Common use of Indemnification of Executive In Third Party Proceedings Clause in Contracts

Indemnification of Executive In Third Party Proceedings. The Company shall indemnify Executive, if Executive was or is a party, or is threatened to be made a party to any third party proceeding, by reason of the fact that Executive was or is an authorized representative of the Company, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Executive in connection with such third party proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal third party proceeding, had no reasonable cause to believe such conduct was unlawful. The termination of any third party proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that Executive did not act in good faith and in a manner which he reasonably believed to be in or not opposed to, the best interests of the Company, and, with respect to any criminal third party proceeding, had reasonable cause to believe that such conduct was unlawful.

Indemnification of Executive In Third Party Proceedings. The Company shall indemnify the Executive, if the Executive was or is a party, or is threatened to be made a party to any third party proceeding, by reason of the fact that the Executive was or is an authorized representative of the Company, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by the Executive in connection with such third party proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal third party proceeding, had no reasonable cause to believe such conduct was unlawful. The termination of any third party proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the Executive did not act in good faith and in a manner which he reasonably believed to be in or not opposed to, the best interests of the Company, and, with respect to any criminal third party proceeding, had reasonable cause to believe that such conduct was unlawful.