Common use of Third Party Actions Clause in Contracts

Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Company) by reason of the fact that he is or was an agent of the Company, or by reason of anything done or not done by him in any such capacity, against any and all expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such proceeding 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 Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; and

Appears in 37 contracts

Sources: Indemnification Agreement (Bannix Acquisition Corp.), Indemnification Agreement (Gopher Protocol Inc.), Indemnification Agreement (Gopher Protocol Inc.)

Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Company) by reason of the fact that he is or was an agent of the Company, or by reason of anything done or not done by him in any such capacity, against any and all expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties penalties, and amounts paid in settlement) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such proceeding if he acted in good faith and in a manner he reasonably believed to be in, in or not opposed to, to the best interests of the Company Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; and

Appears in 23 contracts

Sources: Employment Agreement (Symantec Corp), Employment Agreement (Symantec Corp), Employment Agreement (Symantec Corp)

Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Company) by reason of the fact that he is or at any time was an agent of the Company, or by reason of anything done or not done by him in any such capacity, against any and all expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such proceeding 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 Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; and

Appears in 10 contracts

Sources: Indemnification & Liability (Cape Coastal Trading Corp), Indemnification Agreement (Ethanex Energy, Inc.), Indemnification Agreement (Foothills Resources Inc)

Third Party Actions. If the Indemnitee is a person who was or is a ------------------- party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Company) by reason of the fact that he is or was an agent of the Company, or by reason of anything done or not done by him in any such capacity, against any and all expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such proceeding 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 Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; and

Appears in 5 contracts

Sources: Indemnity Agreement (Ebay Inc), Indemnity Agreement (Dovebid Inc), Indemnity Agreement (Dovebid Inc)

Third Party Actions. If the Indemnitee is a person who was or is ------------------- a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Company) by reason of the fact that he is or was an agent of the Company, or by reason of anything done or not done by him in any such capacity, against any and all expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such proceeding 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 Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; and

Appears in 4 contracts

Sources: Indemnity Agreement (Oni Systems Corp), Indemnification Agreement (Tsi International Software LTD), Indemnification Agreement (Hiway Technologies Inc)

Third Party Actions. If the Indemnitee is a person who was or is a party to, or witness in, or is threatened to be made a party to to, or witness in, any proceeding Proceeding (other than an action by or in the right of the Company, which actions are addressed in Section 3(b) below) by reason of the fact that he or she is or was an agent Agent of the Company, or by reason of anything done or not done by him the Indemnitee in any such capacity, against any and all expenses Expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) Other Liabilities actually and reasonably incurred by him the Indemnitee in connection with the investigation, defense, settlement or appeal of such proceeding Proceeding if he or she acted in good faith and in a manner he reasonably believed to be in, in or not opposed to, to the best interests of the Company Company, and, with respect to any criminal action or proceedingProceeding, had no reasonable cause to believe his or her conduct was unlawful; and

Appears in 4 contracts

Sources: Indemnification Agreement (Collegiate Pacific Inc), Indemnification Agreement (Collegiate Pacific Inc), Indemnification Agreement (Sport Supply Group, Inc.)

Third Party Actions. If the Indemnitee is a person who was or is ------------------- a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Company) by reason of the fact that he is or was an agent of the Company, or by reason of anything done or not done by him in any such capacity, against any and all expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties penalties, and amounts paid in settlement) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such proceeding if he acted in good faith and in a manner he reasonably believed to be in, in or not opposed to, to the best interests of the Company Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; and

Appears in 3 contracts

Sources: Indemnification & Liability (Interwoven Inc), Indemnity Agreement (Autoweb Com Inc), Indemnification Agreement (Snowball Com Inc)

Third Party Actions. If the Indemnitee is a person who was or is a ------------------- party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Company) by reason of the fact that he is or at any time was an agent of the Company, or by reason of anything done or not done by him in any such capacity, against any and all expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such proceeding 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 Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; and

Appears in 3 contracts

Sources: Employment Agreement (Homestore Com Inc), Employment Agreement (Homestore Com Inc), Employment Agreement (Homestore Com Inc)

Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Company) by reason of the fact that he is or was an agent of the Company, or by reason of anything done or not done by him in any such capacity, against any and all expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties penalties, and amounts paid in settlement) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such proceeding if he acted in good faith and in a manner he reasonably believed to be in, in or not opposed to, to the best interests of the Company Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; and

Appears in 2 contracts

Sources: Indemnity Agreement (Phoenix Technologies LTD), Indemnity Agreement (Phoenix Technologies LTD)

Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding Proceeding (other than an action by or in the right of the Company) by reason of the fact that he is or was an agent Agent of the Company, or by reason of anything done or not done by him in any such capacity, against any and all expenses Expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such proceeding Proceeding 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 Company and, with respect to any criminal action or proceedingProceeding, had no reasonable cause to believe his conduct was unlawful; and

Appears in 2 contracts

Sources: Indemnity Agreement (Evans & Sutherland Computer Corp), Indemnity Agreement (Zagg INC)

Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Company) by reason of the fact that he is or at any time was an agent of the Company, or by reason of anything done or not done by him in any such capacity, against any and all expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such proceeding 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 Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; and;

Appears in 2 contracts

Sources: Indemnification Agreement (GoFish Corp.), Indemnification Agreement (Kreido Biofuels, Inc.)

Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Company) by reason of the fact that he is or was an agent of the Company, or by reason of anything done or not done by him in any such capacity, against any and all expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such proceeding 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 Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; and.

Appears in 2 contracts

Sources: Indemnification Agreement (Mascoma Corp), Indemnity Agreement (Transmeta Corp)

Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Company) by reason of the fact that he is or was an agent officer or director of the Company, or by reason of anything done or not done by him in any such capacity, against any and all expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such proceeding 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 Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; and

Appears in 2 contracts

Sources: Indemnity Agreement (Selectis Health, Inc.), Indemnity Agreement (Sona Mobile Holdings Corp)

Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Company) by reason of the fact that he is or was an agent of the Company, or by reason of anything done or not done by him in any such capacity, against any and all expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such proceeding 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 Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; and

Appears in 2 contracts

Sources: Indemnification Agreement (North Bay Bancorp/Ca), Indemnity Agreement (North Bay Bancorp/Ca)

Third Party Actions. If the Indemnitee is a person who was or ------------------- is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Company) by reason of the fact that he is or was an agent of the Company, or by reason of anything done or not done by him in any such capacity, against any and all expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such proceeding 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 Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; and

Appears in 2 contracts

Sources: Indemnification Agreement (Tsi International Software LTD), Indemnification Agreement (Onsale Inc)

Third Party Actions. If the Indemnitee is a person who was or is ------------------- a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Company) by reason of the fact that he is or was an agent of the Company, or by reason of anything done or not done by him in any such capacity, against any and all expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such proceeding 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 Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; and.

Appears in 1 contract

Sources: Indemnity Agreement (Alladvantage Com Inc)

Third Party Actions. If the Indemnitee is a person who was or is a ------------------- party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Company) by reason of the fact that he is or was an agent of the Company, or by reason of anything done or not done by him in any such capacity, against any and all expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties penalties, and amounts paid in settlement) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such proceeding if he acted in good faith and in a manner he reasonably believed to be in, in or not opposed to, to the best interests of the Company Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; and

Appears in 1 contract

Sources: Indemnification & Liability (Vitalstate Inc)

Third Party Actions. If the Indemnitee lndemnitee is a person who was or is a party or is threatened to be made a party to any proceeding Proceeding (other than an action by or in the right of the Company) by reason of the fact that he is or was an agent of the Company, or by reason of anything done or not done by him in any such capacity, against any and all expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such proceeding Proceeding 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 Company and, with respect to any criminal action or proceedingProceeding, had no reasonable cause to believe his conduct was unlawful; and

Appears in 1 contract

Sources: Indemnification Agreement (Iec Electronics Corp)

Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding (other than an action a proceeding by or in the right of the Company) by reason of the fact that he is or was an agent of the Company, or by reason of anything done or not done by him in any such capacity, against any and all expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such proceeding 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 Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; and

Appears in 1 contract

Sources: Indemnification Agreement (Luca Technologies Inc)

Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Company) by reason of the fact that he is or was an agent of the Company, or by reason of anything done or not done by him in any such capacity, against any and all expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such proceeding if he acted in good faith and in a manner he be reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; and

Appears in 1 contract

Sources: Indemnification Agreement (Planet Payment Inc)

Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Company) by reason of the fact that he such person is or was an agent of the Company, or by reason of anything done or not done by him such person in any such capacity, against any and all expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred by him such persons in connection with the investigation, defense, settlement or appeal of such proceeding if he such person acted in good faith and in a manner he such person reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his such person's conduct was unlawful; and;

Appears in 1 contract

Sources: Indemnity Agreement (Ebay Inc)

Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Company) by reason of the fact that he is or was an agent of the Company, or by reason of anything done or not done by him in any such capacity, (a) against any and all expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such proceeding 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 Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; and

Appears in 1 contract

Sources: Indemnity Agreement (Commvault Systems Inc)