Common use of Standard for Indemnification Clause in Contracts

Standard for Indemnification. If, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be, made a party to any Proceeding, the Company shall indemnify and hold harmless Indemnitee against all judgments, penalties, fines and amounts paid in settlement and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any such Proceeding unless (and only to the extent) it is ultimately Adjudged 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][her] conduct was unlawful.

Standard for Indemnification. IfSubject to the limitations in Section 5 hereof, if, by reason of the Indemnitee’s Corporate Status, the Indemnitee is, or is threatened to be, made a party to any Proceeding, the Company shall indemnify and hold harmless the Indemnitee against all judgments, penalties, fines and amounts paid in settlement and all Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection with any such Proceeding unless (and only to the extent) it is ultimately Adjudged established by clear and convincing evidence that (i) the act or omission of the 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) the Indemnitee actually received an improper personal benefit in money, property or services; services or (iii) in the case of any criminal Proceeding, the Indemnitee had reasonable cause to believe that [his][her] his or her conduct was unlawful.

Standard for Indemnification. If, by reason of Indemnitee’s Corporate Company Status, Indemnitee is, or is threatened to be, made a party to any Proceeding, the Company shall indemnify and hold harmless Indemnitee against all judgments, penalties, fines and amounts paid in settlement and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any such Proceeding or any action, discovery event, claim, issue or matter therein or related thereto unless (and only to the extent) it is ultimately Adjudged established that (ia) the act or omission of Indemnitee was material to the matter giving rise to the Proceeding and (Ai) was committed in bad faith or (Bii) was the result of active and deliberate dishonesty; , (iib) Indemnitee actually received an improper personal benefit in money, property or services; services or (iiic) in the case of any criminal Proceeding, Indemnitee had reasonable cause to believe that [his][her] Indemnitee’s conduct was unlawful.

Standard for Indemnification. If, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be, made a party to any Proceeding, the Company shall indemnify and hold harmless Indemnitee against all judgments, penalties, fines and amounts paid in settlement and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any such Proceeding or any action, discovery event, claim, issue or matter therein or related thereto unless (and only to the extent) it is ultimately Adjudged established that (ia) the act or omission of Indemnitee was material to the matter giving rise to the Proceeding and (Ai) was committed in bad faith or (Bii) was the result of active and deliberate dishonesty; , (iib) Indemnitee actually received an improper personal benefit in money, property or services; services or (iiic) in the case of any criminal Proceeding, Indemnitee had reasonable cause to believe that [his][her] Indemnitee’s conduct was unlawful.

Standard for Indemnification. If, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be, made a party to any Proceeding, the Company shall indemnify and hold harmless Indemnitee against all judgments, penalties, fines and amounts paid in settlement and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any such Proceeding unless (and only to the extent) it is ultimately Adjudged established in a court of appropriate jurisdiction, 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][her] conduct was unlawful.

Standard for Indemnification. If, by reason of Indemnitee’s Corporate Trust Status, Indemnitee is, or is threatened to be, made a party to any Proceeding, the Company shall indemnify and hold harmless Indemnitee against all judgments, penalties, fines and amounts paid in settlement and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any such Proceeding unless (and only to the extent) it is ultimately Adjudged established in a court of appropriate jurisdiction, 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][her] conduct was unlawful.

Standard for Indemnification. If, by reason of Indemnitee’s Corporate his Trust Status, Indemnitee he is, or is threatened to be, made a party to any Proceeding, the Company Trust shall indemnify and hold harmless Indemnitee against all judgments, penalties, fines Expenses and amounts paid in settlement and all Expenses actually and reasonably Liabilities incurred by Indemnitee him or on Indemnitee’s his behalf in connection with any such Proceeding (referred to herein as “Indemnifiable Expenses” and “Indemnifiable Liabilities,” respectively, and collectively as “Indemnifiable Amounts”) unless (and only to the extent) it is ultimately Adjudged established by clear and convincing evidence that (ia) the act or omission of Indemnitee was material to the matter giving rise to the Proceeding and (Ai) was committed in bad faith or (Bii) was the result of active and deliberate dishonesty; (iib) Indemnitee actually received an improper personal benefit in money, property or services; or (iiic) in the case of any criminal Proceeding, Indemnitee had reasonable cause to believe that [his][her] his conduct was unlawful.

Standard for Indemnification. If, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be, made a party to any Proceeding, the Company Indemnitee shall indemnify and hold harmless Indemnitee be indemnified against all judgments, penalties, fines fines, taxes and interest and amounts paid in settlement (collectively, “Liabilities”) and all Expenses actually and reasonably incurred by Indemnitee him [her] or on Indemnitee’s his [her] behalf in connection with any such Proceeding unless (and only to the extent) it is ultimately Adjudged established by clear and convincing evidence that (ia) the act or omission of Indemnitee was material to the matter giving rise to the Proceeding and (Ai) was committed in bad faith or (Bii) was the result of active and deliberate dishonesty; , (iib) Indemnitee actually received an improper personal benefit in money, property or services; services or (iiic) in the case of any criminal Proceeding, Indemnitee had reasonable cause to believe that his [his][herher] conduct was unlawful.

Standard for Indemnification. If, by reason of Indemnitee’s Corporate Status or Advisory Status, Indemnitee is, or is threatened to be, made a party to any Proceeding, the Company shall indemnify and hold harmless Indemnitee against all judgments, penalties, fines and amounts paid in settlement and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any such Proceeding unless (and only to the extent) it is ultimately Adjudged established in a court of appropriate jurisdiction, by clear and convincing evidence, that (ia) the act or omission of Indemnitee was material to the matter giving rise to the Proceeding and (Ai) was committed in bad faith or (Bii) was the result of active and deliberate dishonesty; , (iib) Indemnitee actually received an improper personal benefit in money, property or services; services or (iiic) in the case of any criminal Proceeding, Indemnitee had reasonable cause to believe that [his][her] Indemnitee’s conduct was unlawful.

Standard for Indemnification. If, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be, made a party to any Proceeding, the Company shall indemnify and hold harmless Indemnitee against all judgments, penalties, fines and amounts paid in settlement and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any such Proceeding unless (and only to the extent) it is ultimately Adjudged 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][her] his conduct was unlawful.

Standard for Indemnification. If, by reason of Indemnitee’s Corporate Advisory Status, Indemnitee is, or is threatened to be, made a party to any Proceeding, the Company shall indemnify and hold harmless Indemnitee against all judgments, penalties, fines and amounts paid in settlement and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any such Proceeding unless (and only to the extent) it is ultimately Adjudged established in a court of appropriate jurisdiction, 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][her] conduct was unlawful.

Standard for Indemnification. If, by reason of the Indemnitee’s Corporate Status, the Indemnitee is, or is threatened to be, made a party to any Proceeding, the Company shall indemnify and hold harmless the Indemnitee against all judgments, penalties, fines and amounts paid in settlement and all Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection with any such Proceeding unless (and only to the extent) it is ultimately Adjudged established by clear and convincing evidence that (ia) the act or omission of the Indemnitee was material to the matter giving rise to the Proceeding and (Ai) was committed in bad faith or (Bii) was the result of active and deliberate dishonesty; , (iib) the Indemnitee actually received an improper personal benefit in money, property or services; services or (iiic) in the case of any criminal Proceeding, the Indemnitee had reasonable cause to believe that [his][her] conduct the act or omission of the Indemnitee was unlawful.

Standard for Indemnification. If, by reason of service in Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be, made a party to any Proceeding, the Company shall indemnify and hold harmless Indemnitee against all judgments, penalties, fines and amounts paid in settlement and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any such Proceeding unless (and only to the extent) it is ultimately Adjudged established in a court of appropriate jurisdiction, 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][her] Indemnitee’s conduct was unlawful.

