Common use of Rights to Indemnification Clause in Contracts

Rights to Indemnification. Subject to the limitations in Section 7, if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be, made a party to any Proceeding, the Company shall indemnify Indemnitee against all judgments, penalties, fines and amounts paid in settlement and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any such Proceeding unless it is established by clear and convincing evidence that (i) the act or omission of Indemnitee was material to the matter giving rise to the Proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty, (ii) Indemnitee actually received an improper personal benefit in money, property or services or (iii) in the case of any criminal Proceeding, Indemnitee had reasonable cause to believe that his or her conduct was unlawful.

Rights to Indemnification. Subject to the limitations in of Section 711 hereof, if, by reason of Indemnitee’s Corporate Status, Indemnitee was, is, or is threatened to bebe made, made a party to any Proceeding, the Company Indemnitee shall indemnify Indemnitee be indemnified against all judgments, penalties, fines and amounts paid in settlement and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any such Proceeding Proceeding, unless it is established by clear and convincing evidence that (ia) the act or omission of Indemnitee was material to the matter matter(s) giving rise to the Proceeding and (ai) was committed in bad faith or (bii) was the result of active and deliberate dishonesty, ; (iib) Indemnitee actually received an improper personal benefit in money, property or services services; or (iiic) in the case of any criminal Proceeding, Indemnitee had reasonable cause to believe that his the act or her conduct omission was unlawful.

Rights to Indemnification. Subject to the limitations in Section 7, if, by reason of Indemnitee’s his or her Corporate Status, Indemnitee is, or is threatened to be, made a party to any Proceeding, the Company Indemnitee shall indemnify Indemnitee be indemnified against all judgments, penalties, fines (including an excise tax assessed with respect to an employment benefit plan) and amounts paid in settlement and all Expenses actually and reasonably incurred by Indemnitee him or her or on Indemnitee’s his or her behalf in connection with any such Proceeding unless it is established by clear and convincing evidence that (i) the act or omission of Indemnitee was material to the matter giving rise to the Proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty, (ii) Indemnitee actually received an improper personal benefit in money, property or services services, or (iii) in the case of any criminal Proceeding, Indemnitee had reasonable cause to believe that his or her conduct was unlawful.

Rights to Indemnification. Subject to the limitations in Section 7, if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be, made a party to any Proceeding, the Company shall indemnify Indemnitee against all judgments, penalties, fines and amounts paid in settlement and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any such Proceeding unless it is established by clear and convincing evidence that (i) the an intentional act or omission of Indemnitee was material to the matter giving rise to the Proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty, (ii) Indemnitee actually received an improper personal benefit in money, property or services or (iii) in the case of any criminal Proceeding, Indemnitee had reasonable cause to believe that his or her conduct was unlawful.

Rights to Indemnification. Subject to the limitations in Section 7, if, by reason of Indemnitee’s 's Corporate Status, Indemnitee is, or is threatened to be, made a party to any Proceeding, the Company shall indemnify Indemnitee against all judgments, penalties, fines and amounts paid in settlement and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s 's behalf in connection with any such Proceeding unless it is established by clear and convincing evidence that (i) the act or omission of Indemnitee was material to the matter giving rise to the Proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty, (ii) Indemnitee actually received an improper personal benefit in money, property or services or (iii) in the case of any criminal Proceeding, Indemnitee had reasonable cause to believe that his or her conduct was unlawful.

Rights to Indemnification. Subject to the limitations in Section 7, if, by reason of Indemnitee’s his or her Corporate Status, Indemnitee is, or is threatened to be, made a party to or a witness in any threatened, pending, or completed Proceeding, the Company Indemnitee shall indemnify Indemnitee be indemnified against all judgments, penalties, fines and amounts paid in settlement and all Expenses actually and reasonably incurred by Indemnitee him or her or on Indemnitee’s his or her behalf in connection with any such Proceeding unless it is established by clear and convincing evidence that (i) the act or omission of Indemnitee was material to the matter giving rise to the Proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty, (ii) Indemnitee actually received an improper personal benefit in money, property or services services, or (iii) in the case of any criminal Proceeding, Indemnitee had reasonable cause to believe that his or her conduct was unlawful.

Rights to Indemnification. Subject to the limitations in Section 7, if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be, made a party to any Proceeding, the Company shall indemnify Indemnitee against all judgments, penalties, fines and amounts paid in settlement and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any such Proceeding unless it is established by clear and convincing evidence that (i) the act or omission of Indemnitee was material to the matter giving rise to the Proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty, (ii) Indemnitee actually received an improper personal benefit in money, property or services or (iii) in the case of any criminal Proceeding, Indemnitee had reasonable cause to believe that his or her conduct was unlawful.

Rights to Indemnification. Subject to the limitations in of Section 711 hereof, if, by reason of Indemnitee’s Corporate Status, Indemnitee was, is, or is threatened to bebe made, made a party to any Proceeding, the Company shall indemnify Indemnitee against all judgments, penalties, fines and amounts paid in settlement and all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any such Proceeding Proceeding, unless it is established by clear and convincing evidence that (ia) the act or omission of Indemnitee was material to the matter matter(s) giving rise to the Proceeding and (ai) was committed in bad faith or (bii) was the result of active and deliberate dishonesty, ; (iib) Indemnitee actually received an improper personal benefit in money, property or services services; or (iiic) in the case of any criminal Proceeding, Indemnitee had reasonable cause to believe that his the act or her conduct omission was unlawful.