Common use of Rights to Indemnification Clause in Contracts

Rights to Indemnification. Except as otherwise provided by Section 13, if, by reason of the Indemnitee’s Corporate Status, the Indemnitee was, is, or is threatened to be made, a party to any Proceeding, the Indemnitee shall be indemnified by the Company against all judgments, penalties, fines and amounts paid in settlement and all reasonable Expenses actually incurred by the Indemnitee or on the Indemnitee’s behalf in connection with such Proceeding, unless it is established, by clear and convincing evidence, that (i) the act or omission of the Indemnitee was material to the matter(s) giving rise to the Proceeding and (A) was committed in bad faith or (B) was the result of active and deliberate dishonesty; (ii) the Indemnitee actually received an improper personal benefit in money, property or services; or (iii) in the case of any criminal Proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful.

Rights to Indemnification. Except as otherwise provided by Section 13, if, by reason of the Indemnitee’s Corporate Status, the Indemnitee was, is, or is threatened to be made, a party to any Proceeding, the Indemnitee shall be indemnified by the Company against all judgments, penalties, fines and amounts paid in settlement and all reasonable Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection with such Proceeding, unless it is established, by clear and convincing evidence, that (i) the act or omission of the Indemnitee was material to the matter(s) giving rise to the Proceeding and (A) was committed in bad faith or (B) was the result of active and deliberate dishonesty; (ii) the Indemnitee actually received an improper personal benefit in money, property or services; or (iii) in the case of any criminal Proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful.

Rights to Indemnification. Except as otherwise provided by Section 1312, if, by reason of the Indemnitee’s Corporate Status, the Indemnitee was, is, or is threatened to be made, a party to any Proceeding, the Indemnitee shall be indemnified by the Company against all judgments, penalties, fines and amounts paid in settlement and all reasonable Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection with such Proceeding, unless it is established, by clear and convincing evidence, established that (i) the act or omission of the Indemnitee was material to the matter(s) giving rise to the Proceeding and (A) was committed in bad faith or (B) was the result of active and deliberate dishonesty; (ii) the Indemnitee actually received an improper personal benefit in money, property or services; or (iii) in the case of any criminal Proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful.