Common use of Standard of Conduct Required for Entitlement to Basic Indemnification Clause in Contracts

Standard of Conduct Required for Entitlement to Basic Indemnification. The Indemnitee shall be entitled to indemnification under Sections 3(a) and (b) above if the Indemnitee (i) acted honestly and in good faith with a view to the best interests of the Company or, as the case may be, to the best interests of the other entity for which the Indemnitee acted as Personnel at the Company’s request; and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnitee had reasonable grounds for believing that the Indemnitee’s conduct was lawful and, in the case of Section 3(b), subject to the exclusion set forth therein. The termination of any Claim by judgment, award, order, settlement (whether with or without court approval), conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that (i) the Indemnitee did not act honestly and in good faith with a view to the best interests of the Company or, as applicable, such other entity, (ii) the Indemnitee did not have reasonable grounds to believe that the Indemnitee’s conduct was lawful or (iii) a court determined that indemnification is not permitted by applicable law or pursuant to Section 3(b). In addition, neither the failure of any Independent Legal Counsel to have made a determination as to whether the Indemnitee has met the standard of conduct set forth in this Section 3(c) or had any particular belief, nor an actual determination by any Independent Legal Counsel that the Indemnitee has not met such standard of conduct or did not have such belief, shall be a defence to the Indemnitee’s right to indemnification or create a presumption that the Indemnitee did not meet any particular standard of conduct or did not have any particular belief. If the Indemnitee acted honestly and in good faith with a view to the best interests of the participants and beneficiaries of an employee benefit plan, the Indemnitee shall be deemed to have acted with a view to the best interests of the Company.

Standard of Conduct Required for Entitlement to Basic Indemnification. The Indemnitee shall be entitled to indemnification under Sections 3(a) and (b) above if the Indemnitee (i) acted honestly and in good faith with a view to the best interests of the Company or, as the case may be, to the best interests of the other entity for which the Indemnitee acted as Personnel at the Company’s request; and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnitee had reasonable grounds for believing that the Indemnitee’s conduct was lawful and, in the case of Section 3(b), subject to the exclusion set forth therein. The termination of any Claim by judgment, award, order, settlement (whether with or without court approval), conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that (i) the Indemnitee did not act honestly and in good faith with a view to the best interests of the Company or, as applicable, such other entity, (ii) the Indemnitee did not have reasonable grounds to believe that the Indemnitee’s conduct was lawful or (iii) a court determined that indemnification is not permitted by applicable law or pursuant to Section 3(b). In addition, neither the failure of any Independent Legal Counsel Reviewing Party to have made a determination as to whether the Indemnitee has met the standard of conduct set forth in this Section 3(c) or had any particular belief, nor an actual determination by any Independent Legal Counsel Reviewing Party that the Indemnitee has not met such standard of conduct or did not have such belief, shall be a defence to the Indemnitee’s right to indemnification or create a presumption that the Indemnitee did not meet any particular standard of conduct or did not have any particular belief. If the Indemnitee acted honestly and in good faith with a view to the best interests of the participants and beneficiaries of an employee benefit plan, the Indemnitee shall be deemed to have acted with a view to the best interests of the Company.

Standard of Conduct Required for Entitlement to Basic Indemnification. The Indemnitee shall be entitled to indemnification under Sections 3(a) and (b) above herein if the Indemnitee (i) acted honestly and in good faith with and in a view manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company orCompany; provided that, as the case may be, to the best interests of the other entity for which the Indemnitee acted as Personnel at the Company’s request; and (ii) in the case of a any criminal or administrative action or proceeding that is enforced by a monetary penaltyproceeding, the Indemnitee had no reasonable grounds for believing that cause to believe the Indemnitee’s conduct was lawful unlawful and, in the case of Section 3(b)) hereof, subject further to the exclusion set forth therein. The termination of any Claim by judgment, award, order, settlement (whether with or without court approval), conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that (i) the Indemnitee did not act honestly and in good faith with and in a view manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, as applicable, such other entityCompany, (ii) the Indemnitee did not have had reasonable grounds cause to believe that the Indemnitee’s conduct was lawful unlawful or (iii) a court determined that indemnification is not permitted by applicable law or pursuant to Section 3(b)) herein. In addition, neither the failure of any Independent Legal Counsel Reviewing Party to have made a determination as to whether the Indemnitee has met the standard of conduct set forth in this Section 3(c) or had any particular belief, nor an actual determination by any Independent Legal Counsel Reviewing Party that the Indemnitee has not met such standard of conduct or did not have such belief, shall be a defence defense to the Indemnitee’s right to indemnification or create a presumption that the Indemnitee did not meet any particular standard of conduct or did not have any particular belief. If the Indemnitee acted honestly and in good faith with and in a view manner the Indemnitee reasonably believed to be in or not opposed to the best interests interest of the participants and beneficiaries of an employee benefit plan, the Indemnitee shall be deemed to have acted with in a view manner in or not opposed to the best interests of the Company.

Standard of Conduct Required for Entitlement to Basic Indemnification. The Indemnitee shall be entitled to indemnification under Sections 3(a) and (b) above herein if the Indemnitee (i) acted honestly and in good faith with and in a view manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company orCompany; provided that, as the case may be, to the best interests of the other entity for which the Indemnitee acted as Personnel at the Company’s request; and (ii) in the case of a any criminal or administrative action or proceeding that is enforced by a monetary penaltyproceeding, the Indemnitee had no reasonable grounds for believing that cause to believe the Indemnitee’s 's conduct was lawful unlawful and, in the case of Section 3(b)) hereof, subject further to the exclusion set forth therein. The termination of any Claim by judgment, award, order, settlement (whether with or without court approval), conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that (i) the Indemnitee did not act honestly and in good faith with and in a view manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, as applicable, such other entityCompany, (ii) the Indemnitee did not have had reasonable grounds cause to believe that the Indemnitee’s 's conduct was lawful unlawful or (iii) a court determined that indemnification is not permitted by applicable law or pursuant to Section 3(b)) herein. In addition, neither the failure of any Independent Legal Counsel Reviewing Party to have made a determination as to whether the Indemnitee has met the standard of conduct set forth in this Section 3(c) or had any particular belief, nor an actual determination by any Independent Legal Counsel Reviewing Party that the Indemnitee has not met such standard of conduct or did not have such belief, shall be a defence defense to the Indemnitee’s 's right to indemnification or create a presumption that the Indemnitee did not meet any particular standard of conduct or did not have any particular belief. If the Indemnitee acted honestly and in good faith with and in a view manner the Indemnitee reasonably believed to be in or not opposed to the best interests interest of the participants and beneficiaries of an employee benefit plan, the Indemnitee shall be deemed to have acted with in a view manner in or not opposed to the best interests of the Company.