Common use of Proceedings Other Than Proceedings by or in the Right of the Company Clause in Contracts

Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement if, by reason of his Corporate Status, he is, was or is threatened to be made, a party to any threatened, pending or completed Proceeding, other than a Proceeding by or in the right of the Company. Pursuant to this Agreement, subject to Section 26 hereof, Indemnitee shall be indemnified against Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with any such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

Appears in 54 contracts

Samples: Indemnification Agreement (Legato Merger Corp. III), Indemnification Agreement (Legato Merger Corp. III), Indemnification Agreement (PAVmed Inc.)

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Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 4 if, by reason of his Corporate Status, he is, was or is threatened to be madebe, made a party to or a witness in any threatened, pending pending, or completed Proceeding, other than a Proceeding by or in the right of the Company. Pursuant to this Agreement, subject to Section 26 hereof4, Indemnitee shall be indemnified against Expenses, all judgments, penalties, fines and amounts paid in settlement and all Expenses actually and reasonably incurred by him or on his behalf in connection with any such a Proceeding or any claim, issue or matter therein, by reason of his Corporate Status if he Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, Company and, with respect to any a criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

Appears in 13 contracts

Samples: Indemnification Agreement (Bank Jos a Clothiers Inc /De/), Indemnification Agreement (Bank Jos a Clothiers Inc /De/), Indemnification Agreement (Bank Jos a Clothiers Inc /De/)

Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 4 if, by reason of his Corporate Status, he is, was or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding, other than a Proceeding by or in the right of the Company. Pursuant to this Agreement, subject to Section 26 hereof4, Indemnitee shall be indemnified against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with any such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, Company and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

Appears in 9 contracts

Samples: Indemnification Agreement (Sterling Check Corp.), Indemnification Agreement (International Money Express, Inc.), Indemnification Agreement (International Money Express, Inc.)

Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement if, by reason of his Corporate Status, he is, was or is threatened to be made, a party to any threatened, pending or completed Proceeding, other than a Proceeding by or in the right of the Company. Pursuant to this Agreement, subject to Section 26 hereof, Indemnitee shall be indemnified against Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with any such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

Appears in 2 contracts

Samples: Indemnification Agreement (Yacht Finders, Inc.), Indemnification Agreement (Cpi Aerostructures Inc)

Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section l(a) if, by reason of his Corporate Status, he is, was or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding, Proceeding other than a Proceeding by or in the right of the Company. Pursuant to this Agreement, subject to Section 26 hereofl(a), Indemnitee shall be indemnified against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with any such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, Company and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

Appears in 1 contract

Samples: Indemnification Agreement (Vail Resorts Inc)

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Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement ifIf, by reason of his Corporate Status, he the Indemnitee is, was or is threatened to be made, a party to or participant (as a witness or otherwise) in any threatened, pending or completed Proceeding, Proceeding other than a Proceeding by or in the right of the Company. Pursuant to this AgreementCompany or any other Enterprise, subject to Section 26 hereof, the Company shall indemnify and hold harmless the Indemnitee shall be indemnified against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him him, or on his behalf behalf, in connection with any such Proceeding or any claim, issue or matter therein, if he ; provided that the Indemnitee shall have acted in good faith and in a manner he reasonably believed to be in or not opposed to to, the best interests of the CompanyCompany or any other Enterprise, and, and with respect to any criminal Proceeding, the Indemnitee shall have had no reasonable cause to believe his conduct was unlawful.

Appears in 1 contract

Samples: Indemnification Agreement (Vishay Precision Group, Inc.)

Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section if, by reason of his Corporate Company Status, he is, was or is threatened to be made, a party to any threatened, pending or completed Proceeding, other than a Proceeding by or in the right of the Company. Pursuant to this Agreement, subject to Section 26 hereofSection, Indemnitee shall be indemnified against Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with any such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

Appears in 1 contract

Samples: Indemnification Agreement (Star Gas Partners Lp)

Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 3 if, by reason of his Corporate Status, he is, was or is threatened to be made, a party to or a participant in any threatened, pending pending, or completed ProceedingProceeding (as hereinafter defined), other than a Proceeding by or in the right of the Company. Pursuant to this Agreement, subject to Section 26 hereof3, Indemnitee shall be indemnified against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with any such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, Company and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

Appears in 1 contract

Samples: Indemnification Agreement (Td Ameritrade Holding Corp)

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