Common use of Power to Indemnify in Actions Clause in Contracts

Power to Indemnify in Actions. Suits or Proceedings Other Than Those by or in the Right of Cannae Inc. Subject to Section 9.3 hereof, Cannae Inc. shall indemnify the Manager and any Affiliate, employee, consultant or agent thereof (each, a “Manager Indemnitee”) against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by each Manager Indemnitee in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of Cannae Inc.), by reason of the fact that such Manager Indemnitee is or was the Manager, or is or was acting on behalf of the Manager pursuant to this Agreement, if such Manager Indemnitee acted in good faith and in a manner such Manager Indemnitee reasonably believed to be in or not opposed to the best interests of Cannae Inc. and, with respect to any criminal action or proceeding, such Manager Indemnitee had no reasonable cause to believe its conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such Manager Indemnitee did not act in good faith and in a manner which such Manager Indemnitee reasonably believed to be in or not opposed to the best interests of Cannae Inc., and, with respect to any criminal action or proceeding, had reasonable cause to believe that its conduct was unlawful.

Power to Indemnify in Actions. Suits or Proceedings Other Than Those by or in the Right of Cannae Inc. Subject to Section 9.3 hereof, Cannae Inc. shall indemnify the a Manager and any Affiliate, employee, consultant or agent thereof (each, a “Manager Indemnitee”) Indemnitee against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement ) actually and reasonably incurred by each such Manager Indemnitee in connection with the defense or settlement of any threatened, pending or completed action, action or suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of Cannae Inc.), Inc. to procure a judgment in its favor by reason of the fact that such Manager Indemnitee is or was the Manager, or is or was acting on behalf of the Manager pursuant to this Agreement, if such Manager Indemnitee acted in good faith and in a manner such Manager Indemnitee reasonably believed to be in or not opposed to the best interests of Cannae Inc.; except that no indemnification shall be made in respect of any claim, issue or matter as to which such Manager Indemnitee shall have been adjudged to be liable to Cannae Inc. andunless and only to the extent that a court of competent jurisdiction shall determine upon application that, with respect to any criminal action or proceedingdespite the adjudication of liability but in view of all the circumstances of the case, such Manager Indemnitee had no reasonable cause is fairly and reasonably entitled to believe its conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that indemnity for such Manager Indemnitee did not act in good faith and in a manner expenses which such Manager Indemnitee reasonably believed to be in or not opposed to the best interests of Cannae Inc., and, with respect to any criminal action or proceeding, had reasonable cause to believe that its conduct was unlawfulcourt shall deem proper.

Power to Indemnify in Actions. Suits The Corporation shall, to the fullest extent permitted by the DGCL, indemnify any person who was or Proceedings Other Than Those by is a party or in the Right of Cannae Inc. Subject is threatened to Section 9.3 hereof, Cannae Inc. shall indemnify the Manager and any Affiliate, employee, consultant or agent thereof (each, be made a “Manager Indemnitee”) against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by each Manager Indemnitee in connection with party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of Cannae Inc.the Corporation), by reason of the fact that such Manager Indemnitee person is or was a director or officer of the ManagerCorporation, or is or was acting on behalf a director or officer of the Manager pursuant to this AgreementCorporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such Manager Indemnitee person acted in good faith and in a manner such Manager Indemnitee person reasonably believed to be in or not opposed to the best interests of Cannae Inc. the Corporation, and, with respect to any criminal action or proceeding, such Manager Indemnitee had no reasonable cause to believe its such person’s conduct was unlawful, in each case as set forth in the Certificate of Incorporation. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such Manager Indemnitee the person did not act in good faith and in a manner which such Manager Indemnitee person reasonably believed to be in or not opposed to the best interests of Cannae Inc.the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that its such person’s conduct was unlawful.

Power to Indemnify in Actions. Suits or Proceedings Other Than Those by or in the Right of Cannae Inc. Subject to Section 9.3 hereof, Cannae Inc. shall indemnify the a Manager and any Affiliate, employee, consultant or agent thereof (each, a “Manager Indemnitee”) Indemnitee against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement ) actually and reasonably incurred by each such Manager Indemnitee in connection with the defense or settlement of any threatened, pending or completed action, action or suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of Cannae Inc.), Inc. to procure a judgment in its favor by reason of the fact that such Manager Indemnitee is or was the Manager, or is or was acting on behalf of the Manager pursuant to this Agreement, if such Manager Indemnitee Xxxxxxxxxx acted in good faith and in a manner such Manager Indemnitee reasonably believed to be in or not opposed to the best interests of Cannae Inc.; except that no indemnification shall be made in respect of any claim, issue or matter as to which such Manager Indemnitee shall have been adjudged to be liable to Cannae Inc. andunless and only to the extent that a court of competent jurisdiction shall determine upon application that, with respect to any criminal action or proceedingdespite the adjudication of liability but in view of all the circumstances of the case, such Manager Indemnitee had no reasonable cause is fairly and reasonably entitled to believe its conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that indemnity for such Manager Indemnitee did not act in good faith and in a manner expenses which such Manager Indemnitee reasonably believed to be in or not opposed to the best interests of Cannae Inc., and, with respect to any criminal action or proceeding, had reasonable cause to believe that its conduct was unlawfulcourt shall deem proper.