Lack of Good Faith. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement to indemnify the Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by the Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was frivolous or made in bad faith.
Appears in 5 contracts
Samples: Indemnity Agreement (Young Innovations Inc), Indemnity Agreement (ZAIS Group Holdings, Inc.), Indemnity Agreement (Sierracities Com Inc)
Lack of Good Faith. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement to indemnify the Indemnitee for any expenses Expenses incurred by the Indemnitee with respect to any proceeding Proceeding instituted by the Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding Proceeding was frivolous or made in bad faith.
Appears in 4 contracts
Samples: Indemnity Agreement (Coinmach Service Corp), Indemnity Agreement (Coinmach Service Corp), Indemnity Agreement (Coinmach Service Corp)
Lack of Good Faith. Any other provision herein to the contrary notwithstanding, the The Company shall not be obligated pursuant to the terms of this Agreement to indemnify the Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by the Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was frivolous or not made in bad faithgood faith or was frivolous.
Appears in 3 contracts
Samples: Indemnity Agreement (Bristow Group Inc), Indemnity Agreement (Bristow Group Inc), Exhibit 14 (Offshore Logistics Inc)
Lack of Good Faith. Any Notwithstanding any other provision herein to the contrary notwithstandingcontrary, the Company shall not be obligated pursuant to under the terms of this Agreement to indemnify the Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by the Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was frivolous or made in bad faith.
Appears in 3 contracts
Samples: Performance Stock Unit Award Agreement (Ormat Technologies, Inc.), Indemnification Agreement (Ormat Technologies, Inc.), Indemnification Agreement (Ormat Technologies, Inc.)
Lack of Good Faith. Any other provision herein to the contrary notwithstanding, the The Company shall not be obligated pursuant to the terms of this Agreement to indemnify the Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by the Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was frivolous or not made in bad faith.good faith or was frivolous;
Appears in 2 contracts
Samples: Indemnification Agreement (Work International Corp), Indemnification Agreement (Silverleaf Resorts Inc)
Lack of Good Faith. Any other provision herein to the contrary notwithstanding, the The Company shall not be obligated pursuant to the terms of this Agreement to indemnify the Indemnitee for any expenses Expenses incurred by the Indemnitee with respect to any proceeding Proceeding instituted by the Indemnitee to enforce or interpret this Agreement, Agreement if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding Proceeding was frivolous or not made in bad faithgood faith or was frivolous.
Appears in 2 contracts
Samples: Employment Agreement (St John Knits International Inc), Indemnification Agreement (St John Trademarks Inc)
Lack of Good Faith. Any other provision herein to the contrary ------------------ notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement to indemnify the Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by the Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was frivolous or made in bad faith.
Appears in 1 contract
Lack of Good Faith. Any other provision herein to the contrary notwithstanding, the The Company shall not be obligated pursuant to the terms of this Agreement to ------------------ indemnify the Indemnitee for any expenses Expenses incurred by the Indemnitee with respect to any proceeding Proceeding instituted by the Indemnitee to enforce or interpret this Agreement, Agreement if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding Proceeding was frivolous or not made in bad faithgood faith or was frivolous.
Appears in 1 contract
Samples: Indemnification Agreement (St John Knits International Inc)
Lack of Good Faith. Any other provision herein to the contrary notwithstanding, the The Company shall not be obligated pursuant to the terms of this Agreement to indemnify the Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by the Indemnitee to enforce or interpret this Agreement, Agreement if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was frivolous or not made in bad faithgood faith or was frivolous.
Appears in 1 contract
