Standard for Indemnification. 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 that (a) the act or omission of Indemnitee was material to the matter giving rise to the Proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) Indemnitee actually received an improper personal benefit in money, property or services or (c) in the case of any criminal Proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.
Standard for Indemnification. The Indemnitee shall be entitled to the rights of indemnification provided in this Agreement, including Section 3 and this Section 4 and under applicable law, the Charter, the Bylaws, the Partnership Agreement, any other agreement, or a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors, or otherwise if, by reason of the Indemnitee's Corporate Status, the Indemnitee is, or is threatened to be, made a party to or a witness in any Proceeding. Notwithstanding the preceding sentence, the indemnification provided for in this Section 4 shall not cover any Indemnitee's personal tax liabilities (federal, state, foreign or other) resulting from such Indemnitee's Corporate Status as described in (iii) of the definition thereof. For the avoidance of doubt, the rights of indemnification provided in this Agreement in favor of the Indemnitee shall protect the acts performed by such Indemnitee (by reason of such Indemnitee's Corporate Status or by reason of being named as a person who is about to become a director) prior to or on the Effective Date, including acts performed, or omissions taking place, prior to the formation of the Company. Pursuant to this Section 4, the Indemnitee shall be indemnified hereunder, to the maximum extent permitted by Maryland law in effect from time to time (provided, however, that no change in Maryland law shall have the effect of reducing the benefits available to the Indemnitee hereunder based on Maryland law as in effect on the Effective Date), against all judgments, penalties, fines and amounts paid in settlement and all Expenses actually and reasonably incurred by him or on his behalf in connection with a Proceeding by reason of his Corporate Status unless it is established that (i) the act or omission of the Indemnitee was material to the matter giving rise to the Proceeding and (x) was committed in bad faith or (y) was the result of active and deliberate dishonesty, (ii) the Indemnitee actually received an improper personal benefit in money, property or services or (iii) in the case of any criminal Proceeding, the Indemnitee had reasonable cause to believe that his conduct was unlawful.
Standard for Indemnification. 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, defend and hold harmless Indemnitee against all judgments, penalties, fines and settlements and advance all Expenses actually incurred by Indemnitee or on Indemnitee’s behalf in connection with any such Proceeding, subject to the limitations and requirements set forth herein, including the Certain Limits on Indemnification as set forth in Section 5 of this Agreement.
Standard for Indemnification. The Company will indemnify a Person who was, is, or is threatened to be made a named defendant or respondent in a Proceeding, by reason of the fact that such Person was acting as a director or officer of the Company, against expenses (including reasonable costs, disbursements and attorneys’ fees), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by the Person in connection with the defense or settlement of such Proceeding only if it is determined in accordance with Section 6 that the Person conducted himself or herself in Good Faith.
Standard for Indemnification. The Partnership shall indemnify, and upon request shall advance expenses prior to final disposition of a Proceeding (as defined in Section 7.5 below) to any person (or the estate or personal representative of any person) including, without limitation, the Partner who was or is a Party (as defined in Section 7.5 below) to or is threatened to be made a Party to, any Proceeding, whether or not by or in the right of the Partnership, by reason of the fact that such person is or was a Partner or an officer, employee, or agent of the Partnership, or its Partners or is or was serving at the request of the Partnership as a manager, officer, director, partner, trustee, employee, or agent of another limited liability company, corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against any Liability (as defined in Section 7.5 below): (a) to the full extent permitted by this Article VII, and (b) despite the fact that such person has not met the standard of conduct set forth in Section 7.6 or would be disqualified for indemnification under this Article VII, if a determination is made by the General Partner that (a) such person is fairly and reasonably entitled to indemnification in view of all of the relevant circumstances, and (b) the acts or omissions of such person did not constitute gross negligence or willful misconduct. The Partnership may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any Liability which may be asserted against him or her.
Standard for Indemnification. Any person described in Section 6.1 may be indemnified by the corporation if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe her conduct was unlawful.
Standard for Indemnification. Indemnity pursuant to Section 3 hereof shall be paid by the Company, unless:
Standard for Indemnification. Subject to the limitations in Section 4.4, if, by reason of the Indemnitee’s Corporate Status, the Indemnitee is, or is threatened to be, made a party to any Proceeding, the Indemnitee shall be indemnified, to the full extent permitted by Maryland law, against all Liabilities and all Expenses actually and reasonably incurred by him or on his behalf in connection with any such Proceeding, including, without limitation, in connection with or arising out of any Proceeding based on any alleged breach of duty, neglect, error, misstatement, misleading statement, omission or act of the Indemnitee in his capacity as a trustee or officer of the Trust.
Standard for Indemnification. The Company shall indemnify any Person (or the estate or personal representative of any Person) who is or was a Party to, or is threatened to be made a Party to, any threatened, pending or completed Proceeding, by reason of the fact that such Person is or was a Director, Officer, employee or agent of the Company, or is or was serving at the request of the Company as a governor, manager, director, officer, partner, trustee, employee or agent of another limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any Liability if such Person (a) acted in good faith, (b) reasonably believed that the conduct was in, or not opposed to, the best interests of the Company or the other enterprise, and (c) in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful. The termination of a Proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent does not, of itself, establish that the Person did not meet the criteria.
Standard for Indemnification. If, by reason of Directors’ status as a current or former director of the Company, Director is, or is threatened to be, made a party to any Proceeding, the Company shall indemnify Director against all judgments, penalties, fines and amounts paid in settlement and all Expenses actually and reasonably incurred by Director or on Director’s behalf in connection with any such Proceeding unless it is established that (a) the act or omission of Director was material to the matter giving rise to the Proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) Director actually received an improper personal benefit in money, property or services or (c) in the case of any criminal Proceeding, Director had reasonable cause to believe that Director’s conduct was unlawful.