Common use of Actions by or in the Right of the Company Clause in Contracts

Actions by or in the Right of the Company. The Company shall, to the fullest extent permitted by law, indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by or in the right of the Company to procure a judgment in its favor (other than an action, suit or proceeding (or part thereof) commenced by such Person unless such commencement was authorized in the specific case by the Board) by reason of the fact that such Person is or was a Board Member, director, manager, officer, employee, agent or controlling Person of the Company or any subsidiary thereof from and against any and all liability suffered and expenses (including reasonable attorneys’ fees) actually and reasonably incurred by any such Person in such capacity, or arising out of such Person’s status as such, in connection with the defense or settlement of such action or suit so long as such Person acted in good faith and in a manner such Person reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudged to be liable to the Company, unless and only to the extent that the court in which such action, suit or proceeding was brought shall finally judicially determine upon application and not subject to further appeal that, despite the adjudication of liability, and in view of all the circumstances of the case, such Person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

Actions by or in the Right of the Company. The Company shall, to the fullest extent permitted by law, shall indemnify any Person person who was or is a party party, or is threatened to be made a party to any threatened, pending or completed action, action or suit or proceeding by or in the right of the Company to procure a judgment in its favor (other than an action, suit or proceeding (or part thereof) commenced by such Person unless such commencement was authorized in the specific case by the Board) by reason of the fact that such Person he or she is or was a Board MemberDirector, directorOfficer, manageremployee or agent of the Company, officer, employee, agent or controlling Person is or was serving at the request of the Company as a Director, Officer, employee or any subsidiary thereof from and agent of another company, partnership, joint venture, trust or other enterprise against any and all liability suffered and expenses (including reasonable attorneys’ fees) actually and reasonably incurred by any such Person in such capacity, him or arising out of such Person’s status as such, her in connection with the defense or settlement of such action or suit so long as such Person if he or she acted in good faith and in a manner such Person he or she reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person person shall have been adjudged to be liable to the Company, Company unless and only to the extent that the court in which such action, action or suit or proceeding was brought shall finally judicially determine upon application and not subject to further appeal that, despite the adjudication of liability, and liability but in view of all the circumstances of the case, such Person person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

Actions by or in the Right of the Company. The Company shall, to the fullest extent permitted by law, shall indemnify any Person person who was or is a witness, a party or is threatened to be made a party to any threatened, pending or completed action, action or suit or proceeding by or in the right of the Company to procure a judgment in its favor (other than an action, suit or proceeding (or part thereof) commenced by such Person unless such commencement was authorized in the specific case by the Board) by reason of the fact that such Person he or she is or was a Board MemberManager, Partnership Representative, “designated individual,” or officer of the Company, or is or was serving at the request of the Company as a manager, director, managerPartnership Representative, officer“designated individual,” or officer of another corporation, employeepartnership, agent joint venture, trust, or controlling Person of the Company or any subsidiary thereof from and other enterprise against any and all liability suffered and expenses (including reasonable attorneys’ fees) actually and reasonably incurred by any such Person in such capacity, him or arising out of such Person’s status as such, her in connection with the action or suit (in the case where such person is a witness only) or the defense or settlement of such action or suit so long as if (other than in the case where such Person person is a witness only) he or she acted in good faith and in a manner such Person he or she reasonably believed to be in or not opposed to the best interests of the Company and except Company, except, that no indemnification shall be made in respect of any claim, issue or matter as to which such Person person shall have been adjudged to be liable to the Company, Company unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action, action or suit or proceeding was brought shall finally judicially determine upon application and not subject to further appeal that, despite the adjudication of liability, and liability but in view of all the circumstances of the case, such Person person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

Actions by or in the Right of the Company. The Company shall, to If the fullest extent permitted by law, indemnify any Person Indemnitee is a person who was or is a party or other participant or is threatened to be made a party or other participant to any threatened, pending or completed action, suit or proceeding by or in the right of the Company to procure a judgment in its favor (other than an action, suit or proceeding (or part thereof) commenced by such Person unless such commencement was authorized in the specific case by the Board) by reason of the fact that such Person he or she is or was a Board Member, director, manager, officer, employee, an agent or controlling Person of the Company Company, or by reason of anything done or not done by him or her in any subsidiary thereof from and such capacity, against any amounts paid in settlement of any such proceeding, to the extent permitted by law, and all liability suffered and expenses (including reasonable attorneys’ fees) actually and reasonably incurred by any such Person in such capacity, him or arising out of such Person’s status as such, her in connection with the defense investigation, defense, settlement, or settlement appeal of such action proceeding if he or suit so long as such Person she acted in good faith and in a manner such Person he or she reasonably believed to be in or not opposed to the best interests of the Company and Company; except that no indemnification under this subsection shall be made in respect of any claim, issue issue, or matter as to which such Person person shall have been finally adjudged to be liable to the Company, Company unless and only to the extent that the Court of Chancery or the court in which such action, suit or proceeding was brought shall finally judicially determine upon application and not subject to further appeal that, despite the adjudication of liability, and liability but in view of all the circumstances of the case, such Person person is fairly and reasonably entitled to indemnity for such expenses amounts which the Court of Chancery or such other court shall deem proper.; and

