Common use of Other cases Clause in Contracts

Other cases. In cases not included under Section 9.2, above, the Company shall indemnify the officer, Director or any Member against Liability and Expenses incurred by the Person in connection with a claim, action, dispute, or issue, if the Person was a party due to the Person's role as officer, director or Member, unless it shall have been concluded that the Person breached or failed to perform a duty owed to the Company (using the procedure set out in Section 9.4, below), which breach or failure constitutes: (a) A willful failure to deal fairly with the Company in connection with a matter in which the Person has a material conflict of interest; (b) A violation of criminal law, unless the Person had reasonable cause to believe the Person's conduct was lawful or no reasonable cause to believe the conduct was unlawful; (c) A transaction from which the Person derived an improper personal profit; or (d) Willful misconduct. Indemnification required under this section 9.3 shall be made upon the last to occur of (1) 30 days after the Company's receipt of a written demand for indemnification or (2) the determination set forth in Section 9.4, below.

Other cases. In cases not included under Section 9.2subsection (b), above, the Company shall indemnify the officerDirector, Director Officer, or any Member against Liability and Expenses incurred by the Person in connection with a claim, action, dispute, or issue, if the Person was a party due to the Person's role as officera Director, director Officer, or Member, unless it shall have been concluded that the Person breached or failed to perform a duty owed to the Company (using the procedure set out in Section 9.46.8(d), below), which breach or failure constitutes: (ai) A willful failure to deal fairly with the Company in connection with a matter in which the Person person has a material conflict of interest; (bii) A violation of criminal law, unless the Person had reasonable cause to believe the Person's conduct was lawful or no reasonable cause to believe the conduct was unlawful; (ciii) A transaction from which the Person derived an improper personal profit; or (div) Willful misconduct. Indemnification required under this section 9.3 subsection (c) shall be made upon the last to occur of (1i) 30 days after from the Company's receipt of a written demand for indemnification or (2ii) the determination set forth in Section 9.46.8(d), below.

Other cases. In cases not included under Section 9.2subsection (b), above, the Company shall indemnify the officerDirector, Director Officer, or any Member against Liability and Expenses incurred by the Person in connection with a claim, action, dispute, or issue, if the Person was a party due to the Person's ’s role as officera Director, director Officer, or Member, unless it shall have been concluded that the Person breached or failed to perform a duty owed to the Company (using the procedure set out in Section 9.46.9(d), below), which breach or failure constitutes: (ai) A willful failure to deal fairly with the Company in connection with a matter in which the Person person has a material conflict of interest; (bii) A violation of criminal law, unless the Person had reasonable cause to believe the Person's ’s conduct was lawful or no reasonable cause to believe the conduct was unlawful; (ciii) A transaction from which the Person derived an improper personal profit; or (div) Willful misconduct. Indemnification required under this section 9.3 subsection (c) shall be made upon the last to occur of (1i) 30 days after from the Company's ’s receipt of a written demand for indemnification or (2ii) the determination set forth in Section 9.46.9(d), below.