Common use of Lack of Good Faith Clause in Contracts

Lack of Good Faith. The Company will not indemnify Indemnitee for any Expenses incurred by the Indemnitee with respect to any action in which the Indemnitee has been finally adjudged by a court having jurisdiction in the matter (i) to have acted in bad faith; (ii) to not have acted in a manner Indemnitee reasonably believed to be in the best interests of the Company; or (iii) with respect to criminal actions or proceedings, to have had reasonable cause to believe Indemnitee’s conduct was unlawful.

Appears in 5 contracts

Samples: Indemnification Agreement (Aqua Metals, Inc.), Indemnification Agreement (New Relic Inc), Indemnification Agreement (Atara Biotherapeutics, Inc.)

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Lack of Good Faith. The Company will not indemnify Indemnitee for any Expenses incurred by the Indemnitee with respect to any action in which the Indemnitee has been finally adjudged by a court having jurisdiction in the matter (i) to have acted in bad faith; (ii) to not have acted faith or in a manner Indemnitee reasonably believed opposed to be in the best interests of the Company; or (iii) with respect to criminal actions or proceedings, to have had reasonable cause to believe Indemnitee’s conduct was unlawful.

Appears in 3 contracts

Samples: Indemnification Agreement (Snowflake Inc.), Indemnification Agreement (Roka BioScience, Inc.), Indemnification Agreement (Dionex Corp /De)

Lack of Good Faith. The Company will not indemnify Indemnitee for any Expenses incurred by the Indemnitee with respect to any action in which the Indemnitee has been finally adjudged by a court having jurisdiction in the matter (i) to have acted in bad faith; (ii) to not have acted in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; or (iii) with respect to criminal actions or proceedings, to have had reasonable cause to believe Indemnitee’s conduct was unlawful.

Appears in 2 contracts

Samples: Indemnification Agreement (Versartis, Inc.), Indemnification Agreement (Trinet Group Inc)

Lack of Good Faith. The Company will not indemnify Indemnitee for any Expenses incurred by the Indemnitee with respect to any action in which the Indemnitee has been finally adjudged by a court having jurisdiction in the matter Delaware Court (i) to have acted in bad faith; (ii) to not have acted in a manner Indemnitee reasonably believed to be in the best interests of the Company; or (iii) with respect to criminal actions or proceedings, to have had reasonable cause to believe Indemnitee’s conduct was unlawful.

Appears in 2 contracts

Samples: Indemnification Agreement (Cortigent, Inc.), Indemnification Agreement (Azitra Inc)

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Lack of Good Faith. The Company will not indemnify Indemnitee for any Expenses incurred by the Indemnitee with respect to any action in which the Indemnitee has been finally adjudged by a court having of competent jurisdiction in the matter (i) to have acted in bad faith; (ii) to not have acted in a manner Indemnitee reasonably believed to be in the best interests of the Company; or (iii) with respect to criminal actions or proceedings, to have had reasonable cause to believe IndemniteeIxxxxxxxxx’s conduct was unlawful.

Appears in 1 contract

Samples: Indemnification and Advance Agreement (Vitro Biopharma, Inc.)

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