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 Section if Indemnitee was or is a party or is threatened to be made a party to, or otherwise was involved or becomes or may become involved in, any Proceeding (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Company, or is or was a director or officer 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, employee benefit plan or other enterprise); or by reason of anything done or not done by Indemnitee in any such capacity. Pursuant to this Section, Indemnitee shall be indemnified against all costs, judgments, penalties, fines, ERISA excise taxes, liabilities, amounts paid in settlement by or on behalf of Indemnitee, and Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding, if Indemnitee acted in good faith and in a manner 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 2 above, Indemnitee shall be entitled to the indemnification rights provided in this Section if Indemnitee was or is a party or is threatened to be made a party to, or otherwise was involved or becomes or may become involved in, to any Proceeding (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director, officer, employee employee, agent or agent fiduciary of the Company, or while a director, officer, employee, agent or fiduciary of the Company is or was a director or officer serving at the request of the Company as a director, officer, employee or employee, agent or fiduciary of any other entity (including, but not limited to, another corporation, partnership, joint venture, trust, employee benefit plan trust or other enterprise); or by reason of anything done or not done by Indemnitee in any such capacity. Pursuant to this Section, Indemnitee shall be indemnified against all Expenses, costs, judgments, penalties, fines, ERISA excise taxes, liabilities, liabilities and amounts paid in settlement by or on behalf of Indemnitee, and Expenses Indemnitee actually and reasonably incurred by Indemnitee in connection with such Proceeding, Proceeding if Indemnitee acted in good faith and in a manner he or she 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 2 above, Indemnitee shall be entitled to the indemnification rights provided in this Section if Indemnitee was or is a party or is threatened to be made a party to, or otherwise was involved or becomes or may become involved in, to any Proceeding (other than an action by or in the right name of the Company) by reason of the fact that Indemnitee is or was was, or is deemed to be or have been, a director, officer, employee employee, agent or agent fiduciary of the Company, or is or was a director or officer serving at the request of the Company as a director, officer, employee or employee, agent or fiduciary of any other entity (including, but not limited to, another corporation, partnership, joint venture, venture or trust, employee benefit plan or other enterprise); or by reason of anything done or not done by Indemnitee in any such capacity. Pursuant to this Section, Indemnitee shall be indemnified on an after-tax basis against all costs, judgments, penalties, fines, ERISA excise taxes, fines, liabilities, amounts paid in settlement by or on behalf of Indemniteeand Expenses, and Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding, if Indemnitee acted in good faith and in a manner he or she 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 2 above, Indemnitee shall be entitled to the indemnification rights provided in this Section if Indemnitee was or is a party or is threatened to be made a party to, or otherwise was involved or becomes or may become involved in, to any Proceeding (defined below) (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director, officer, employee employee, agent or agent fiduciary of the Company, or while a director, officer, employee, agent or fiduciary of the Company is or was a director or officer serving at the request of the Company as a director, officer, employee or employee, agent or fiduciary of any other entity (including, but not limited to, another corporation, partnership, joint venture, trust, trust or employee benefit plan or other enterpriseplan); or by reason of anything done or not done by Indemnitee in any such capacity. Pursuant to this Section, Indemnitee shall be indemnified against all costs, judgments, penalties, fines, ERISA excise taxes, liabilities, amounts paid in settlement by or on behalf of Indemnitee, and Expenses (defined below) actually and reasonably incurred by Indemnitee in connection with such Proceeding, if Indemnitee acted in good faith and in a manner 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.