Common use of Actions where Indemnitee is Deceased Clause in Contracts

Actions where Indemnitee is Deceased. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding by reason of the fact that the Indemnitee is or was an Agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, the Company shall indemnify the Indemnitee against any and all Expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) actually and reasonably incurred by or for the Indemnitee in connection with the investigation, defense, settlement or appeal of such proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, prior to, during the pendency or after completion of such proceeding Indemnitee is deceased, except that in a proceeding by or in the right of the Company no indemnification shall be due under the provisions of this subsection in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the Company, by a court of competent jurisdiction, due to willful misconduct of a culpable nature in the performance of his duty to the Company, unless and only to the extent that the court in which such proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the court shall deem proper.

Actions where Indemnitee is Deceased. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding by reason of the fact that the Indemnitee he or she is or was an Agent agent of the Company, or by reason of anything done or not done by the Indemnitee him or her in any such capacity, the Company shall indemnify the Indemnitee against any and all Expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA ▇▇▇▇▇ excise taxes and or penalties, and amounts paid in settlement) actually and reasonably incurred by him or for the Indemnitee her in connection with the investigation, defense, settlement or appeal of such proceeding Proceeding if the Indemnitee he or she acted in good faith and in a manner the Indemnitee he or she reasonably believed to be in or not opposed to the best interests of the Company, and, and prior to, during the pendency or after completion of such proceeding Proceeding the Indemnitee is deceased, except that in a proceeding Proceeding by or in the right of the Company no indemnification shall be due under the provisions of this subsection in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the CompanyCompany after the time for an appeal has expired, by a court of competent jurisdiction, jurisdiction due to willful misconduct of a culpable nature in the performance of his or her duty to the Company, unless and only to the extent that the court in which such proceeding Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the Court of Chancery or such other court shall deem proper.; and

Actions where Indemnitee is Deceased. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding proceeding by reason of the fact that the Indemnitee he/she is or was an Agent agent of the Company, or by reason of anything done or not done by the Indemnitee him/her in any such capacity, and, if prior to, during the pendency or after completion of such proceeding Indemnitee becomes deceased, the Company shall indemnify the Indemnitee Indemnitee’s heirs, executors and administrators against any and all Expenses expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) actually and reasonably incurred by or for the Indemnitee him/her in connection with the investigation, defense, settlement or appeal of such proceeding if the Indemnitee he/she acted in good faith and in a manner the Indemnitee he/she reasonably believed to be in or not opposed to the best interests of the Company, and, prior to, during the pendency or after completion of such proceeding Indemnitee is deceased, except that in a proceeding by or in the right of the Company no indemnification shall be due under the provisions of this subsection in respect of any claim, claim issue or matter as to which such person shall have been finally adjudged to be liable to the Company, by a court of competent jurisdiction, due to willful misconduct of a culpable nature in the performance of his duty to the Company, unless and only to the extent that the Court of Chancery or the court in which such proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the Court of Chancery or such other court shall deem proper.; and

Actions where Indemnitee is Deceased. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding proceeding by reason of the fact that the Indemnitee he or she is or was or has agreed to serve at the request of the Company as an Agent agent of the Company, or by reason of anything done or not done by the Indemnitee him or her in any such capacity, the Company shall indemnify the Indemnitee against any and all Expenses expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) actually and reasonably incurred by him or for the Indemnitee her in connection with the investigation, defense, settlement or appeal of such proceeding if the Indemnitee he or she acted in good faith and in a manner the Indemnitee he or she reasonably believed to be in or not opposed to the best interests of the Company, and, and prior to, during the pendency or after completion of such proceeding the Indemnitee is deceased, except that in a proceeding by or in the right of the Company no indemnification shall be due under the provisions of this subsection in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the CompanyCompany after the time for an appeal has expired, by a court of competent jurisdiction, jurisdiction due to willful misconduct of a culpable nature in the performance of his or her duty to the Company, unless and only to the extent that the Court of Chancery or the court in which such proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the Court of Chancery or such other court shall deem proper.;

Actions where Indemnitee is Deceased. If the Indemnitee is a person who was or Indemnitee’s estate is a party or is threatened to be made a party to any Proceeding proceeding by reason of the fact that the Indemnitee he or she is or was an Agent of the CompanyAgent, or by reason of anything done or not done by the Indemnitee in any such capacity, the Company shall indemnify the Indemnitee Indemnitee’s estate from against any and all Expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) actually and reasonably incurred by or for the Indemnitee in connection with the investigation, defense, settlement or appeal of such proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, and prior to, during the pendency or after completion of such proceeding Indemnitee is deceased, except that in a proceeding Proceeding by or in the right of the Company Company, no indemnification shall be due under the provisions of this subsection in respect of any claimProceeding after the time for an appeal has expired, issue or matter for any judgment, by a court of competent jurisdiction, as to which such person the Indemnitee shall have been finally adjudged to be liable to the Company, by a court of competent jurisdiction, Company due to willful misconduct of a culpable nature in the performance of his the Indemnitee’s duty to the Company,, unless and only to the extent that the court in which such proceeding Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which the court shall deem proper.; and

