Common use of Action or Proceedings Other than an Action by or in the Right of the Company Clause in Contracts

Action or Proceedings Other than an Action by or in the Right of the Company. Except as limited by Section 3 above, the Indemnitee shall be entitled to the indemnification rights provided in this Section if the Indemnitee was or is a party or is threatened to be made a party to, or was or is otherwise involved in, any Proceeding (other than an action by or in the right of the Company) by reason of the Indemnitee’s Corporate Status, or by reason of anything done or not done by the Indemnitee in any such capacity. Pursuant to this Section, the Indemnitee shall be indemnified against all expense, liability, and loss (including judgments, fines, ERISA excise taxes or penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred by the Indemnitee, or on behalf of the Indemnitee, in connection with such Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Action or Proceedings Other than an Action by or in the Right of the Company. Except as limited by Section 3 2 above, the Indemnitee shall be entitled to the indemnification rights provided in this Section if the Indemnitee was or is a party or is threatened to be made a party to, or was or is otherwise involved in, to any Proceeding (other than an action by or in the right name of the Company) by reason of the Indemnitee’s Corporate Statusfact that Indemnitee is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent or fiduciary of any other entity (including, but not limited to, another corporation, partnership, joint venture or trust); or by reason of anything done or not done by the Indemnitee in any such capacity. Pursuant to this Section, the Indemnitee shall be indemnified against all expensecosts, liabilityjudgments, and loss (including judgmentspenalties, fines, ERISA excise taxes or penaltiesliabilities, amounts paid in settlement by or on behalf of the Indemnitee, and ExpensesExpenses (defined below) actually and reasonably incurred by the Indemnitee, or on behalf of the Indemnitee, Indemnitee in connection with such Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Action or Proceedings Other than an Action by or in the Right of the Company. Except as limited by Section 3 above, the Indemnitee shall be entitled to the indemnification rights provided in this Section if the Indemnitee was or is a party or is threatened to be made a party to, or was or is otherwise involved in, any Proceeding (other than an action by or in the right of the Company) by reason of the Indemnitee’s Corporate Status, or by reason of anything done or not done by the Indemnitee in any such capacity. Pursuant to this Section, the Indemnitee shall be indemnified against all expense, liability, liability and loss (including judgments, fines, ERISA excise taxes or penalties, amounts paid in settlement by or on behalf of the Indemnitee, Indemnitee and Expenses) actually and reasonably incurred by the Indemnitee, or on behalf of the Indemnitee, in connection with such Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Action or Proceedings Other than an Action by or in the Right of the Company. Except as limited by Section 3 2 above, the Indemnitee shall be entitled to the indemnification rights provided in this Section if the Indemnitee was or is a party or is threatened to be made a party to, or was or is otherwise involved in, to any Proceeding (other than an action by or in the right name of the Company) by reason of the Indemnitee’s Corporate Statusfact that Indemnitee is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent or fiduciary of any other entity (including, but not limited to, another corporation, partnership, joint venture or trust); or by reason of anything done or not done by the Indemnitee in any such capacity. Pursuant to this Section, the Indemnitee shall be indemnified against all expensecosts, liabilityjudgments, and loss (including judgmentspenalties, fines, ERISA excise taxes or penaltiesliabilities, amounts paid in settlement by or on behalf of the Indemnitee, and ExpensesExpenses (defined below) actually and reasonably incurred by the Indemnitee, or on behalf of the Indemnitee, Indemnitee in connection with such Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee he or she reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Action or Proceedings Other than an Action by or in the Right of the Company. Except as limited by Section 3 2 above, the Indemnitee shall be entitled to the indemnification rights provided in this Section if the Indemnitee was or is a party or is threatened to be made a party to, or was or is otherwise involved in, to any Proceeding (other than an action by or in the right name of the Company) by reason of the Indemnitee’s Corporate Statusfact that Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of any other entity (including, but not limited to, another corporation, partnership, joint venture or trust); or by reason of anything done or not done by the Indemnitee in any such capacity. Pursuant to this Section, the Indemnitee shall be indemnified against all expensecosts, liabilityjudgments, and loss (including judgmentspenalties, fines, ERISA excise taxes or penaltiesliabilities, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) , actually and reasonably incurred by the Indemnitee, or on behalf of the Indemnitee, Indemnitee in connection with such Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Action or Proceedings Other than an Action by or in the Right of the Company. Except as limited by Section 3 above, the Indemnitee shall be entitled to the indemnification rights provided in this Section if the Indemnitee was or is a party or is threatened to be made a party to, or was or is otherwise involved in, any Proceeding (other than an action by or in the right of the Company) ), or any claim, issue or matter therein, by reason of the Indemnitee’s Corporate Status, or by reason of anything done or not done by the Indemnitee in any such capacity. Pursuant to this Section, the Indemnitee shall be indemnified against all expense, liability, and loss (including judgments, fines, ERISA excise