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

Proceedings By or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement if, by reason of Indemnitee's Corporate Status, Indemnitee was or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreement, subject to Section 26 hereof, Indemnitee shall be indemnified against amounts paid in settlement and Expenses actually and reasonably incurred by Indemnit...ee or on behalf of Indemnitee in connection with the defense or settlement of any such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification under this Section shall be made in respect of (i) a threatened or pending Proceeding which is settled or otherwise disposed of or (ii) any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company, unless and only to the extent that the court in which such Proceeding shall have been brought, was brought or is pending, shall determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems proper. View More