Common use of Indemnity in Proceedings by or in the Right of the Corporation Clause in Contracts

Indemnity in Proceedings by or in the Right of the Corporation. (a) In the event the Corporation has purchased and has in effect policies of Directors' and Officers' liability insurance at the time of request by Indemnitee for indemnification thereunder, the Corporation shall, subject to the provisions of Paragraph 4(c), indemnify Indemnitee as follows: if Indemnitee is a party to or threatened to be made a party to any Proceeding by or in the right of the Corporation by reason of the fact that Indemnitee is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against all Expenses actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation.

Appears in 2 contracts

Samples: Indemnity Agreement (Zurn Industries Inc), Indemnity Agreement (Zurn Industries Inc)

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Indemnity in Proceedings by or in the Right of the Corporation. (a) In the event the Corporation has purchased and has in effect policies of Directors' and Officers' liability insurance at the time of request by Indemnitee for indemnification thereunder, the Corporation shall, subject to the provisions of Paragraph 4(c), indemnify Indemnitee as follows: if Indemnitee is a party to or threatened to be made a party to any Proceeding by or in the right of the Corporation by reason of the fact that Indemnitee is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, -2- trust, or other enterprise, against all Expenses actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation.

Appears in 1 contract

Samples: Indemnity Agreement (Zurn Industries Inc)

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Indemnity in Proceedings by or in the Right of the Corporation. (a) In the event the Corporation has purchased and has in effect policies of Directors' and Officers' liability insurance at the time of request by Indemnitee for indemnification thereunder, the Corporation shall, subject to the provisions of Paragraph 4(c), indemnify Indemnitee as follows: if Indemnitee is a party to or threatened to be made a party to any Proceeding by or in the right of the Corporation by reason of the fact that Indemnitee is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against all Expenses actually and reasonably incurred by -2- Indemnitee in connection with the defense or settlement of such Proceeding, but only if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation.

Appears in 1 contract

Samples: Indemnity Agreement (Zurn Industries Inc)

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