Common use of Bad Faith Clause in Contracts

Bad Faith. To indemnify Indemnitee for any Expenses incurred by the Indemnitee with respect to any action instituted (i) by Indemnitee to enforce or interpret this Agreement, if a court having jurisdiction over such action determines as provided in Section 15 that each of the material assertions made by the Indemnitee as a basis for such action was made in bad faith or was frivolous, or (ii) by or in the name of the Company to enforce or interpret this Agreement, if a court having jurisdiction over such action determines as provided in Section 15 that each of the material defenses asserted by Indemnitee in such action was made in bad faith or was frivolous.