Standard of Conduct

Standard of Conduct. Means the standard for conduct by Indemnitee that is a condition precedent to indemnification of Indemnitee hereunder against Indemnifiable Losses relating to, arising out of or resulting from an Indemnifiable Claim. The Standard of Conduct is (i) good faith and a reasonable belief by Indemnitee that his action was in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, that Indemnitee had no reasonable cause to believe that his conduct was... unlawful, or (ii) any other applicable standard of conduct that may hereafter be substituted under Section 145(a) or (b) of the Delaware General Corporation Law or any successor to such provision(s). View More

Standard of Conduct. Conduct by an Indemnitee with respect to which a Claim is asserted that was in good faith and that Indemnitee reasonably believed to be in, or (in the case of conduct other than in an official capacity) not opposed to, the best interest of the Corporation, and, in the case of a Claim that is a criminal action or proceeding, conduct that the Indemnitee had no reasonable cause to believe was unlawful. The termination of any Claim by judgment, order, settlement or conviction, or upon a plea of... nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not meet the Standard of Conduct. View More

Standard of Conduct. Means that, to the full extent permitted by Indiana public policy, so long as the Indemnitee was acting in good faith in a manner he or she reasonably believed was not opposed to the best interests of the Company, he or she has met the applicable Standard of Conduct for purposes of this Agreement.

Standard of Conduct. Means the standard for conduct by Indemnitee that is a condition precedent to indemnification of Indemnitee hereunder against Indemnifiable Losses relating to, arising out of or resulting from an Indemnifiable Claim. The Standard of Conduct is (i) that Indemnitee acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, to the best interests of the other entity for which Indemnitee acted as director or officer (or in a similar capacity) at the... Corporation's request or deemed request, and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, Indemnitee had reasonable grounds for believing that his or her conduct was lawful. View More