Common use of Derivative Claims Clause in Contracts

Derivative Claims. To indemnify Indemnitee for Expenses actually and reasonably incurred by Indemnitee in connection with a Proceeding by or in the right of the Corporation if such Indemnitee has been adjudged to be liable to the Corporation unless (and only to the extent) that the Delaware 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 Expenses which the Delaware Court of Chancery or such other court shall deem proper.