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 is a party or is threatened to be made a party to 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 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, employee benefit plan or other enterprise or entity); 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 (including, without limitation, ERISA excise taxes or penalties assessed on a person with respect to any employee benefit plan), liabilities, amounts paid in settlement by or on behalf of Indemnitee, and Expenses (defined below) reasonably incurred or suffered by Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner 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 2 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 to, or was or is otherwise involved in, any Proceeding (other than an action by or in the name right of the Company) by reason of the fact that the Indemnitee is or was a director, officer, employee director or agent officer of the Company, 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 employee, agent, or agent trustee of another corporation or fiduciary of any other entity (including, but not limited to, another corporation, a partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan or other enterprise or entity); 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 costsexpense, liability, and loss (including judgments, penalties, fines (including, without limitationfines, ERISA excise taxes or penalties assessed on a person with respect to any employee benefit plan), liabilitiespenalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses (defined belowExpenses) actually and reasonably incurred or suffered by the Indemnitee in connection with such Proceeding if the Indemnitee acted in good faith and in a manner he 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 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 to, or otherwise was involved or becomes or may become involved in, any Proceeding (other than an action by or in the name 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 entityenterprise); 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 (including, without limitationfines, ERISA excise taxes or penalties assessed on a person with respect to any employee benefit plan)taxes, liabilities, amounts paid in settlement by or on behalf of Indemnitee, and Expenses (defined below) actually and reasonably incurred or suffered by Indemnitee in connection with such Proceeding 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 any Proceeding (defined below) (other than an action by or in the name 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 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 enterprise or entityplan); 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 (including, without limitation, ERISA excise taxes or penalties assessed on a person with respect to any employee benefit plan)fines, liabilities, amounts paid in settlement by or on behalf of Indemnitee, and Expenses (defined below) actually and reasonably incurred or suffered by Indemnitee in connection with such Proceeding 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.