Common use of Indemnification of Trustees and Others from Third-Party Actions Clause in Contracts

Indemnification of Trustees and Others from Third-Party Actions. CalTRUST shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of CalTRUST) by reason of the fact that such person is or was a Trustee, officer or employee of CalTRUST, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding, if it is determined that such person acted in good faith and reasonably believed: (i) in the case of conduct in his or her official capacity as a Trustee of CalTRUST, that his or her conduct was in CalTRUST’s best interests, (ii) in all other cases, that his or her conduct was at least not opposed to CalTRUST’s best interests, and (iii) in the case of a criminal proceeding, that he or she had no reasonable cause to believe the conduct of such person was unlawful. The termination of any 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 person did not act in good faith and in a manner that such person reasonably believed to be in the best interests of CalTRUST or that such person had reasonable cause to believe such person’s conduct was unlawful.

Indemnification of Trustees and Others from Third-Party Actions. CalTRUST shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of CalTRUST) by reason of the fact that such person is or was a Trustee, officer or employee of CalTRUST, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding, if it is determined that such person acted in good faith and reasonably believed: (i) in the case of conduct in his or her official capacity as a Trustee of CalTRUST, that his or her conduct was in CalTRUST▇▇▇▇▇▇▇▇’s best interests, (ii) in all other cases, that his or her conduct was at least not opposed to CalTRUST▇▇▇▇▇▇▇▇’s best interests, and (iii) in the case of a criminal proceeding, that he or she had no reasonable cause to believe the conduct of such person was unlawful. The termination of any 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 person did not act in good faith and in a manner that such person reasonably believed to be in the best interests of CalTRUST or that such person had reasonable cause to believe such person’s conduct was unlawful.

Indemnification of Trustees and Others from Third-Party Actions. CalTRUST ▇▇▇▇▇▇▇▇ shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of CalTRUST) by reason of the fact that such person is or was a Trustee, officer or employee of CalTRUST, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding, if it is determined that such person acted in good faith and reasonably believed: (i) in the case of conduct in his or her official capacity as a Trustee of CalTRUST, that his or her conduct was in CalTRUST▇▇▇▇▇▇▇▇’s best interests, (ii) in all other cases, that his or her conduct was at least not opposed to CalTRUST▇▇▇▇▇▇▇▇’s best interests, and (iii) in the case of a criminal proceeding, that he or she had no reasonable cause to believe the conduct of such person was unlawful. The termination of any 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 person did not act in good faith and in a manner that such person reasonably believed to be in the best interests of CalTRUST or that such person had reasonable cause to believe such person’s conduct was unlawful.