Proceedings Other Than By or In the Right of the Company. If indemnification is requested under Section 3(a) and it has been finally adjudicated by a court of competent jurisdiction that, in connection with such specific claim, issue or matter, Indemnitee failed to act (i) in good faith and (ii) in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal Proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful, Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder.
Proceedings Other Than By or In the Right of the Company. Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as “Indemnifiable Expenses” and “Indemnifiable Liabilities,” respectively, and collectively as “Indemnifiable Amounts”).
Proceedings Other Than By or In the Right of the Company. Subject to the exceptions contained in Section 4(a) and in a manner consistent with applicable law, including the 1940 Act, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as “Indemnifiable Expenses” and “Indemnifiable Liabilities,” respectively, and collectively as “Indemnifiable Amounts”). Notwithstanding the foregoing, no Indemnitee shall be entitled to indemnification under this Section 3(a) for liability which arose as a result of Indemnitee’s willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
Proceedings Other Than By or In the Right of the Company. Subject to the exceptions contained in Section 4 below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as
Proceedings Other Than By or In the Right of the Company. Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding or was or is a witness or is threatened to be made a witness in any Proceeding (other than an action by or in the right of the Company), in each case by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as “Indemnifiable Expenses” and “Indemnifiable Liabilities,” respectively, and collectively as “Indemnifiable Amounts”). The Company hereby agrees to indemnify Indemnitee’s spouse (whether by statute or at common law and without regard to the location of the governing jurisdiction) and children (including by way of adoption) as express third-party beneficiaries hereunder to the same extent and subject to the same limitations applicable to Indemnitee hereunder for claims arising out the status of such person as a spouse or child of Indemnitee, including claims seeking damages from marital property (including community property) and property held by the Indemnitee and such spouse or property transferred to such spouse or child.
Proceedings Other Than By or In the Right of the Company. If indemnification is requested under Section 3(a) and it has been finally adjudicated by a court of competent jurisdiction in The Commonwealth of Massachusetts that, with respect to such specific claim, issue or matter, Indemnitee (i) did not conduct himself or herself in good faith in the reasonable belief that his or her conduct was (A) in the best interest of the Company or such other Entity, or (B) at least not opposed to the best interests of the Company or such other Entity; (ii) did not conduct himself or herself, to the extent such matter related to service with respect to an employee benefit plan, in the reasonable belief that his or her conduct was in the best interests of the participants or beneficiaries of such employee benefit plan, or (iii) with respect to any criminal Proceeding, had no reasonable cause to believe that his or her conduct was lawful, Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder.
Proceedings Other Than By or In the Right of the Company. Subject to the exceptions contained in Section 4(a) and in a manner consistent with applicable law, including the MGCL and the 1940 Act, to the maximum extent permitted by Maryland law in effect on the Effective Date and, to the extent contemplated by Section 18 of this Agreement, as amended from time to time, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee’s Corporate Status, the Company shall indemnify Indemnitee against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as “Indemnifiable Expenses” and “Indemnifiable Liabilities,” respectively, and collectively as “Indemnifiable Amounts”). The rights of Indemnitee provided in this Section 3(a) shall include, without limitation, the rights set forth in the other sections of this Agreement, including any additional indemnification permitted by the Maryland General Corporation Law (the “MGCL”), including, without limitation, Section 2-418 of the MGCL.
Proceedings Other Than By or In the Right of the Company. If indemnification is requested under Section 3(a) and it has been finally adjudicated by a court of competent jurisdiction and established by clear and convincing evidence that, in connection with such specific claim, issue or matter, (i) the act or omission of Indemnitee was a material factor giving rise to the Proceeding relating to the claim, issue or matter and (A) was committed in bad faith or (B) was the result of active and deliberate dishonesty or Disabling Conduct, (ii) Indemnitee actually received an improper personal benefit in money, property or services or (iii) in the case of any criminal Proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful, Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder to the extent that they arise out of such claim, issue or matter.
Proceedings Other Than By or In the Right of the Company. If the Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company to procure a judgment in its favor), the Company shall indemnify Indemnitee against all Expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the Company and, in the case of a criminal proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner the Indemnitee reasonably believed to be in the best interests of the Company or that the Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.
Proceedings Other Than By or In the Right of the Company. If indemnification is requested under Section 2(a) in a Proceeding other than by or in the right of the Company and it has been finally adjudicated by a court of competent jurisdiction that, in connection with such specific claim, issue or matter, Indemnitee (i) engaged in actions or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (ii) failed to act in a manner Indemnitee reasonably believed to be in the best interests of the Company in the case of conduct in the Indemnitee’s official capacity with the Company or at least reasonably believed to be not opposed to the best interests of the Company in all other cases; (iii) with respect to any criminal Proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful; (iv) improperly received a personal benefit; (v) breached his or her duty of loyalty to the Company or its shareholders; or (vi) is liable under Tennessee Code Annotated § 00-00-000, Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder with respect thereto.
