Common use of Obligation to Indemnify; Standard of Conduct Clause in Contracts

Obligation to Indemnify; Standard of Conduct. Except as provided in Sections 2(e), 2(f), 2(g) or 7 below, the Corporation shall indemnify Indemnitee and hold harmless Indemnitee, to the fullest extent authorized or permitted by applicable law, in the event Indemnitee is made a party to a Proceeding because he or she is or was a Director or Officer, against Liability incurred in the Proceeding if: (1) Indemnitee conducted himself or herself in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation; and (2) in the case of any criminal Proceeding, Indemnitee had no reasonable cause to believe his or her conduct was unlawful.

Appears in 6 contracts

Samples: Indemnification Agreement (Liquidia Corp), Indemnification Agreement (Liquidia Technologies Inc), Indemnification Agreement (Liquidia Technologies Inc)

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Obligation to Indemnify; Standard of Conduct. Except as provided in Sections 2(e), 2(f), 2(g) or 7 below, the Corporation shall indemnify Indemnitee and hold harmless Indemnitee, to the fullest extent authorized or permitted by applicable law, in the event Indemnitee is, or is made threatened to be made, a party to a Proceeding because he or she is or was a Director or Officer, against Liability incurred in connection with the Proceeding if: (1) Indemnitee conducted himself or herself in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation; and (2) in the case of any criminal Proceeding, Indemnitee had no reasonable cause to believe his or her conduct was unlawful.

Appears in 5 contracts

Samples: Independent Director Agreement (Net 1 Ueps Technologies Inc), Independent Director Agreement (Net 1 Ueps Technologies Inc), Independent Director Agreement (Net 1 Ueps Technologies Inc)

Obligation to Indemnify; Standard of Conduct. Except as provided in Sections 2(e), 2(f), or 2(g) or 7 below, the Corporation Company shall indemnify Indemnitee and hold harmless Indemnitee, to the fullest extent authorized or permitted by applicable law, in the event if Indemnitee is made a party Party to a Proceeding because he or she Indemnitee is or was a Director or Officer, Officer against Liability incurred in connection with the Proceeding ifprovided that: (1i) Indemnitee conducted himself acted (or herself failed to act) in good faith and in a manner he or she manner, Indemnitee reasonably believed to be in, or not opposed to, the best interests of the CorporationCompany; and (2ii) in In the case of any criminal Proceeding, Indemnitee had no reasonable cause to believe his or her Indemnitee's conduct was unlawful.

Appears in 1 contract

Samples: Indemnity Agreement (Renal Care Group Inc)

Obligation to Indemnify; Standard of Conduct. Except as provided in Sections 2(e), 2(f), 2(g) or 7 below, the Corporation shall indemnify Indemnitee and hold harmless Indemnitee, to the fullest extent authorized or permitted by applicable law, in the event Indemnitee is, or is threatened to be, made a party to a Proceeding because he or she is or was a Director or Officer, against Liability any and all Liabilities incurred in the Proceeding if: (1) Indemnitee conducted himself or herself in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation; and (2) in the case of any criminal Proceeding, Indemnitee had no reasonable cause to believe his or her conduct was unlawful.

Appears in 1 contract

Samples: Indemnification Agreement (Katapult Holdings, Inc.)

Obligation to Indemnify; Standard of Conduct. Except as provided in Sections 2(e), 2(f), 2(g) or 7 below, the Corporation shall indemnify Indemnitee and hold harmless Indemnitee, to the fullest extent authorized or permitted by applicable law, in the event Indemnitee is made a party to a Proceeding because he or she is or was a Director or OfficerDirector, Officer and/or Key Employee, against Liability incurred in the Proceeding if: (1i) Indemnitee conducted himself or herself in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation; and (2ii) in the case of any criminal Proceeding, Indemnitee had no reasonable cause to believe his or her conduct was unlawful.

Appears in 1 contract

Samples: Indemnification Agreement (Kadmon Holdings, LLC)

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Obligation to Indemnify; Standard of Conduct. Except as provided in Sections 2(e), 2(f), 2(g) or 7 6 below, the Corporation shall indemnify Indemnitee and hold harmless Indemnitee, to the fullest extent authorized or permitted by applicable law, in the event Indemnitee is, or is made threatened to be made, a party to a Proceeding because he or she is or was a Director or and/or Officer, against Liability incurred in the Proceeding if: (1i) Indemnitee conducted himself or herself in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation; and (2ii) in the case of any criminal Proceeding, Indemnitee had no reasonable cause to believe his or her conduct was unlawful.

Appears in 1 contract

Samples: Indemnification & Liability (Act II Global Acquisition Corp.)

Obligation to Indemnify; Standard of Conduct. Except as provided in Sections 2(e), 2(f), 2(g) or 7 below, the Corporation Company shall indemnify Indemnitee and hold harmless Indemnitee, to the fullest extent authorized or permitted by applicable law, in the event Indemnitee is made a party to a Proceeding because he or she is or was a Director or Officer, against Liability incurred in the Proceeding if: : (1) Indemnitee conducted himself or herself in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the CorporationCompany; and and (2) in the case of any criminal Proceeding, Indemnitee had no reasonable cause to believe his or her conduct was unlawful.

Appears in 1 contract

Samples: Indemnification Agreement (MiX Telematics LTD)

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