Common use of Third Party Actions Clause in Contracts

Third Party Actions. If Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was an Agent of the Company, or by reason of anything done or not done by Indemnitee in any such capacity or otherwise at the request of the Company or of its officers, directors or stockholders, the Company shall indemnify, defend and hold harmless Indemnitee against any and all Liabilities actually and reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceeding, so long as Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal action or Proceeding, if Indemnitee had no reasonable cause to believe Indemnitee’s conduct was unlawful.

Appears in 8 contracts

Samples: Indemnification Agreement (Riggs National Corp), Indemnification Agreement (Riggs National Corp), Indemnification Agreement (Riggs National Corp)

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Third Party Actions. If Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the CompanyCorporation) by reason of the fact that Indemnitee is or was an Agent of the CompanyCorporation, or by reason of anything done or not done by Indemnitee in any such capacity or otherwise at the request of the Company Corporation or of its officers, directors or stockholders, the Company Corporation shall indemnify, defend and hold harmless Indemnitee against any and all Liabilities actually and reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceeding, so long as Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in, or not opposed to, the best interests of the CompanyCorporation, and, with respect to any criminal action or Proceeding, if Indemnitee had no reasonable cause to believe Indemnitee’s his conduct was unlawful.

Appears in 2 contracts

Samples: Indemnification Agreement (Diversified Food Group Inc), Indemnification Agreement (Career Education Corp)

Third Party Actions. If Indemnitee is a person who was or is a ------------------- party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the CompanyCorporation) by reason of the fact that Indemnitee is or was an Agent of the CompanyCorporation, or by reason of anything done or not done by Indemnitee in any such capacity or otherwise at the request of the Company Corporation or of its officers, directors or stockholders, the Company Corporation shall indemnify, defend and hold harmless Indemnitee against any and all Liabilities actually and reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceeding, so long as Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in, or not opposed to, the best interests of the CompanyCorporation, and, with respect to any criminal action or Proceeding, if Indemnitee had no reasonable cause to believe Indemnitee’s his conduct was unlawful.

Appears in 2 contracts

Samples: Indemnification Agreement (Web Street Inc), Indemnification Agreement (Novamed Eyecare Inc)

Third Party Actions. If Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the CompanyCorporation) by reason of the fact that Indemnitee is or was an Agent of the CompanyCorporation, or by reason of anything done or not done by Indemnitee in any such capacity or otherwise at the request of the Company Corporation or of its officers, directors or stockholdersshareholder, the Company Corporation shall indemnify, defend and hold harmless Indemnitee against any and all Liabilities actually and reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceeding, so long as Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in, or not opposed to, the best interests of the CompanyCorporation, and, with respect to any criminal action or Proceeding, if Indemnitee had no reasonable cause to believe Indemnitee’s his or her conduct was unlawful.

Appears in 1 contract

Samples: Indemnification Agreement (Natural Nutrition Group Inc)

Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding proceeding (other than an action by or in the right of the Company) by reason of the fact that the Indemnitee is or was an Agent a director, officer, employee, or agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity or otherwise at the request of the Company or of its officerscapacity, directors or stockholders, the Company shall indemnify, defend and hold harmless Indemnitee against any and all Liabilities expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement settlement, or appeal of such Proceeding, so long as proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, Company and, with respect to any criminal action or Proceedingproceeding, if Indemnitee had no reasonable cause to believe the Indemnitee’s conduct was unlawful.; and

Appears in 1 contract

Samples: Indemnification Agreement (Directed Electronics, Inc.)

Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding proceeding (other than an action by or in the right of the Company) by reason of the fact that the Indemnitee is or was an Agent agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity or otherwise at the request of the Company or of its officerscapacity, directors or stockholders, the Company shall indemnify, defend and hold harmless Indemnitee against any and all Liabilities expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement settlement, or appeal of such Proceeding, so long as proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, Company and, with respect to any criminal action or Proceedingproceeding, if Indemnitee had no reasonable cause to believe the Indemnitee’s conduct was unlawful.; and

Appears in 1 contract

Samples: Indemnification Agreement (Main Street Restaurant Group, Inc.)

Third Party Actions. If Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was an Agent of the Company, or by reason of anything done or not done by Indemnitee in any such capacity or otherwise at the request of the Company or of its officers, directors or stockholdersshareholders, the Company shall indemnify, defend and hold harmless the Indemnitee against any and all Liabilities actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceeding, so long as the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal action or Proceeding, if the Indemnitee had no reasonable cause to believe Indemnitee’s his conduct was unlawful.

Appears in 1 contract

Samples: Indemnification Agreement (Northwestern Steel & Wire Co)

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Third Party Actions. If Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the CompanyCorporation) by reason of the fact that Indemnitee is or was an Agent of the CompanyCorporation, or by reason of anything done or not done by Indemnitee in any such capacity or otherwise at the request of the Company Corporation or of its officers, directors or stockholdersshareholder, the Company Corporation shall indemnify, defend and hold harmless Indemnitee against any and all Liabilities actually and reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceeding, so long as Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in, or not opposed to, the best interests of the CompanyCorporation, and, with respect to any criminal action or Proceeding, if Indemnitee had no reasonable cause to believe Indemnitee’s his conduct was unlawful.

Appears in 1 contract

Samples: Indemnification Agreement (Nanophase Technologies Corporation)

Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding proceeding (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was an Agent agent of the Company, or by reason of anything done or not done by Indemnitee in any such capacity or otherwise at the request of the Company or of its officerscapacity, directors or stockholders, the Company shall indemnify, defend and hold harmless Indemnitee against any and all Liabilities expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceeding, so long as proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, Company and, with respect to any criminal action or Proceedingproceeding, if Indemnitee had no reasonable cause to believe Indemnitee’s conduct was unlawful.; and

Appears in 1 contract

Samples: Indemnification Agreement (Ipsidy Inc.)

Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding proceeding (other than an action by or in the right of the Company) by reason of the fact that the Indemnitee is or was an Agent a director, officer, employee, or agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity or otherwise at the request of the Company or of its officerscapacity, directors or stockholders, the Company shall indemnify, defend and hold harmless Indemnitee against any and all Liabilities expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement settlement, or appeal of such Proceeding, so long as proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, Company and, with respect to any criminal action or Proceedingproceeding, if Indemnitee had no reasonable cause to believe the Indemnitee’s 's conduct was unlawful.; and

Appears in 1 contract

Samples: Indemnification Agreement (Directed Electronics, Inc.)

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