Lack of Good Faith. To indemnify Indemnitee for any Expenses incurred by the Indemnitee with respect to any proceeding instituted (i) by Indemnitee to enforce or interpret this Agreement, if a court specified in Section 15 determines that each of the material assertions made by the Indemnitee in such proceeding 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 specified in Section 15 determines that each of the material defenses asserted by Indemnitee in such proceeding was made in bad faith or was frivolous.
Appears in 5 contracts
Samples: Indemnification Agreement (Pennant Group, Inc.), Indemnification Agreement (Profire Energy Inc), Indemnification Agreement (Sco Group Inc)
Lack of Good Faith. To indemnify Indemnitee for any Expenses incurred by the Indemnitee with respect to any proceeding action instituted (i) by Indemnitee to enforce or interpret this Agreement, if a court specified having jurisdiction over such action determines, as provided in Section 15 determines 15, that each of the material assertions made by the Indemnitee in such proceeding Indemnitee’s 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 specified having jurisdiction over such action determines, as provided in Section 15 determines 15, that each of the material defenses defense asserted by Indemnitee in such proceeding action was not made in bad good faith or was frivolous.
Appears in 4 contracts
Samples: Indemnification Agreement (Mela Sciences, Inc. /Ny), Indemnification Agreement (Christopher & Banks Corp), Stock Option Agreement (Christopher & Banks Corp)
Lack of Good Faith. To indemnify Indemnitee for any Expenses incurred by the Indemnitee with respect to any proceeding action instituted (i) by Indemnitee to enforce or interpret this Agreement, if a court specified in Section 15 having jurisdiction over such action determines 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 (ii) by or in the name of the Company to enforce or interpret this Agreement, if a court specified in Section 15 having jurisdiction over such action determines that each of the material defenses asserted by Indemnitee in such proceeding action was made in bad faith or was frivolous.
Appears in 1 contract
Samples: Indemnification Agreement (Heartland Payment Systems Inc)
Lack of Good Faith. To indemnify Indemnitee for any Expenses incurred by the Indemnitee with respect to any proceeding action instituted (i) by Indemnitee to enforce or interpret this Agreement, if a court specified in Section 15 having jurisdiction over such action determines 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 (ii) by or in the name of the Company to enforce or interpret this Agreement, if a court specified in Section 15 having jurisdiction over such action determines that each of the material defenses asserted by Indemnitee in such proceeding action was made in bad faith or was frivolous.
Appears in 1 contract
