Determination that Indemnification is Proper definition

Determination that Indemnification is Proper. Any indemnification of a present or former director or officer of the Company or of another entity under Section 8.01 hereof (unless ordered by a court) shall be made by the Company unless a determination is made that indemnification of the present or former director or officer is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 8.01. Any indemnification of a present or former employee or agent of the Company or of another entity under Section 8.02 hereof (unless ordered by a court) may be made by the Company unless a determination is made that indemnification of the present or former employee or agent is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 8.02. Any such determination shall be made, with respect to a person who is a Director or Officer of the Company at the time of such determination, (1) by a majority vote of the Directors of the Company who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such Directors designated by majority vote of such Directors, even though less than a quorum, or (3) if there are no such Directors, or if such Directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful.

Examples of Determination that Indemnification is Proper in a sentence

  • Determination that Indemnification is Proper Any indemnification under Section 1 of this article (unless otherwise ordered by a court of competent jurisdiction) shall be made by the company only as authorized in a specific case upon a determination that the applicable standard of conduct has been met.

  • Determination that Indemnification is Proper Any indemnification under Section 1 or 2 of this article (unless ordered by a court) shall be made by the Society only as authorized in the specific case upon a determination that indemnification of the person is proper in the circumstances because the person has met the applicable standard of conduct set forth in Section 1 or 2, whichever is applicable.

  • Willful misconduct.(c) Determination that Indemnification is Proper.

  • The total income earned during the year from the investments was Rs. 174.46 lakhs as compared to Rs. 237.82 lakhs.

  • Determination that Indemnification is Proper: Any indemnification under Sections 1 and 2 of this Article (unless ordered by the court) shall be made by the Society only as authorized in the specific case upon a determination that indemnification is proper under the circumstances because that person has met the applicable standard of conduct set forth in Sections 1 or 2 of this Article, whichever is applicable.

  • However, the closing prices gradually declined and reached HK$0.79 on 21 June 2011.

  • Determination that Indemnification is Proper: Any indemnification under Sections 1 or 2 of this Article (unless ordered by a court) shall be made by the corporation only upon a determination that indemnification of the person is proper in the circumstances because he has they have met the applicable standard of conduct set forth in said Sections 1 and 2.

  • Determination that Indemnification is Proper...................................................

  • A director who has been successful, on the merits or otherwise, in the defense of any proceeding referred to in Section 10.2.1, or in the defense of any claim, issue, or matter in the proceeding, shall be indemnified against reasonable expenses incurred by the director in connection with the proceeding, claim, issue, or matter in which the director has been successful.Section 10.2.5. Determination that Indemnification is Proper.

  • Abhaile is a new service to help homeowners find a resolution to home mortgage arrears.

Related to Determination that Indemnification is Proper

  • Indemnification Threshold has the meaning set forth in Section 11.5.

  • Indemnification Claim has the meaning set forth in Section 10.3.

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Related Indemnified Person of an Indemnitee means (a) any controlling person or controlled affiliate of such Indemnitee, (b) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled affiliates and (c) the respective agents of such Indemnitee or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such Indemnitee, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this definition shall pertain to a controlled affiliate or controlling person involved in the negotiation or syndication of the Facility.

  • Indemnified Matters has the meaning specified therefor in Section 12.15.

  • Indemnification Cap has the meaning set forth in Section 9.3(a).

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, the Debtors’ respective memoranda, articles or certificates of incorporation or formation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date, excluding any obligation to indemnify any of the foregoing parties with respect to any act or omission for or on behalf of the Debtors arising out of any act or omission determined by a Final Order to constitute actual fraud, willful misconduct, or gross negligence.

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Indemnification means an agreement of indemnity or a release from liability where the intent or effect is to shift or limit in any manner the potential liability of the person or firm for failure to adhere to applicable auditing or professional standards, whether or not resulting in part from knowing of other misrepresentations made by the insurer or its representatives.

  • Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors, as applicable.

  • Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.

  • Indemnity Payment shall have the meaning set forth in Section 4.4(a).

  • Indemnification Notice has the meaning set forth in Section 11.3(a).

  • Related Indemnitee Group has the meaning specified in Section 4.02(b) of the Participation Agreement.

  • Indemnified Liability means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.

  • Indemnified Claims shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard.

  • Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

  • Indemnity Claim has the meaning set forth in Section 8.3.

  • Indemnified Matter has the meaning specified in Section 11.4 (Indemnities).

  • Company Indemnified Persons has the meaning set forth in Section 5(a).

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.

  • D&O Indemnified Party has the meaning set forth in Section 5.8(a).

  • Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).