Actions by or in the Right of the Company. The Company shall, to the fullest extent permitted by law, indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by or in the right of the Company to procure a judgment in its favor (other than an action, suit or proceeding (or part thereof) commenced by such Person unless such commencement was authorized in the specific case by the Board) by reason of the fact that such Person is or was a Board Member, director, manager, officer, employee, agent or controlling Person of the Company or any subsidiary thereof from and against any and all liability suffered and expenses (including reasonable attorneys’ fees) actually and reasonably incurred by any such Person in such capacity, or arising out of such Person’s status as such, in connection with the defense or settlement of such action or suit so long as such Person acted in good faith and in a manner such Person reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudged to be liable to the Company, unless and only to the extent that the court in which such action, suit or proceeding was brought shall finally judicially determine upon application and not subject to further appeal that, despite the adjudication of liability, and in view of all the circumstances of the case, such Person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

Actions by or in the Right of the Company. The Company shall, Director shall be entitled to the fullest extent permitted by law, indemnify any Person indemnification rights provided in this Section 5.2 if he is a person who was or is made a party or is threatened to be made a party to any threatened, pending or completed action, action or suit or proceeding brought by or in the right of the Company to procure a judgment in its favor (other than an action, suit or proceeding (or part thereof) commenced by such Person unless such commencement was authorized in the specific case by the Board) by reason of the fact that such Person he is or was a Board Member, director, manager, officer, employee, agent agent, partner or controlling Person fiduciary of the Company or is or was serving at the request of the Company as a director, officer, employee, agent, partner or fiduciary of any subsidiary thereof from other entity by reason of anything done or not done by him in any such capacity. Pursuant to this Section 5.2, the Director shall be indemnified against all expenses, including attorneys' fees and against any and all liability suffered and expenses (including reasonable attorneys’ fees) costs actually and reasonably incurred by any such Person in such capacity, or arising out of such Person’s status as such, him in connection with the defense or settlement of such action or suit so long as such Person (including, but not limited to, the investigation, defense, settlement or appeal thereof) if he acted in good faith and in a manner such Person he reasonably believed to be in or not opposed to the best interests of the Company and except Company; provided, however, that no such indemnification shall be made in respect of any claim, issue or matter as to which applicable law expressly prohibits such Person shall have been adjudged to be liable indemnification by reason of an adjudication of liability of the Director to the Company, unless unless, and only to the extent that the court in which such action, action or suit or proceeding was brought shall finally judicially determine upon application and not subject to further appeal that, despite the such adjudication of liability, and liability but in view of all the circumstances of the case, such Person the Director is fairly and reasonably entitled to indemnity indemnification for such expenses which and costs as such court shall deem proper.

Actions by or in the Right of the Company. The Company shall, Director shall be entitled to the fullest extent permitted by law, indemnify any Person indemnification rights provided in this Section 5.2 if he is a person who was or is made a party or is threatened to be made a party to any threatened, pending or completed action, action or suit or proceeding brought by or in the right of the Company to procure a judgment in its favor (other than an action, suit or proceeding (or part thereof) commenced by such Person unless such commencement was authorized in the specific case by the Board) by reason of the fact that such Person he is or was a Board Member, director, manager, officer, employee, agent agent, partner or controlling Person fiduciary of the Company or is or was serving at the request of the Company as a director, officer, employee, agent, partner or fiduciary of any subsidiary thereof from and other entity by reason of anything done or not done by him in any such capacity. Pursuant to this Section 5.2, the Director shall be indemnified against any and all liability suffered and expenses (expenses, including reasonable attorneys’ fees) fees and costs actually and reasonably incurred by any such Person in such capacity, or arising out of such Person’s status as such, him in connection with the defense or settlement of such action or suit so long as such Person (including, but not limited to, the investigation, defense, settlement or appeal thereof) if he acted in good faith and in a manner such Person he reasonably believed to be in or not opposed to the best interests of the Company and except Company; provided, however, that no such indemnification shall be made in respect of any claim, issue or matter as to which applicable law expressly prohibits such Person shall have been adjudged to be liable indemnification by reason of an adjudication of liability of the Director to the Company, unless unless, and only to the extent that the court in which such action, action or suit or proceeding was brought shall finally judicially determine upon application and not subject to further appeal that, despite the such adjudication of liability, and liability but in view of all the circumstances of the case, such Person the Director is fairly and reasonably entitled to indemnity indemnification for such expenses which and costs as such court shall deem proper.

