Common use of Derivative Action Clause in Contracts

Derivative Action. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in the corporation’s favor by reason of the fact that such person is or was a director, trustee, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee or agent of any other corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation; provided, however, that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for gross negligence or willful misconduct in the performance of such person’s duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, by itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interest of the corporation.

Derivative Action. The corporation Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation Corporation to procure a judgment in the corporation’s Corporation's favor by reason of the fact that such person is or was a directorDirector, trusteeTrustee, officerOfficer, employee or agent of the corporationCorporation, or is or was serving at the request of the corporation Corporation as a directorDirector, trusteeTrustee, officerOfficer, employee or agent of any other another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ attorney's fees), judgments, fines ) and amounts amount paid in settlement actually and reasonably incurred by such person in connection with the defense or settlement of such action, action or suit or proceeding if such person acted in good faith and in a manner such person reasonably reasonable believed to be in or not opposed to the hest interests of the Corporation, and, with respect to amounts paid in settlement, the settlement of the suit or action was in the best interests of the corporation; Corporation, provided, however, that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for gross negligence or willful misconduct in the performance of such person’s 's duty to the corporation Corporation unless and only to the extent that that, the court in which such action or suit was brought shall determine upon application that, despite circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper. The termination of any action, action or suit by judgment or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, settlement shall not, by of itself, create a presumption that the person did not act in good faith and in a manner which the such person reasonably believed to be in or not opposed to the best interest interests of the corporationCorporation.