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.
Appears in 36 contracts
Samples: Indemnification Agreement (Watts Water Technologies Inc), Indemnification Agreement (Watts Water Technologies Inc), Director Indemnification Agreement (BJ Services, Inc.)
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 hereunderhereunder to the extent that they arise out of such claim, issue or matter.
Appears in 13 contracts
Samples: Indemnification Agreement (Overland Advantage), Indemnification Agreement (LGAM Private Credit LLC), Indemnification Agreement (Muzinich Corporate Lending Income Fund, Inc.)
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 's conduct was unlawful, Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder.
Appears in 6 contracts
Samples: Indemnification Agreement (Watts Water Technologies Inc), Indemnification Agreement (Helicos Biosciences Corp), Indemnification Agreement (TechTarget Inc)
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..
Appears in 6 contracts
Samples: Indemnification Agreement (Watts Water Technologies Inc), Indemnification Agreement (Watts Water Technologies Inc), Indemnification Agreement (Watts Water Technologies Inc)
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 Proceedingaction or proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful, Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder.
Appears in 5 contracts
Samples: Indemnification & Liability (Itex Corp), Indemnification Agreement (IBuyDigital.com, Inc.), Indemnification Agreement (Voxware Inc)
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, (A) 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, or (B) with respect to any criminal Proceedingaction or proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful, Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder.
Appears in 4 contracts
Samples: Indemnification Agreement (Trustwave Holdings, Inc.), Indemnification Agreement (Trustwave Holdings, Inc.), Indemnification Agreement (Trustwave Holdings, Inc.)
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 hereunderhereunder with respect to such claim, issue or matter.
Appears in 3 contracts
Samples: Indemnification Agreement (Boston Properties LTD Partnership), Indemnification Agreement (Boston Properties LTD Partnership), Indemnification Agreement (DiamondRock Hospitality Co)
Proceedings Other Than By or In the Right of the Company. If indemnification is requested under Section 3(a) above and it has been finally adjudicated by a court of competent jurisdiction that, in connection with such specific claim, issue or mattera Specific Claim, 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 hereunder of any Indemnifiable Amounts hereunderincurred or paid by Indemnitee by reason of such Specific Claim.
Appears in 3 contracts
Samples: Indemnification Agreement (Pacira BioSciences, Inc.), Indemnification Agreement (Pacira Pharmaceuticals, Inc.), Indemnification Agreement (Ikaria, Inc.)
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 Proceedingaction or proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s 's conduct was unlawful, Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder.
Appears in 2 contracts
Samples: Director Indemnification Agreement (PrimeWood, Inc.), Indemnification Agreement (Watts Industries Inc)
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 the Court of competent jurisdiction Chancery of the State of Delaware 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.
Appears in 2 contracts
Samples: Indemnification Agreement (Thomas Equipment, Inc.), Indemnification Agreement (Thomas Equipment, Inc.)
Proceedings Other Than By or In the Right of the Company. If indemnification is requested under Section 3(a3(a)(i) above and it has been finally adjudicated by a court of competent jurisdiction Finally Adjudicated that, in connection with such specific claim, issue or mattera Specific Claim, 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 under Section 3 above of any Indemnifiable Amounts hereunderincurred or paid by Indemnitee by reason of such Specific Claim.
Appears in 1 contract
Samples: Indemnification Agreement (Bellerophon Therapeutics LLC)
Proceedings Other Than By or In the Right of the Company. If indemnification is requested under Section 3(a) above and it has been finally adjudicated by a court of competent jurisdiction Finally Adjudicated that, in connection with such specific claim, issue or mattera Specific Claim, 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 hereunder of any Indemnifiable Amounts hereunderincurred or paid by Indemnitee by reason of such Specific Claim.
Appears in 1 contract
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 's conduct was unlawful, Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder.
Appears in 1 contract
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 Proceedingaction or proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s 's conduct was unlawful, Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder.
Appears in 1 contract
Proceedings Other Than By or In the Right of the Company. If indemnification is requested under Section 3(a) of this Agreement 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.
Appears in 1 contract