Actions by or in the Right of the Company. The Company shall, to the fullest extent permitted by law, indemnify any Person If Indemnitee is a person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding Proceeding by or in the right of the Company to procure a judgment in its favor (other than an action, suit or proceeding (or part thereof) commenced by such Person unless such commencement was authorized in the specific case by the Board) by reason of the fact that such Person he is or was a Board Member, director, manager, officer, employee, agent or controlling Person an Agent of the Company, or by reason of anything done or not done, or alleged to have been done or not done, by him in any such capacity, the Company or any subsidiary thereof from shall defend, indemnify and hold harmless Indemnitee against any and all liability suffered Expenses and expenses (including reasonable attorneys’ fees) actually and reasonably liabilities of any type whatsoever incurred by any such Person in such capacity, or arising out of such Person’s status as such, person in connection with the defense investigation, defense, settlement or settlement appeal of such action or suit Proceeding, so long as such Person the Indemnitee acted in good faith and in a manner such Person the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and so long as permitted by applicable law; except that no indemnification under this subsection shall be made made, and Indemnitee shall repay all amounts previously advanced by the Company, in respect of any claim, issue or matter as to for which such Person shall have been adjudged person is judged in a final, non-appealable decision to be liable to the CompanyCompany by a court of competent jurisdiction, unless and only to the extent that the court in which such action, suit or proceeding Proceeding was brought or the Court of Chancery of Delaware shall finally judicially determine upon application and not subject to further appeal that, despite the adjudication of liability, and in view of all the circumstances of the case, such Person that Indemnitee is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.indemnity

Actions by or in the Right of the Company. The Company shall, Indemnitee shall be entitled to the fullest extent permitted by law, indemnify any Person indemnification rights provided in this Section if Indemnitee is a person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding Claim brought by or in the right of the Company to procure a judgment in its favor (other than an action, suit or proceeding (or part thereof) commenced by such Person unless such commencement was authorized in the specific case by the Board) by reason of the fact that such Person Indemnitee is or was a Board Member, director, manager, officer, employee, agent or controlling Person director of the Company or is or was serving at the request of the Company as a director, officer, agent, or fiduciary of any subsidiary thereof from and other entity by reason of anything done or not done by Indemnitee in any such capacity. Pursuant to this Section, Indemnitee shall be indemnified against any and all liability suffered and expenses (including reasonable attorneys’ fees) Expenses actually and reasonably incurred by any such Person in such capacity, or arising out of such Person’s status as such, Indemnitee in connection with the defense or settlement of such action Claim (including, but not limited to, the investigation, defense, settlement or suit so long as such Person acted in good faith and in a manner such Person reasonably believed to be in or not opposed to appeal thereof) if it is determined that Indemnitee has met the best interests applicable Standard of the Company and except Conduct; provided, however, that no such indemnification shall be made in respect of any claimClaim, issue or matter as to which such Person Indemnitee shall have been adjudged to be liable to the Company, unless unless, and only to the extent that that, the Court of Chancery of the State of Delaware or the court in which such action, action or suit or proceeding was brought shall finally judicially determine upon application and not subject to further appeal that, despite the such adjudication of liability, and liability but in view of all the circumstances of the case, such Person Indemnitee is fairly and reasonably entitled to indemnity indemnification for such expenses which as such court shall deem proper.

Actions by or in the Right of the Company. The Company shall, Indemnitee shall be entitled to the fullest extent permitted by law, indemnify any Person indemnification rights provided in this Section 4 if he is a person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding brought by or in the right of the Company to procure a judgment in its favor (other than an action, suit or proceeding (or part thereof) commenced by such Person unless such commencement was authorized in the specific case by the Board) by reason of the fact that such Person he is or was a Board MemberDirector, directorofficer, manageremployee or agent or fiduciary of the Company, or is or was serving at the request of the Company as a Director, officer, employee, agent or controlling Person fiduciary of another entity, including, but not limited to, another corporation, partnership, joint venture or trust, or by reason of any act or omission by him in any such capacity. Pursuant to this Section 4, the Company or any subsidiary thereof from and Indemnitee shall be indemnified against any and all liability suffered and expenses (including reasonable attorneys’ fees) ), costs and amounts paid in settlement actually and reasonably incurred by any such Person in such capacity, or arising out of such Person’s status as such, him in connection with such action, suit or proceeding (including, but not limited to, the investigation, defense or settlement of such action or suit so long as such Person appeal thereof), if he acted in good faith and in a manner such Person he reasonably believed to be in or not opposed to the best interests of the Company and except Company; provided, however, that no such indemnification shall be made in respect of any claim, issue issue, or matter as to which applicable law expressly prohibits such Person shall have been adjudged to be liable indemnification by reason of any adjudication of liability of the Indemnitee to the Company, unless and only to the extent that that, the Court of Chancery of the State of Delaware or the court in which such action, action or suit or proceeding was brought shall finally judicially determine upon application and not subject to further appeal that, despite the adjudication of liability, and liability but in view of all the circumstances of the case, such Person the Indemnitee is fairly and reasonably entitled to indemnity for such expenses and costs which such court shall deem proper.