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 indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he or she 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, agent of or participant in another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if he or she 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 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 for negligence or misconduct in the performance of his or her duty to the Company unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

Actions by or in the Right of the Company. The Company Indemnitee shall indemnify any person who be entitled to the indemnification rights provided in this Section 4 if he was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that he or she 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, agent arising out of or participant relating to any Indemnifiable Claim. Pursuant to this Section 4, the Indemnitee shall be indemnified against all Expenses, judgments, penalties, fines and amounts paid in another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) settlement actually and reasonably incurred by such person him in connection with the defense or settlement such Proceeding, unless it is finally determined by a court of such action or suit if competent jurisdiction that he or she acted did not act in good faith and in a manner he or she reasonably believed to be in or not opposed to be 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 for negligence or misconduct in indemnification by reason of any adjudication of liability of the performance of his or her duty Indemnitee to the Company Company, unless and only to the extent that the Delaware Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person the Indemnitee is fairly and reasonably entitled to indemnity indemnification for such expenses and costs which the Delaware Court of Chancery or such other court shall deem proper.

Actions by or in the Right of the Company. The Company Indemnitee shall indemnify any be entitled to the indemnification rights provided in this Section 4 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 or suit brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee employee, agent, partner or agent fiduciary of the Company, Company or is or was serving at the request of the Company as a director, officer, employee, agent agent, partner or fiduciary of any other entity by reason of anything done or participant not done by him in another corporationany such capacity. Pursuant to this Section 4, partnership, joint venture, trust or other enterprise the Indemnitee shall be indemnified against all expenses (including attorneys’ ' fees) and costs actually and reasonably incurred by such person him in connection with the defense or settlement of such action or suit (including, but not limited to, the investigation, defense, settlement or appeal thereof) if he or she 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 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 for negligence or misconduct in indemnification by reason of an adjudication of liability of the performance of his or her duty Indemnitee to the Company unless Company, unless, and only to the extent that the Delaware Court of Chancery or that, the court in which such action or suit was brought shall determine upon application that, despite the such adjudication of liability but in view of all the circumstances of the case, such person the Indemnitee is fairly and reasonably entitled to indemnity indemnification for such expenses which the Delaware Court of Chancery or and costs as such other court shall deem proper.

Actions by or in the Right of the Company. The Company Indemnitee shall indemnify any person who be entitled to the indemnification rights provided in this Section 3 if he is or was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that he or she 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, agent 's favor arising out of or participant relating to any Indemnifiable Claim. Pursuant to this Section 3, the Indemnitee shall be indemnified against all Expenses and amounts paid in another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) settlement actually and reasonably incurred by such person him including any loss or damage incurred in connection with the defense or settlement of such action or suit if Proceeding, unless it is finally judicially determined that he or she acted did not act in good faith and in a manner he or she reasonably believed to be in or not opposed to be 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 for negligence or misconduct in indemnification by reason of any adjudication of liability of the performance of his or her duty Indemnitee to the Company Company, unless and only to the extent that the Delaware Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person the Indemnitee is fairly and reasonably entitled to indemnity indemnification for such expenses and costs which the Delaware Court of Chancery or such other court shall deem proper.

Actions by or in the Right of the Company. The Company Director shall indemnify any be entitled to the indemnification rights provided in this Section 4.2 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, suit or suit proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent director of the Company, Company or is or was serving at the request of the Company as a director, officer, employee, agent agent, partner or fiduciary of any other entity by reason of anything done or participant not done by him in another corporationany such capacity. Pursuant to this Section 4.2, partnershipthe Director shall be indemnified against and held harmless from all costs and expenses, joint ventureincluding, trust or other enterprise against expenses (including without limitation, attorneys’ fees) fees and disbursements and costs actually and reasonably incurred by such person him in connection with the defense or settlement of such action or suit (including, but not limited to, the investigation, defense, settlement or appeal thereof) if he or she 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 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 for negligence or misconduct in indemnification by reason of an adjudication of liability of the performance of his or her duty Director to the Company unless Company, unless, and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought or an independent committee duly appointed by the Board shall determine upon application that, despite the such adjudication of 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 the Delaware Court of Chancery or and costs as such other court shall deem proper.

