Proceedings Other Than By or In the Right of the Company. If indemnification is requested under Section 3(a) and it has been finally adjudicated by a court of competent jurisdiction and established by clear and convincing evidence that, in connection with such specific claim, issue or matter, (i) the act or omission of Indemnitee was a material factor giving rise to the Proceeding relating to the claim, issue or matter and (A) was committed in bad faith or (B) was the result of active and deliberate dishonesty or Disabling Conduct, (ii) Indemnitee actually received an improper personal benefit in money, property or services or (iii) in the case of any criminal Proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful, Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder to the extent that they arise out of such claim, issue or matter.
Appears in 2 contracts
Sources: Indemnification Agreement (Corporate Capital Trust, Inc.), Indemnification Agreement (Corporate Capital Trust, Inc.)