Common use of Third Party Actions Clause in Contracts

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 (other than an action by or in the right of the Company) by reason of the fact that he or she is or was an agent of the Company, or by reason of anything done or not done by him or her in any such capacity, against any and all 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 him or her in connection with the investigation, defense, settlement or appeal of such proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; and

Appears in 21 contracts

Samples: Indemnification & Liability (Blum Holdings, Inc.), Indemnification & Liability (Blum Holdings, Inc.), Indemnification Agreement (Blum Holdings, Inc.)

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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 (other than an action by or in the right of the Company) by reason of the fact that he or she is or at any time was an agent of the Company, or by reason of anything done or not done by him or her in any such capacity, against any and all claims, expenses and liabilities of any type whatsoever (including, but not limited to, attorneys’ fees, judgments, fines, ERISA excise taxes or penalties, penalties and amounts paid in settlement) actually and reasonably incurred by him or her in connection with the investigation, defense, settlement or appeal of such proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in in, or not opposed to to, the best interests of the Company, Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; andand/or

Appears in 11 contracts

Samples: Employment Agreement (Nac Global Technologies, Inc.), Indemnification Agreement (xG TECHNOLOGY, INC.), Employment Agreement (Mam Software 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 (other than an action by or in the right of the Company) by reason of the fact that he or she the Indemnitee is or was an agent of the Company, or by reason of anything done or not done by him or her in any such capacity, against any and all 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 him or her in connection with the investigation, defense, settlement or appeal of such proceeding if he or she the Indemnitee acted in good faith and in a manner he or she 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, had no reasonable cause to believe his or her conduct was unlawful; and

Appears in 2 contracts

Samples: Indemnity Agreement (Imation Corp), Indemnity Agreement (Imation Corp)

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 (other than an action by or in the right of the Company) by reason of the fact that he or she is or was a director and/or an agent of the Company, or by reason of anything done or not done by him or her in any such capacity, against any and all expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, penalties and amounts paid in settlement) actually and reasonably incurred by him or her in connection with the investigation, defense, settlement or appeal of such proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in in, or not opposed to to, the best interests of the Company, Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; and.

Appears in 1 contract

Samples: Indemnification Agreement (Computer Programs & Systems 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 he or she Indemnitee is or was an agent Agent of the Company, or by reason of anything done or not done by him or her Indemnitee in any such capacity, against any and all expenses 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 him or her in connection with the investigation, defense, settlement or appeal of such proceeding if he or she Proceeding, so long as the Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, andor, with respect to any criminal action or proceedingProceeding, had no reasonable cause to believe his or her conduct was not unlawful; and.

Appears in 1 contract

Samples: Indemnification Agreement (Compass International Services Corp)

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Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to or otherwise involved in any proceeding (Proceeding, other than an action a Proceeding by or in the right of the Company) Company to procure a judgment in its favor, by reason of the fact that he or she is or was an agent Agent of the Company, or by reason of anything done or not done by him or her in any such capacity, against any and all expenses Expenses and liabilities Liabilities (including all interest, assessments and other charges paid or payable in connection with or in respect of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, such Expenses and amounts paid in settlementLiabilities) actually and reasonably incurred by him or her in connection with the investigation, defense, settlement or appeal of such proceeding Proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceedingProceeding, had no reasonable cause to believe his or her conduct was unlawful; and

Appears in 1 contract

Samples: Indemnification Agreement (Chaparral Energy, 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 (other than an action by or in the right of the Company) by reason of the fact that he or she is or was an agent of the Company, or by reason of anything done or not done by him or her in any such capacity, against any and all expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, penalties and amounts paid in settlement) actually and reasonably incurred by him or her in connection with the investigation, defense, settlement or appeal of such proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in in, or not opposed to to, the best interests of the Company, Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; and

Appears in 1 contract

Samples: Indemnity Agreement (Corsair Components, Inc.)

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