taxes or penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred by the Indemnitee, or on behalf of the Indemnitee, Indemnitee in connection with such ProceedingProceeding (including, but not limited to, the investigation, defense or appeal thereof), if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Action or Proceedings Other than an Action by or in the Right of the Company. Except as limited by Section 3 above, the Indemnitee shall be entitled to the indemnification rights provided in this Section if the Indemnitee was or is a party or is threatened to be made a party to, or was or is otherwise involved in, any Proceeding (other than an action by or in the right of the Company) by reason of the Indemnitee’s Corporate Statusfact that the Indemnitee is or was an officer, employee, agent or trustee of the Company or while an officer, employee, agent, or trustee of the Company, is or was serving at the request of the Company as an officer, employee, agent, or trustee of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan, or by reason of anything done or not done by the Indemnitee in any such capacity. Pursuant to this Section, the Indemnitee shall be indemnified against all expense, liability, and loss (including judgments, fines, ERISA excise taxes or penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred by the Indemnitee, or on behalf of the Indemnitee, Indemnitee in connection with such Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Action or Proceedings Other than an Action by or in the Right of the Company. Except as limited by Section 3 2 above, the Indemnitee shall be entitled to the indemnification rights provided in this Section 3 if the Indemnitee was or is a party or is threatened to be made a party to, or was or is otherwise involved in, to any Proceeding (defined below) (other than an action by or in the right of the Company) (a) by reason of the Indemnitee’s Corporate Statusfact that Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of any other entity (including, but not limited to, another corporation, partnership, joint venture, trust or employee benefit plan) or (b) by reason of anything done or not done by the Indemnitee in any such capacity. Pursuant to this SectionSection 3, the Indemnitee shall be indemnified against all expensecosts, liabilityjudgments, and loss (including judgmentspenalties, fines, ERISA excise taxes or penaltiesliabilities, amounts paid in settlement by or on behalf of the Indemnitee, and ExpensesExpenses (defined below) actually and reasonably incurred by the Indemnitee, or on behalf of the Indemnitee, Indemnitee in connection with such Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Action or Proceedings Other than an Action by or in the Right of the Company. Except as limited by Section 3 2 above, the Indemnitee shall be entitled to the indemnification rights provided in this Section if the Indemnitee was or is a party to, or is threatened to be made a party to, or is or was or is otherwise involved in, any Proceeding (other than an action by or in the right of the Company) by reason of the Indemnitee’s Corporate Statusfact that Indemnitee is or was a director or officer of the Company, or while a director or officer of the Company is or was serving at the request of the Company as a director, officer, employee, agent or trustee of another corporation (including, without limitation, any direct or indirect subsidiary of the Company), partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan; or by reason of anything done or not done by the Indemnitee in any such capacity. Pursuant to this Section, the Indemnitee shall be indemnified against all expense, liability, and loss Losses (including judgments, fines, ERISA excise taxes or penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expensesas defined below) actually and reasonably incurred by the Indemnitee, or on behalf of the Indemnitee, Indemnitee in connection with such Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Action or Proceedings Other than an Action by or in the Right of the Company. Except as limited by Section 3 above, the Indemnitee shall be entitled to the indemnification rights provided in this Section if the Indemnitee was or is a party or is threatened to be made a party to, or was or is otherwise involved in, any Proceeding (other than an action a Proceeding by or in the right of the Company) by reason of the Indemnitee’s Corporate Status, or by reason of anything done or not done by the Indemnitee Company to procure a judgment in any such capacityits favor). Pursuant to this Section, the Indemnitee shall be indemnified against all expense, liability, and loss (including judgments, fines, ERISA excise taxes or taxes, penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred by the Indemnitee, or on behalf of the Indemnitee, Indemnitee in connection with such Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Action or Proceedings Other than an Action by or in the Right of the Company. Except as limited by Section 3 2 above, the Indemnitee shall be entitled to the indemnification rights provided in this Section if the Indemnitee was or is a party or is threatened to be made a party to, or was or is otherwise involved in, to any Proceeding (other than an action by or in the right name of the Company) by reason of the Indemnitee’s Corporate Statusfact that Indemnitee is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent or fiduciary of any other entity (including, but not limited to, another corporation, partnership, joint venture, employee benefit plan or trust); or by reason of anything done or not done by the Indemnitee in any such capacity. Pursuant to this Section, the Indemnitee shall be indemnified against all expensecosts, liabilityjudgments, and loss (including judgmentspenalties, fines, ERISA excise taxes or penaltiesliabilities, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) Expenses actually and reasonably incurred by the Indemnitee, or on behalf of the Indemnitee, Indemnitee in connection with such Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Action or Proceedings Other than an Action by or in the Right of