Actions by or in the Right of the Company. The Company Indemnitee shall indemnify any person who be entitled to the indemnification rights provided in this Section 3 if he was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that he or she 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, agent arising out of or participant relating to any Indemnifiable Claim. Pursuant to this Section 3, the Indemnitee shall be indemnified against all Expenses and amounts paid in another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) settlement actually and reasonably incurred by such person him in connection with the defense or settlement of such action or suit if Proceeding, unless it is finally judicially determined that he or she acted did not act in good faith and in a manner he or she reasonably believed to be in or not opposed to be 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 for negligence or misconduct in indemnification by reason of any adjudication of liability of the performance of his or her duty Indemnitee to the Company Company, unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of 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 the Delaware Court of Chancery or such other court shall deem proper.

Actions by or in the Right of the Company. The Company Indemnitee shall indemnify any be entitled to the indemnification rights provided in this Section 4 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 or suit brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that he or she is or was a director, officerdirector, employee employee, agent, partner or agent fiduciary of the Company, Company or is or was serving at the request of the Company as a director, officerdirector, employee, agent agent, partner or fiduciary of any other entity by reason of anything done or participant not done by him in another corporationany such capacity. Pursuant to this Section 4, partnership, joint venture, trust or other enterprise the Indemnitee shall be indemnified against all expenses (including attorneys’ ' fees) and costs actually and reasonably incurred by such person him in connection with the defense or settlement of such action or suit (including, but not limited to, the investigation, defense, settlement or appeal thereof) if he or she 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 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 for negligence or misconduct in indemnification by reason of an adjudication of liability of the performance of his or her duty Indemnitee to the Company unless Company, unless, and only to the extent that that, the Delaware District Court of Chancery the State of Nevada or the court in which such action or suit was brought shall determine upon application that, despite the such adjudication of liability but in view of all the circumstances of the case, such person the Indemnitee is fairly and reasonably entitled to indemnity indemnification for such expenses which the Delaware Court of Chancery or and costs as such other court shall deem proper.

Actions by or in the Right of the Company. The Company Indemnitee shall indemnify any person who be entitled to the indemnification rights provided in this Section 3 if he is or was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that he or she 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, agent 's favor arising out of or participant relating to any Indemnifiable Claim. Pursuant to this Section 3, the Indemnitee shall be indemnified against all Expenses and amounts paid in another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) settlement actually and reasonably incurred by such person him including any loss or damage incurred in connection with the defense or settlement of such action or suit if Proceeding, unless it is finally judicially determined that he or she acted did not act in good faith and in a manner he or she reasonably believed to be in or not opposed to be 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 for negligence or misconduct in indemnification by reason of any adjudication of liability of the performance of his or her duty Indemnitee to the Company unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person the Indemnitee is fairly and reasonably entitled to indemnity indemnification for such expenses and costs which the Delaware Court of Chancery or such other court shall deem proper.

Actions by or in the Right of the Company. The Company Indemnitee shall indemnify any person who be entitled to the indemnification rights provided in this Section 3 if he is was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that he or she 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, agent arising out of or participant relating to any Indemnifiable Claim. Pursuant to this Section 3, the Indemnitee shall be indemnified against all Expenses and amounts paid in another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) settlement actually and reasonably incurred by such person him in connection with the defense or settlement of such action or suit if Proceeding, unless it is finally judicially determined that he or she acted did not act in good faith and in a manner he or she reasonably believed to be in or not opposed to be 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 for negligence or misconduct in indemnification by reason of any adjudication of liability of the performance of his or her duty Indemnitee to the Company Company, unless and only to the extent that the Delaware Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person the Indemnitee is fairly and reasonably entitled to indemnity indemnify for such expenses and costs which the Delaware Court of Chancery or such other court shall deem proper.