Common use of Rights to Indemnification Clause in Contracts

Rights to Indemnification. If, by reason of his Corporate Status, Indemnitee is, or is threatened to be, made a party to or a witness in any Proceeding, Indemnitee shall be indemnified and held harmless against all claims, threats, and any judgments, penalties, fines and amounts paid in settlement and all Expenses actually incurred by him or on his behalf unless it is established by clear and convincing evidence that (i) the act or omission of Indemnitee was material to the matter giving rise to the Proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty, (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 his conduct was unlawful and is convicted of a felony.

Rights to Indemnification. If, by reason of his or her Corporate Status, Indemnitee is, or is threatened to be, made a party to or a witness in any Proceeding, Indemnitee shall be indemnified and held harmless against all claims, threats, and any judgments, penalties, fines and amounts paid in settlement and all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with the Proceeding unless it is established by clear and convincing evidence that (i) the act or omission of Indemnitee was material to the matter giving rise to the Proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty, (ii) Indemnitee actually received an improper personal benefit in money, property or services services, or (iii) in the case of any criminal Proceeding, Indemnitee had reasonable cause to believe that his or her conduct was unlawful and is convicted of a felonyunlawful.

Rights to Indemnification. If, by reason of his Corporate Status, Indemnitee is, or is threatened to be, made a party to or a witness in any Proceeding, Indemnitee shall be indemnified and held harmless against all claims, threats, and any judgments, penalties, fines and amounts paid in settlement and all Expenses actually and reasonably incurred by him or on his behalf in connection with the Proceeding unless it is established by clear and convincing evidence that (i) the act or omission of Indemnitee was material to the matter giving rise to the Proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty, (ii) Indemnitee actually received an improper personal benefit in money, property or services services, or (iii) in the case of any criminal Proceeding, Indemnitee had reasonable cause to believe that his conduct was unlawful and is convicted of a felonyunlawful.