the Company. Except as limited by Section 3 2 above, the Indemnitee shall be entitled to the indemnification rights provided in this Section if the Indemnitee was or is a party or is threatened to be made a party to, or was or is otherwise involved in, to any Proceeding (other than an action by or in the right name of the Companycompany) by reason of the Indemnitee’s Corporate Statusfact that Indemnitee is or was a director, officer, employee or agent of the company, or is or was serving at the request of the company as a director, officer, employee or agent or fiduciary of any other entity (including, but not limited to, another corporation, partnership, joint venture or trust); or by reason of anything done or not done by the Indemnitee in any such capacity. Pursuant to this Section, the Indemnitee shall be indemnified against all expensecosts, liabilityjudgments, and loss (including judgmentspenalties, fines, ERISA excise taxes or penaltiesliabilities, amounts paid in settlement by or on behalf of the Indemnitee, and ExpensesExpenses (defined below) actually and reasonably incurred by the Indemnitee, or on behalf of the Indemnitee, Indemnitee in connection with such Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the Companycompany, and with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Action or Proceedings Other than an Action by or in the Right of the Company. Except as limited by Section 3 2 above, the Indemnitee shall be entitled to the indemnification rights provided in this Section 3 if the Indemnitee was or is a party or is threatened to be made a party to, or was or is otherwise involved in, to any Proceeding (other than an action by or in the right name of the Company) by reason of the Indemnitee’s Corporate Statusfact that Indemnitee is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent or fiduciary of any other entity (including, but not limited to, another corporation, partnership, joint venture or trust); or by reason of anything done or not done by the Indemnitee in any such capacity. Pursuant to this SectionSection 3, the Indemnitee shall be indemnified against all expensecosts, liabilityjudgments, and loss (including judgmentspenalties, fines, ERISA excise taxes or penaltiesliabilities, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) Expenses actually and reasonably incurred by the Indemnitee, or on behalf of the Indemnitee, Indemnitee in connection with such Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Action or Proceedings Other than an Action by or in the Right of the Company. Except as limited by Section 3 2 above, the Indemnitee shall be entitled to the indemnification rights provided in this Section if the Indemnitee was or is a party or is threatened to be made a party to, or was or is otherwise involved in, to any Proceeding (defined below) (other than an action by or in the right of the Company) by reason of the Indemnitee’s Corporate Statusfact that Indemnitee is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent or fiduciary of any other entity (including, but not limited to, another corporation, partnership, joint venture, trust or employee benefit plan); or by reason of anything done or not done by the Indemnitee in any such capacity. Pursuant to this Section, the Indemnitee shall be indemnified against all expensecosts, liabilityjudgments, and loss (including judgmentspenalties, fines, ERISA excise taxes or penaltiesliabilities, amounts paid in settlement by or on behalf of the Indemnitee, and ExpensesExpenses (defined below) actually and reasonably incurred by the Indemnitee, or on behalf of the Indemnitee, Indemnitee in connection with such Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee he or she reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Action or Proceedings Other than an Action by or in the Right of the Company. Except as limited by Section 3 2 above, the Indemnitee shall be entitled to the indemnification rights provided in this Section 3 if the Indemnitee was or is a party or is threatened to be made a party to, or was or is otherwise involved in, to any Proceeding (defined below) (other than an action by or in the right of the Company) (a) by reason of the Indemnitee’s Corporate Statusfact that Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of any other entity (including, but not limited to, another corporation, partnership, joint venture, trust or employee benefit plan) or (b) by reason of anything done or not done by the Indemnitee in any such capacity. Pursuant to this SectionSection 3, the Indemnitee shall be indemnified against all expensecosts, liabilityjudgments, and loss (including judgmentspenalties, fines, ERISA excise taxes or penaltiesliabilities, amounts paid in settlement by or on behalf of the Indemnitee, and ExpensesExpenses (defined below) actually and reasonably incurred by the Indemnitee, or on behalf of the Indemnitee, Indemnitee in connection with such Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Action or Proceedings Other than an Action by or in the Right of the Company. Except as limited by Section 3 2 above, the Indemnitee shall be entitled to the indemnification rights provided in this Section if the Indemnitee was or is a party or is threatened to be made a party to, or was or is otherwise involved in, to any Proceeding (other than an action by or in the right name of the Company) by reason of the Indemnitee’s Corporate Statusfact that Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent or fiduciary of any other entity (including, but not limited to, another corporation, partnership, joint venture or trust); or by reason of anything done or not done by the Indemnitee in any such capacity. Pursuant to this Section, the Indemnitee shall be indemnified against all expensecosts, liabilityjudgments, and loss (including judgmentspenalties, fines, ERISA excise taxes or penaltiesliabilities, amounts paid in settlement by or on behalf of the Indemnitee, and ExpensesExpenses (defined below) actually and reasonably incurred by the Indemnitee, or on behalf of the Indemnitee, Indemnitee in connection with such Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful.