Proceedings by Indemnitee. The Company shall not be liable to make any payment under this Agreement in connection with any action, suit or proceeding, or any part thereof, initiated by Indemnitee unless such action, suit or proceeding, or part thereof, (i) was authorized by the Company, such authorization to be conclusively established by action by disinterested members of the Board of Directors though less than a quorum, or (ii) was brought by Indemnitee pursuant to Section 12(b) hereof.
Appears in 4 contracts
Samples: Indemnification Agreement (Resortquest International Inc), Indemnification Agreement (Resortquest International Inc), Indemnification Agreement (Vacation Properties International Inc)
Proceedings by Indemnitee. The Company shall not be liable to make any payment under this Agreement in connection with any action, suit or proceeding, or any part thereof, initiated by Indemnitee unless such action, suit or proceeding, or part thereof, (i) was authorized by the Company, such authorization to be conclusively established by action by disinterested members shareholders of the Board of Directors Company though less than a quorum, or (ii) was brought by Indemnitee pursuant to Section 12(b) hereof.
Appears in 3 contracts
Samples: Indemnification Agreement (Packaged Ice Inc), Indemnification Agreement (Southwest Texas Packaged Ice Inc), Indemnification Agreement (Packaged Ice Inc)
Proceedings by Indemnitee. The Company shall not be liable to make any payment under this Agreement in connection with any action, suit or proceeding, or any part thereof, initiated by Indemnitee unless such action, suit or proceeding, or part thereof, (i) was authorized by the Company, such authorization to be conclusively established by action by disinterested members of the Board of Directors though less than a quorum, quorum or (ii) was brought by Indemnitee pursuant to Section 12(b) hereof.
Appears in 2 contracts
Samples: An Indemnification Agreement (Travel Services International Inc), Indemnification Agreement (Dispatch Management Services Corp)
Proceedings by Indemnitee. The Company Corporation shall not be liable to make any payment under this Agreement in connection with any action, suit or proceeding, or any part thereof, initiated by Indemnitee unless such action, suit or proceeding, or part thereof, (i) was authorized by the CompanyCorporation, such authorization to be conclusively established by action by disinterested members of the Board board of Directors directors though less than a quorum, or (ii) was brought by Indemnitee pursuant to Section 12(b) hereof.
Appears in 2 contracts
Samples: Indemnification Agreement (Ignis Petroleum Group, Inc.), Indemnification Agreement (Ignis Petroleum Group, Inc.)
Proceedings by Indemnitee. The Company shall not be liable to make any payment under this Agreement in connection with any action, suit or proceeding, or any part thereof, initiated by Indemnitee unless such action, suit or proceeding, or part thereof, (i) was authorized by the Company, such authorization to be conclusively established by action by disinterested members of the Board of Directors though less than a quorum, quorum or (ii) was brought by Indemnitee pursuant to Section 12(b) hereof.
Appears in 1 contract
Samples: Indemnification Agreement (Travel Services International Inc)
