Common use of Indemnification of Executive in Corporate Proceedings Clause in Contracts

Indemnification of Executive in Corporate Proceedings. The Company shall indemnify Executive if he was or is a party or is threatened to be made a party to any corporate proceeding, by reason of the fact that he was or is an authorized representative of the Company, against expenses actually and reasonably incurred by him in connection with the defense or settlement of such corporate proceeding, if he acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Company; except that no indemnification shall be made in respect of any claim, issue or matter as to which the Executive shall have been adjudged to be liable to the Company unless and only to the extent that a court of competent jurisdiction or the court in which such corporate proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Executive is fairly and reasonably entitled to indemnity for such expenses which a court of competent jurisdiction shall deem proper.