Direct and Derivative Actions Sample Clauses
Direct and Derivative Actions. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 5, by reason of his Corporate Status, if he is, or is threatened to be made, a party to any Proceeding brought by a shareholder directly or on behalf of the Company to procure a judgment in its favor. Pursuant to this Section, the Indemnitee shall be indemnified against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company unless the Delaware Court of Chancery or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnification for such Expenses which the Delaware Court of Chancery or such other court shall deem proper. The Indemnitee shall not be entitled to the rights of indemnification provided in this Section 5, by reason of his corporate status, if he is, or is threatened to be made, a party to any Proceeding brought by the Company, or files any claim against the Company in a Proceeding.
Direct and Derivative Actions. Indemnitee shall be entitled to the rights of indemnification provided in this section 5, by reason of his Corporate Status, if he is, or is threatened to be made, a party to any Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this section, Indemnitee shall be indemnified against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the court in which such Proceeding shall have been brought or is pending, shall determine.
Direct and Derivative Actions. If an Indemnitee was or is a party or is threatened to be made a party to any proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that Kell▇ ▇▇ or was a director or officer of the Company or a Subsidiary, or by reason of anything done or not done by him while serving in any such capacity, the Company shall indemnify the Indemnitee against any judgements and amounts paid in settlement of any such proceeding and all expenses actually and reasonably incurred by such Indemnitee in connection with the investigation, defense, settlement, or appeal of such proceeding unless Kell▇ ▇▇▇aged in material, willful misconduct of a culpable nature in the performance of his duties to the Company and could not reasonably have believed such misconduct to have been not opposed to the Company's best interests; provided that the Company shall not be required to indemnify any Indemnitee against an accounting under Section 16(b) of the Securities Exchange Act of 1934 of profits made from the purchase or sale by the Indemnitee of securities.
Direct and Derivative Actions. If an Indemnitee was or is a party or is threatened to be made a party to any proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that Aron▇▇ ▇▇ or was a director or officer of the Company or a Subsidiary, or by reason of anything done or not done by him while serving in any such capacity, the Company shall indemnify the Indemnitee against any judgements and amounts paid in settlement of any such proceeding and all expenses actually and reasonably incurred by such Indemnitee in connection with the investigation, defense, settlement, or appeal of such proceeding