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 is or was a Manager, officer, employee, controlling Person or agent of the Company, or is or was serving at the request of the Company as a director, manager, officer, employee, controlling Person or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit so long as he 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 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 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, and in view of all the circumstances of the case, such 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 indemnify any Person Manager or Officer and may indemnify any other person who was or is a party or is threatened to be made a party to any threatened, pending 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 is or was a Manager, officerOfficer, employee, controlling Person or agent of the Company, or is or was serving at the request of the Company as a director, manager, officer, employee, controlling Person or agent of another limited liability company, corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit so long as if he 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 except that no indemnification shall be made in respect of any claim, issue 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 or suit was brought shall determine upon application 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 as 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 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 such Person is or was a Manager, officer, employee, controlling Person person or agent of the Company, or is or was serving at the request of the Company as a director, managerManager, officer, employee, controlling Person person or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys’ ' fees) actually and reasonably incurred by him or her such Person in connection with the defense or settlement of such action or suit so long as he if such Person acted in good faith and in a manner he 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 of Chancery a court of the State of Delaware Texas or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, and 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 Court of Chancery a court of the State of Delaware Texas or such other court shall deem proper.

Actions by or in the Right of the Company. The Company shall indemnify any Person manager or officer and may indemnify any other 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 the person is or was a Managerdirector, manager, officer, employee, controlling Person employee or agent of the Company, or is or was serving at the request of the Company as a director, manager, officer, employee, controlling Person employee or agent of another corporation, partnership, partnership joint venture, trust, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her the person in connection with the defense or settlement of such action or suit so long as he if the person acted in good faith and in a manner he the 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 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 or suit was brought shall determine upon application that, that despite the adjudication of liability, and liability but in view of all of the circumstances of the case, such Person person is fairly and reasonably entitled to indemnity for such expenses which as 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 company shall indemnify any Person person who is or 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 company to procure a judgment in its favor by reason of the fact that he is or was a Managerdirector, officer, employee, controlling Person officer or agent employee of the Companycompany, or is or was serving at the written request of the Company company as a director, manager, officer, employee, controlling Person employee or agent of another corporation, partnership, joint venture, trust, trust or other enterprise against expenses (including attorneys’ ' fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit so long as if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company 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 for negligence or misconduct in the performance of his duty 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 or suit was brought shall determine upon application 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 Subject to the provisions of Subsection (a) above, the Company shall indemnify any Person 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 is or was a Manager, officer, employee, controlling Person employee or agent of the Company, or is or was serving at the request of the Company as a director, manager, officer, employee, controlling Person or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys’ ' fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit so long as if he 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 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 or suit was brought shall determine upon application 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.