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

Proceedings Other Than Proceedings by or in the Right of the Corporation. Indemnitee shall be entitled to the rights of indemnification provided in this Section if, by reason of his Corporate Status, he was or is threatened to be made, a party to any threatened, pending or completed Proceeding, other than a Proceeding by or in the right of the Corporation. Pursuant to this Section, Indemnitee shall be indemnified against Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with any such Proceeding or any claim, issue or matter therein, 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 Corporation, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

Appears in 10 contracts

Samples: Indemnification Agreement (Chicken Soup for the Soul Entertainment, Inc.), Indemnification Agreement (PAVmed Inc.), Indemnification Agreement (Long Island Iced Tea Corp.)

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Proceedings Other Than Proceedings by or in the Right of the Corporation. Indemnitee shall be entitled to the rights of indemnification provided in this Section 2(a) if, by reason of his or her Corporate Status, he was or she is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding, Proceeding other than a Proceeding by or in the right of the Corporation. Pursuant to this SectionSection 2(a), Indemnitee shall be indemnified against Expenses, judgments, penalties, fines all Expenses and amounts paid in settlement Losses actually and reasonably incurred by him or her or on his or her behalf in connection with any such Proceeding or any claim, issue or matter therein, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, Corporation and, with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Appears in 3 contracts

Samples: Indemnification Agreement (Genesis Group Holdings Inc), Indemnification Agreement (Genesis Group Holdings Inc), Indemnification Agreement (Apache Design Solutions Inc)

Proceedings Other Than Proceedings by or in the Right of the Corporation. Indemnitee shall be entitled to the rights of indemnification provided in this Section 2(a) if, by reason of his Corporate Status, he was is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding, Proceeding other than a Proceeding by or in the right of the Corporation. Pursuant to this SectionSection 2(a), Indemnitee shall be indemnified against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with any such Proceeding or any claim, issue or matter therein, 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 Corporation, Corporation and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

Appears in 2 contracts

Samples: Indemnification Agreement (Gold Resource Corp), Indemnification Agreement (Royal Gold Inc)

Proceedings Other Than Proceedings by or in the Right of the Corporation. Indemnitee shall be entitled to the rights of indemnification provided in this Section if, by reason of his Corporate Status, he was is, or is threatened to be made, a party to any threatened, pending pending, or completed Proceeding, other than a Proceeding by or in the right of the Corporation. Pursuant to this Section, Indemnitee shall be indemnified against Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with any such Proceeding or any claim, issue or matter therein, 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 Corporation, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

Appears in 2 contracts

Samples: Indemnification Agreement (Barnes Group Inc), Indemnification Agreement (Barnes Group Inc)

Proceedings Other Than Proceedings by or in the Right of the Corporation. Indemnitee shall be entitled to the rights of indemnification provided in this Section if, by reason of his Corporate Status, he or she is, was or is threatened to be made, a party to any threatened, pending or completed Proceeding, other than a Proceeding by or in the right of the Corporation. Pursuant to this Section, Indemnitee shall be indemnified against Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with any such Proceeding or any claim, issue or matter therein, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

Appears in 1 contract

Samples: Vital Living Inc

Proceedings Other Than Proceedings by or in the Right of the Corporation. Indemnitee shall be entitled to the rights of indemnification provided in this Section if, by reason of his Corporate Status, he is, was or is threatened to be made, a party to any threatened, pending or completed Proceeding, other than a Proceeding by or in the right of the Corporation. Pursuant to this Section, Indemnitee shall be indemnified against Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with any such Proceeding or any claim, issue or matter therein, 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 Corporation, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

Appears in 1 contract

Samples: Indemnification Agreement (American Community Newspapers Inc.)

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Proceedings Other Than Proceedings by or in the Right of the Corporation. Indemnitee shall be entitled to the rights of indemnification provided in this Section if, by reason of his Corporate Status, he was was, is, or is threatened to be made, a party to any threatened, pending pending, or completed Proceeding, other than a Proceeding by or in the right of the Corporation. Pursuant to this Section, Indemnitee shall be indemnified against Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with any such Proceeding or any claim, issue or matter therein, to the fullest extent permitted by law, 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 Corporation, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

Appears in 1 contract

Samples: Indemnification Agreement (Indevus Pharmaceuticals Inc)

Proceedings Other Than Proceedings by or in the Right of the Corporation. Indemnitee shall be entitled to the rights of indemnification provided in this Section 2(a) if, by reason of his Corporate Status, he was is, or is threatened to be made, a party to or participant or witness in any threatened, pending or completed Proceeding, Proceeding other than a Proceeding by or in the right of the Corporation. Pursuant to this SectionSection 2(a), Indemnitee shall be indemnified against Expenses, judgments, penalties, fines and amounts paid in settlement all Expenses actually and reasonably incurred by him or on his behalf in connection with any such Proceeding or any claim, issue or matter therein, 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 Corporation, Corporation and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

Appears in 1 contract

Samples: Indemnification Agreement (Royal Gold Inc)

Proceedings Other Than Proceedings by or in the Right of the Corporation. Indemnitee shall be entitled to the rights of indemnification provided in this Section if, by reason of his Corporate Status, he was is, or is threatened to be made, a party to any threatened, pending or completed Proceeding, other than a Proceeding by or in the right of the Corporation. Pursuant to this Section, Indemnitee shall be indemnified against Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with any such Proceeding or any claim, issue or matter therein, 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 Corporation, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

Appears in 1 contract

Samples: Indemnification Agreement (Progenics Pharmaceuticals Inc)

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