Common use of INDEMNIFICATION MANDATORY; STANDARD Clause in Contracts

INDEMNIFICATION MANDATORY; STANDARD. (a) Subject to the provisions of Section 4, a corporation shall indemnify a person made or threatened to be made a party to a proceeding by reason of the former or present official capacity of the person against judgments, penalties, fines, including without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements and reasonable expenses, including attorneys' fees and disbursements, incurred by the person in connection with the proceeding if, with respect to the acts or omissions of the person complained of in the proceeding, the person: (1) has not been indemnified by another organization or employee benefit plan for the same judgments, penalties, fines, including without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements and reasonable expenses, including attorneys' fees and disbursements incurred by the person in connection with the proceeding with respect to the same acts or omissions; (2) acted in good faith; (3) received no improper personal benefit and Section 302A.255, if applicable, has been satisfied; (4) in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and (5) in the case of acts or omissions occurring in the official capacity described in Section 1, paragraph (c), clause (1) or (2), reasonably believed that the conduct was in the best interests of the corporation, or in the case of acts or omissions occurring in the official capacity described in Section 1, paragraph (c), clause (3), reasonable believed that the conduct was not opposed to the best interests of the corporation. If the person's acts or omissions complained of in the proceeding relate to conduct as a director, officer, trustee, employee, or agent of an employee benefit plan, the conduct is not considered to be opposed to the best interests of the corporation if the person reasonably believed that the conduct was in the best interests of the participants or beneficiaries of the employee benefit plan. (b) The termination of a proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent does not, of itself, establish that the person did not meet the criteria set forth in this Section 2.

INDEMNIFICATION MANDATORY; STANDARD. (a) Subject to the provisions of Section 45, a corporation the Corporation shall indemnify a person made or threatened to be made a party to a proceeding Proceeding by reason of the former or present official capacity Official Capacity of the person against judgments, penalties, fines, including including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements and reasonable expenses, including attorneys' ’ fees and disbursements, incurred by the person in connection with the proceeding Proceeding, if, with respect to the acts or omissions of the person complained of in the proceedingProceeding, the person: (1) has not been indemnified by another organization or employee benefit plan for the same judgments, penalties, fines, including including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements settlements, and reasonable expenses, including attorneys' ’ fees and disbursements disbursements, incurred by the person in connection with the proceeding Proceeding with respect to the same acts or omissions; (2) acted in good faith; (3) received no improper personal benefit and Minnesota Statutes, Section 302A.255, if applicable, has been satisfied; (4) in the case of a criminal proceedingProceeding, had no reasonable cause to believe the conduct was unlawful; and (5) in the case of acts or omissions occurring in the official capacity Official Capacity described in Section 1, paragraph (c), clause (1) or (2), reasonably believed that the conduct was in the best interests of the corporationCorporation, or in the case of acts or omissions occurring in the official capacity Official Capacity described in Section 1, paragraph (c), clause (3), reasonable reasonably believed that the conduct was not opposed to the best interests of the corporationCorporation. If the person's ’s acts or omissions complained of in the proceeding Proceeding relate to conduct as a director, officer, trustee, employee, employee or agent of an employee benefit plan, the conduct is not considered to be opposed to the best interests of the corporation Corporation if the person reasonably believed that the conduct was in the best interests of the participants or beneficiaries of the employee benefit plan. (b) The termination of a proceeding Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent does not, of itself, establish that the person did not meet the criteria set forth in this Section 2.

INDEMNIFICATION MANDATORY; STANDARD. (a) Subject to the provisions of Section 4, a corporation shall indemnify a person made or threatened to be made a party to a proceeding by reason of the former or present official capacity of the person against judgments, penalties, fines, including without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements and reasonable expenses, including attorneys' ’ fees and disbursements, incurred by the person in connection with the proceeding if, with respect to the acts or omissions of the person complained of in the proceeding, the person: (1) has as not been indemnified by another organization or employee benefit plan for the same judgments, penalties, fines, including without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements and reasonable expenses, including attorneys' ’ fees and disbursements incurred by the person in connection with the proceeding with respect to the same acts or omissions; (2) acted in good faith; (3) received no improper personal benefit and Section 302A.255, if applicable, has been satisfied; (4) in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and (5) in the case of acts or omissions occurring in the official capacity described in Section 1, paragraph (c), clause (1( I ) or (2), reasonably believed that the conduct was in the best interests of the corporation, or in the case of acts or omissions occurring in the official capacity described in Section 1, paragraph (c), clause (3), reasonable believed that the conduct was not opposed to the best interests of the corporation. If the person's ’s acts or omissions complained of in the proceeding relate to conduct as a director, officer, trustee, employee, or agent of an employee benefit plan, the conduct is not considered to be opposed to the best interests of the corporation if the person reasonably believed that the conduct was in the best interests of the participants or beneficiaries of the employee benefit plan. (b) The termination of a proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent does not, of itself, establish that the person did not meet the criteria set forth in this Section 2.