Standard for Indemnification. If, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be, made a party to any Proceeding, the Company shall indemnify and hold harmless Indemnitee against all judgments, penalties, fines fines, taxes and interest and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) (collectively, “Liabilities”) and all Expenses actually and reasonably incurred by Indemnitee him or on Indemnitee’s his behalf in connection with any such Proceeding unless (and only to the extent) it is ultimately Adjudged established by clear and convincing evidence that (ia) the act or omission of Indemnitee was material to the matter giving rise to the Proceeding and (Ai) was committed in bad faith or (Bii) was the result of active and deliberate dishonesty; , (iib) Indemnitee actually received an improper personal benefit in money, property or services; services or (iiic) in the case of any criminal Proceeding, Indemnitee had reasonable cause to believe that [his][her] his conduct was unlawful.

Standard for Indemnification. If, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be, made a party to any Proceeding, the Company shall indemnify and hold harmless Indemnitee against all judgments, damages, liabilities, losses, penalties, excise taxes, fines and amounts paid in settlement and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any such Proceeding unless (and only to the extent) it is ultimately Adjudged established by clear and convincing evidence that (ia) the act or omission of Indemnitee was material to the matter giving rise to the Proceeding and (Ai) was committed in bad faith or (Bii) was the result of active and deliberate dishonesty; , (iib) Indemnitee actually received an improper personal benefit in money, property or services; services or (iiic) in the case of any criminal Proceeding, Indemnitee had reasonable cause to believe that [his][her] his or her conduct was unlawful.

Standard for Indemnification. If, by reason of Indemnitee’s Corporate Advisory Status, Indemnitee is, or is threatened to be, made a party to any Proceeding, the Company shall indemnify and hold harmless Indemnitee against all judgments, penalties, fines and amounts paid in settlement and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any such Proceeding unless (and only to the extent) it is ultimately Adjudged established in a court of appropriate jurisdiction, 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][her] conduct was unlawful.

Standard for Indemnification. If, by reason of service in Indemnitee’s 's Corporate Status, Indemnitee is, or is threatened to be, made a party to any Proceeding, the Company shall indemnify and hold harmless Indemnitee against all judgments, penalties, fines and amounts paid in settlement and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s 's behalf in connection with any such Proceeding unless (and only to the extent) it is ultimately Adjudged established in a court of appropriate jurisdiction, by clear and convincing evidence, that (ia) the act or omission of Indemnitee was material to the matter giving rise to the Proceeding and (Ai) was committed in bad faith or (Bii) was the result of active and deliberate dishonesty; (iib) Indemnitee actually received an improper personal benefit in money, property or services; or (iiic) in the case of any criminal Proceeding, Indemnitee had reasonable cause to believe that [his][her] Indemnitee's conduct was unlawful.

Standard for Indemnification. If, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be, made a party to any Proceeding, the Company shall indemnify and hold harmless Indemnitee against all liability, losses, judgments, penalties, fines fines, taxes and interest and amounts paid in settlement (collectively, “Liabilities”) and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any such Proceeding unless (and only to the extent) it is ultimately Adjudged established that (ia) the act or omission of Indemnitee was material to the matter giving rise to the Proceeding and (Ai) was committed in bad faith or (Bii) was the result of active and deliberate dishonesty; , (iib) Indemnitee actually received an improper personal benefit in money, property or services; services or (iiic) in the case of any criminal Proceeding, Indemnitee had reasonable cause to believe that [his][her] Indemnitee’s conduct was unlawful.

Standard for Indemnification. If, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be, made a party to any Proceeding, the Company shall indemnify and hold harmless Indemnitee against all judgments, penalties, fines and amounts paid in settlement and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any such Proceeding unless (and only to the extent) it is ultimately Adjudged 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][her] their conduct was unlawful.