the Company's obligation to the contraryprovide indemnification, Indemnitee shall be entitled under Section 3 (to the maximum extent permitted by law) hereof to receive Expense Advances hereunder with respect to any such Claim arising from the purchase and sale of securities of the Company by the Indemnitee in violation of Section 16(b) of the Exchange Act unless and until a court having jurisdiction over the Claim shall have made a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee has violated said statute or the Claim is settled and in connection with such settlement Indemnitee admits a violation of said statute, in which event Indemnitee will be obligated to repay all Expense Advances to the Company pursuant to a payment plan or other payment arrangements mutually agreeable to the parties.

Lack of Good Faith. To indemnify an Indemnitee for any Expenses incurred by such the Indemnitee with respect to any action instituted: instituted (i) by such Indemnitee to enforce or interpret this Agreement, if a court having jurisdiction over such action determines as provided in Section 13 14 that each of the material assertions made by such the Indemnitee as a basis for such action was not made in good faith or was frivolous, or (ii) by or in the name of the Company to enforce or interpret this Agreement, if a court having jurisdiction over such action determines as provided in Section 13 14 that each of the material defenses asserted by such Indemnitee in such action was made in bad faith or was frivolous frivolous. FurthermoreClaims Under Section 16(b). To indemnify Indemnitee for expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Exchange Act, or any similar successor statute; provided, however, that notwithstanding anything herein any limitation set forth in this Section 10(d) regarding the Company's obligation to the contraryprovide indemnification, Indemnitee shall be entitled under Section 3 (to the maximum extent permitted by law) to receive Expense Advances hereunder with respect to any such Claim arising from the purchase and sale of securities of the Company by the Indemnitee in violation of Section 16(b) of the Exchange Act unless and until a court having jurisdiction over the Claim shall have made a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee has violated said statute statute. Illegal Remuneration. To indemnify Indemnitee in respect to remuneration paid to Indemnitee if it shall be determined by final judgment or the Claim is settled and final adjudication that such remuneration was in connection with such settlement Indemnitee admits a violation of said statute, law. Unauthorized Settlement. To indemnify Indemnitee for any amounts paid in which event Indemnitee will be obligated to repay all Expense Advances to the Company pursuant to a payment plan settlement of any action or other payment arrangements mutually agreeable to the partiesclaim without Company's written consent.

Lack of Good Faith. To indemnify an Indemnitee for any Expenses incurred by such the Indemnitee with respect to any action instituted: instituted (i) by such Indemnitee to enforce or interpret this Agreement, if a court having jurisdiction over such action determines as provided in Section 13 that each of the material assertions made by such the Indemnitee as a basis for such action was not made in good faith or was frivolous, or (ii) by or in the name of the Company to enforce or interpret this Agreement, if a court having jurisdiction over such action determines as provided in Section 13 that each of the material defenses asserted by such Indemnitee in such action was made in bad faith or was frivolous frivolous. Furthermore(d) CLAIMS UNDER SECTION 16(B). To indemnify Indemnitee for expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute; PROVIDED, HOWEVER, that notwithstanding anything herein any limitation set forth in this Section 10(d) regarding the Company's obligation to the contraryprovide indemnification, Indemnitee shall be entitled under Section 3 (to the maximum extent permitted by law) to receive Expense Advances hereunder with respect to any such Claim arising from the purchase and sale of securities of the Company by the Indemnitee in violation of Section 16(b) of the Exchange Act unless and until a court having jurisdiction over the Claim shall have made a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee has violated said statute or the Claim is settled and in connection with such settlement Indemnitee admits a violation of said statute, in which event Indemnitee will be obligated to repay all Expense Advances to the Company pursuant to a payment plan or other payment arrangements mutually agreeable to the parties. 11.