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 under applicable law, indemnify and advance expenses to any Person who was or is a party or is threatened to be made a party to any Proceeding 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 an Officer, employee, or agent (in such capacity) of the Company, or is or was serving at the request of the Company as an officer, employee, or agent (in such capacity) of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against Losses (other than judgments, fines and amounts paid in settlement) incurred or sustained by him in connection with the defense or settlement of such Proceeding 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 (or other adjudicatory forum) in which such Proceeding 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 such court (or other adjudicator) shall deem proper.

Actions by or in the Right of the Company. The Company shall, to the fullest extent permitted under applicable law, indemnify and advance expenses to any Person who was or is a party or is threatened to be made a party to any Proceeding 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 an Officer, employee, or agent (in such capacity) of the Companya Covered EC Member, or is or was serving at the request of the Company as an officera director, employeeboard observer, manager, or agent member or other direct or indirect controlling Person (in such capacity) of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against Losses (other than judgments, fines and amounts paid in settlement) incurred or sustained by him such Person in connection with the defense or settlement of such Proceeding so long as he such Person acted in good faith and in a manner he which the person reasonably believed to be in or not opposed to the best interests of the Company and Company, 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 (or other adjudicatory forum) in which such Proceeding 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 such court (or other adjudicator) shall deem proper.