Actions where Indemnitee is Deceased. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding proceeding by reason of the fact that the Indemnitee he/she is or was an Agent agent of the Company, or by reason of anything done or not done by the Indemnitee him/her in any such capacity, and, if prior to, during the pendency or after completion of such proceeding Indemnitee becomes deceased, the Company shall indemnify the Indemnitee Indemnitee's heirs, executors and administrators against any and all Expenses expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) actually and reasonably incurred by or for the Indemnitee him/her in connection with the investigation, defense, settlement or appeal of such proceeding if the Indemnitee he/she acted in good faith and in a manner the Indemnitee he/she reasonably believed to be in or not opposed to the best interests of the Company, and, prior to, during the pendency or after completion of such proceeding Indemnitee is deceased, except that in a proceeding by or in the right of the Company no indemnification shall be due under the provisions of this subsection in respect of any claim, claim issue or matter as to which such person shall have been finally adjudged to be liable to the Company, by a court of competent jurisdiction, due to willful misconduct of a culpable nature in the performance of his duty to the Company, unless and only to the extent that the Court of Chancery or the court in which such proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the Court of Chancery or such other court shall deem proper.; and

Actions where Indemnitee is Deceased. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding proceeding by reason of the fact that the Indemnitee such person is or was an Agent agent of the Company, or by reason of anything done or not done by the Indemnitee such person in any such capacity, the Company shall indemnify the Indemnitee against any and all Expenses expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) actually and reasonably incurred by or for the Indemnitee such person in connection with the investigation, defense, settlement or appeal of such proceeding if the Indemnitee such person acted in good faith and in a manner the Indemnitee such person reasonably believed to be in or not opposed to the best interests of the Company, and, and prior to, during the pendency of or after completion of such proceeding the Indemnitee is deceased, except that in a proceeding by or in the right of the Company no indemnification shall be due under the provisions of this subsection in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the CompanyCompany after the time for an appeal has expired, by a court of competent jurisdiction, jurisdiction due to willful misconduct of a culpable nature in the performance of his such person's duty to the Company, unless and only to the extent that the Court of Chancery or the court in which such proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the Court of Chancery or such other court shall deem proper.; and

Actions where Indemnitee is Deceased. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding by reason of the fact that the Indemnitee is or was an Agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, the Company shall indemnify the Indemnitee against any and all Expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) actually and reasonably incurred by or for the Indemnitee in connection with the investigation, defense, settlement or appeal of such proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, prior to, during the pendency or after completion of such proceeding Indemnitee is deceased, except that in a proceeding by or in the right of the Company no indemnification shall be due under the provisions of this subsection in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the Company, by a court of competent jurisdiction, due to willful misconduct of a culpable nature in the performance of his duty to the Company, unless and only to the extent that the court in which such proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the court shall deem proper.upon

Actions where Indemnitee is Deceased. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding proceeding by reason of the fact that the Indemnitee he or she is or was an Agent agent of the Company, or by reason of anything done or not done by the Indemnitee him or her in any such capacity, the Company shall indemnify the Indemnitee against any and all Expenses expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) actually and reasonably incurred by him or for the Indemnitee her in connection with the investigation, defense, settlement or appeal of such proceeding if the Indemnitee he or she acted in good faith and in a manner the Indemnitee he or she reasonably believed to be in or not opposed to the best interests of the Company, and, and prior to, during the pendency or after completion of such proceeding the Indemnitee is deceased, except that in a proceeding by or in the right of the Company no indemnification shall be due under the provisions of this subsection in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the CompanyCompany after the time for an appeal has expired, by a court of competent jurisdiction, jurisdiction due to willful misconduct of a culpable nature in the performance of his or her duty to the Company, unless and only to the extent that the court in which such proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the court shall deem proper.; and

Actions where Indemnitee is Deceased. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding by reason of the fact that the Indemnitee is or was an Agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, the Company shall indemnify the Indemnitee against any and all Expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) actually and reasonably incurred by or for the Indemnitee in connection with the investigation, defense, settlement or appeal of such proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, prior to, during the pendency or after completion of such proceeding Indemnitee is deceased, except that in a proceeding by or in the right of the Company no indemnification shall be due under the provisions of this subsection in respect of any claim, issue or matter as to which winch such person shall have been finally adjudged to be liable to the Company, by a court of competent jurisdiction, due to willful misconduct of a culpable nature in the performance of his duty to the Company, unless and only to the extent that the court in which such proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the court shall deem proper.