Indemnity in Proceedings by or in the Right of the Company Clause Example from Business Contracts

Indemnity in Proceedings by or in the Right of the Company. The Company shall indemnify and hold harmless Indemnitee in accordance with the provisions of this Section if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified and held harmless against all Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any c...laim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be, in the case of conduct in his official capacity with the Company, in the Company's best interests and in all other cases, not opposed to the Company's best interests. No indemnification for Expenses shall be made under this Section in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification and to be held harmless. View More