Common use of Power to Indemnify in Actions Clause in Contracts

Power to Indemnify in Actions. Suits or Proceedings by or in the Right of the Company. Subject to Section 18.3 of this Agreement, the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that such person is or was a Representative, officer, employee or agent of the Company, or is or was serving at the request of the Company as a Representative, officer, employee or agent of another Company, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

Power to Indemnify in Actions. Suits or Proceedings by or in the Right of the CompanyCorporation. Subject to Section 18.3 3 of this AgreementArticle VIII, the Company Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company Corporation to procure a judgment in its favor by reason of the fact that such person he is or was a Representative, officer, employee director or agent officer of the CompanyCorporation, or is or was a director or officer of the Corporation serving at the request of the Company Corporation as a Representativedirector, officer, employee or agent of another Companycorporation, partnership, joint venture, trust trust, employee benefit plan or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if such person he acted in good faith and in a manner such person he reasonably believed to be in or not opposed to the best interests of the CompanyCorporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably 32 70 entitled to indemnify indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

Power to Indemnify in Actions. Suits or Proceedings by or in the Right of the CompanyCorporation. Subject to Section 18.3 3 of this AgreementArticle VIII, the Company Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company Corporation to procure a judgment in its favor by reason of the fact that such person he is or was a Representative, officer, employee director or agent officer of the CompanyCorporation, or is or was a director or officer of the Corporation serving at the request of the Company Corporation as a Representative, officer, employee director or agent officer of another Companycorporation, partnership, joint venture, trust trust, employee benefit plan or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if such person he acted in good faith and in a manner such person he reasonably believed to be in or not opposed to the best interests of the CompanyCorporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

Power to Indemnify in Actions. Suits or Proceedings by or in the Right of the CompanyCorporation. Subject to Section 18.3 of this Agreement5.03, the Company Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company Corporation to procure a judgment in its favor by reason of the fact that such person is or was a Representative, officer, employee Director or agent officer of the CompanyCorporation, or is or was a Director or officer of the Corporation serving at the request of the Company Corporation as a Representativedirector, officer, employee or agent of another Companycorporation, partnership, joint venture, trust or other enterprise enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the CompanyCorporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

Power to Indemnify in Actions. Suits or Proceedings by or in the Right of the CompanyCorporation. Subject to Section 18.3 3 of this AgreementArticle IX, the Company Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company Corporation to procure a judgment in its favor by reason of the fact that such person is or was a Representative, officer, employee director or agent officer of the CompanyCorporation, or is or was a director or officer of the Corporation serving at the request of the Company Corporation as a Representativedirector, officer, employee or agent of another Companycorporation, partnership, joint venture, trust trust, employee benefit plan or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the CompanyCorporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

Power to Indemnify in Actions. Suits Suit or Proceedings by By or in the Right of the CompanyCorporation. Subject to Section 18.3 of this Agreement7.03, the Company Corporation shall indemnify indemnify, to the fullest extent permitted by applicable law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company Corporation to procure a judgment in its favor by reason of the fact that such person is or was a Representative, officer, employee director or agent officer of the CompanyCorporation, or is or was a director or officer of the Corporation serving at the request of the Company Corporation as a Representativedirector, officer, employee or agent of another Companycorporation, partnership, joint venture, trust or other enterprise enterprise, against expenses (including attorneys' ’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the CompanyCorporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

Power to Indemnify in Actions. Suits or Proceedings by or in the Right of the CompanyCorporation. Subject to Section 18.3 3 of this AgreementArticle VIII, the Company Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company Corporation to procure a judgment in its favor by reason of the fact that such person is or was a Representative, officer, employee director or agent officer of the CompanyCorporation, or is or was a director or officer of the Corporation serving at the request of the Company Corporation as a Representativedirector, officer, employee or agent of another Companycorporation, partnership, joint venture, trust trust, employee benefit plan or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the CompanyCorporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.upon