Applicable Standard of Conduct definition

Applicable Standard of Conduct means the standard established by Section 145(a)-(b) of the DGCL.
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Applicable Standard of Conduct means that the Trustee, Officer or employee seeking to be indemnified hereunder acted (or omitted to take action) in good faith for a purpose which he or she reasonably believed to be in the best interests of the Authority and, in criminal actions or proceedings, had reasonable cause to believe his or her action or inaction was lawful; and in no case shall any acts or omissions by the Trustee, Officer or employee which may be determined to constitute negligence, recklessness, or gross negligence be deemed violative of the applicable standard of conduct. Furthermore, the termination of any action or proceeding by judgment, settlement, conviction or upon plea of nolo contendere, or its equivalent, shall not in itself create a presumption that any such Trustee,
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Applicable Standard of Conduct means the standard of conduct that must be satisfied to permit indemnification under K.S.A. 17-6305(a) or (b), whichever is or would be applicable under the circumstances.
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Examples of Applicable Standard of Conduct in a sentence

  • The Applicable Standard of Conduct shall mean that there is not a Judgment or other final adjudication adverse to the Officer which has established that: (i) his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated; or (ii) he personally gained in fact a financial profit or other advantage to which he was not legally entitled.

  • Neither the Reviewing Party’s failure to have made a determination prior to the commencement of such action that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the Applicable Standard of Conduct nor an actual determination by Reviewing Party that Indemnitee did not meet the Applicable Standard of Conduct shall be a defense to the action or create a presumption that Indemnitee did not meet the Applicable Standard of Conduct.

  • Except as provided in the last paragraph of Section 2, each Company’s obligations under Section 2 shall be subject to the condition that the Reviewing Party shall have authorized such indemnification in the specific case by having determined that the indemnification is not precluded by circumstances described in Section 3 of this Agreement and Indemnitee is permitted to be indemnified under the Applicable Standard of Conduct.

  • It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking has been tendered to Holdings or AMCE, as applicable) that Indemnitee did not meet the Applicable Standard of Conduct, but the burden of proving such defense shall be on the Companies.

  • It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking has been tendered to the Company) that Indemnitee did not meet the Applicable Standard of Conduct, but the burden of proving such defense shall be on the Company.

  • Except as provided in Section 2(b) the Company’s obligations under Section 2(a) shall be subject to the condition that the Reviewing Party shall have authorized such indemnification in the specific case by having determined that the indemnification is not precluded by circumstances described in Section 3 of this Agreement and Indemnitee is permitted to be indemnified under the Applicable Standard of Conduct.


More Definitions of Applicable Standard of Conduct

Applicable Standard of Conduct means that the person seeking indemnification acted in good faith and in a manner such person reasonably believed to be in the best interests of the Association, and in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not actin good faith and in a manner which the person reasonably believed to be in the best interests of the Association or that the person had
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Applicable Standard of Conduct means the standard established by Section 145(a)-(b) of the DGCL or analogous Massachusetts Law.
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Applicable Standard of Conduct means the standard established by Section 145(a)-(b) of the DGCL. (c) "Board of Directors" shall mean the Board of Directors of the Company.
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Applicable Standard of Conduct means the standard of conduct that must be satisfied to permit indemnification under K.S.A. 17- 6305(a) or (b), whichever is or would be applicable under the circumstances.
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Related to Applicable Standard of Conduct

  • Applicable Standards means the requirements and guidelines of NERC, the Applicable Regional Entity, and the Control Area in which the Customer Facility is electrically located; the PJM Manuals; and Applicable Technical Requirements and Standards.

  • Sexually explicit conduct means actual or simulated:

  • Applicable requirement means all of the following as they apply to emission units in a source requiring an air quality operating permit (including requirements that have been promulgated or approved by the Department or the administrator through rule making at the time of issuance of the air quality operating permit, but have future-effective compliance dates, provided that such requirements apply to sources covered under the operating permit):

  • Standard of Care has the meaning set forth in Section 14.1.

  • Regulated Activity means any generation, treatment, storage, recycling, transportation, disposal or release of any Hazardous Substances.

  • Standards means the British or international standards, Authority's internal policies and procedures, Government codes of practice and guidance referred to in Framework Schedule 13 (Standards) together with any other specified policies or procedures identified in Framework Schedule 13 (Standards);

  • Abusive conduct means verbal, nonverbal, or physical conduct of a parent or student directed toward a school employee that, based on its severity, nature, and frequency of occurrence, a reasonable person would determine is intended to cause intimidation, humiliation, or unwarranted distress.