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 2 above, Indemnitee shall be entitled to the indemnification rights provided in this Agreement if Indemnitee was or is a party or threatened to be made a party to, or was or is otherwise involved in, any Proceeding (other than an action by or in the name of the Company) by reason of the fact that Indemnitee is or was a director, officer, employee, agent or trustee of the Company or while a director, officer, employee, agent or trustee of the Company is or was serving at the request of the Company as a director, 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 Indemnitee, whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, employee, agent or trustee or in any other capacity while serving as a director, officer, employee, agent or trustee. Pursuant to this Section, 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 Indemnitee, and Expenses) actually and reasonably incurred or suffered by Indemnitee in connection with such Proceeding, if Indemnitee met any applicable standard of conduct set forth in the General Corporation Law of the State of Delaware.

Action or Proceedings Other than an Action by or in the Right of the Company. Except as limited by Section 2 above, Indemnitee shall be entitled to the indemnification rights provided in this Agreement Section if Indemnitee was or is a party or threatened to be made a party to, or was or is otherwise involved in, any Proceeding (other than an action by or in the name of the Company) by reason of the fact that Indemnitee is or was a director, officer, employee, agent or trustee of the Company or while a director, officer, employee, agent or trustee of the Company is or was serving at the request of the Company as a director, 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 Indemnitee, whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, employee, agent or trustee or in any other capacity while serving as a director, officer, employee, agent or trustee. Pursuant to this Section, 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 Indemnitee, and ExpensesExpenses (as defined below)) actually and reasonably incurred or suffered by Indemnitee in connection with such Proceeding, if Indemnitee met any applicable standard of conduct set forth in the General Corporation Law of the State of Delaware.

Action or Proceedings Other than an Action by or in the Right of the Company. Except as limited by Section 2 above, Indemnitee shall be entitled to the indemnification rights provided in this Agreement Section 3 if Indemnitee was or is a party or threatened to be made a party to, or was or is otherwise involved in, any Proceeding (other than an action by or in the name of the CompanyCompany or any Controlled Entity) by reason of the fact that Indemnitee is or was a directorMember, officer, employee, agent director or trustee officer of the Company or while a director, officer, employee, agent any Controlled Entity or trustee of the Company is or was serving at the request of the Company or any Controlled Entity as a directormember, officer, employee, agent director or trustee officer 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 Indemnitee, whether the basis of such Proceeding is alleged action in an official capacity as a directorMember, officer, employee, agent director or trustee officer or in any other capacity while serving as a directorMember, officer, employee, agent director or trusteeofficer of the Company or any Controlled Entity. Pursuant to this Section, 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 Indemnitee, and Expenses) actually and reasonably incurred or suffered by Indemnitee in connection with such Proceeding, if Indemnitee met any applicable standard of conduct set forth in Luxembourg law, the General Corporation Law of the State of DelawareDelaware or the Delaware Limited Liability Company Act, as applicable.

Action or Proceedings Other than an Action by or in the Right of the Company. Except as limited by Section 2 above, Indemnitee shall be entitled to the indemnification rights provided in this Agreement Section if Indemnitee was or is a party or is threatened to be made a party to, or was to or is otherwise involved in, in any Proceeding (other than an action by or in the name of the Company) by reason of the fact that Indemnitee, or a person of whom Indemnitee is the legal representative, is or was a director, officer, employee, employee or agent or trustee of the Company Company, or while a director, officer, employee, agent or trustee of the Company is or was serving at the request of the Company as a director, officer, employee, agent or trustee fiduciary of any other entity (including, but not limited to, another corporation or of a corporation, partnership, joint ventureventure or trust, trust or other enterprise, and including service with respect to an employee benefit planplans), or by reason of anything done or not done by IndemniteeIndemnitee in any such capacity, whether the basis of such the Proceeding is alleged action in an official capacity as a director, officer, employee, agent or trustee fiduciary or in any other capacity while serving as a director, officer, employee, agent or trusteefiduciary. Pursuant to this Section, Indemnitee shall be indemnified against all expensecosts, liability and loss (including judgments, penalties, fines, liabilities, losses, ERISA excise taxes or penalties, amounts paid in settlement by or on behalf of Indemnitee, and ExpensesExpenses (defined below) actually and reasonably incurred or suffered by Indemnitee in connection with such Proceeding, if Indemnitee met any applicable standard of conduct set forth acted in good faith and in a manner he reasonably believed to be in or not opposed to the General Corporation Law best interests of the State of DelawareCompany, 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 2 above, Indemnitee shall be entitled to the indemnification rights provided in this Agreement Section if 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 name right of the Companycompany) by reason of the fact that Indemnitee is or was a director, officer, employee, agent agent, or trustee of the Company company or while a director, officer, employee, agent agent, or trustee of the Company company is or was serving at the request of the Company company as a director, officer, employee, agent agent, or trustee of another corporation or of a partnership, joint venture, trust trust, or other enterprise, including service with respect to an employee benefit plan, or by reason of anything done or not done by Indemnitee, whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, employee, agent or trustee or Indemnitee in any other capacity while serving as a director, officer, employee, agent or trusteesuch capacity. Pursuant to this Section, 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 Indemnitee, and Expenses) actually and reasonably incurred or suffered by Indemnitee in connection with such Proceeding, if Indemnitee met any applicable standard of conduct set forth acted in good faith and in a manner he reasonably believed to be in or not opposed to the General Corporation Law best interests of the State of Delawarecompany, 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 2 above, Indemnitee shall be entitled to the indemnification rights provided in this Agreement Section if Indemnitee was or is a party or threatened to be made a party to, or was or is otherwise involved in, any Proceeding (other than an action by or in the name of the Company) by reason of the fact that Indemnitee Indemnitee, or a person for whom he or she is legal representative, is or was a director, officer, employee, agent or trustee of the Company or while a director, officer, employee, agent or trustee of the Company is or was serving at the request of the Company as a director, 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 Indemnitee, whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, employee, agent or trustee or in any other capacity while serving as a director, officer, employee, agent or trustee. Pursuant to this Section, 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 Indemnitee, and Expenses) actually and reasonably incurred or suffered by Indemnitee in connection with such Proceeding, if Indemnitee met any applicable standard of conduct set forth in the General Corporation Law of the State of Delaware.