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

Actions by or in the Right of the Corporation. The corporation shall indemnify any director 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 corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit 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 corporation 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 corporation unless and only to the extent that the 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 as the Court of Chancery or such other court shall deem proper.

Actions by or in the Right of the Corporation. The corporation Corporation shall indemnify any director or officer and may indemnify any other person who was or the Indemnitee in the event Indemnitee is made 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 corporation Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, fiduciary or agent of the corporationCorporation, or is or was serving at the request of the corporation Corporation as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust, trust or other enterprise against expenses (including attorneys’ ' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit 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 corporation Corporation and except that no indemnification shall be made in respect of any claim, issue, issue or matter as to which such person shall have been adjudged to be liable to the corporation Corporation unless and only to the extent that the 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 Indemnitee is fairly and reasonably entitled to indemnity for such expenses as which the Court of Chancery or such other court shall deem proper.

Actions by or in the Right of the Corporation. The corporation Corporation shall indemnify any director or officer officer, and may indemnify any other 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 corporation Corporation 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 corporationCorporation, or is or was serving at the request of the corporation Corporation as a director, officer, employee, 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 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 corporation Corporation 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 corporation Corporation unless and only to the extent that the 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 as the Court of Chancery or such other court shall deem proper.

Actions by or in the Right of the Corporation. The corporation shall Corporation shall, to the maximum extent and in the manner permitted by the DGCL as the same now exists or may hereafter be amended, indemnify any director 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 corporation Corporation to procure a judgment in its favor by reason of the fact that he the person is or was a director, officer, employee, or agent of the corporationCorporation, or is or was serving at the request of the corporation Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise enterprise, or as a member of any committee or similar body, against expenses (including attorneys’ fees) actually and reasonably incurred by him the person in connection with the defense or settlement of such action or suit if he 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 corporation Corporation 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 corporation Corporation 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 but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as 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 Corporation. The corporation Corporation shall indemnify any director 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 corporation Corporation to procure a judgment judgement in its favor by reason of the fact that he is or was a director, officer, employee, employee or agent of the corporationCorporation, or is or was serving at the request of the corporation Corporation as a director, officer, employee, 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 in connection with the defense or settlement of such action or suit 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 corporation Corporation and except that no indemnification shall be made in respect of any claim, issue, issue or matter as to which such person shall have been adjudged to be liable to the corporation 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 but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as 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 Corporation. The corporation Corporation shall indemnify any director 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 corporation Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the corporationCorporation, or is or was serving at the request of the corporation Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys’ ' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit suit, 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 corporation and Corporation, 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 corporation Corporation unless and only to the extent that the Court of Chancery 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 is fairly and reasonably entitled to indemnity for such expenses as which the Court of Chancery of Delaware or such other court shall deem proper.

Actions by or in the Right of the Corporation. The corporation Corporation shall indemnify to the fullest extent permitted by law any director 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 corporation Corporation to procure a judgment in its favor by reason of the fact that he such person is or was a director, officer, employee, director or agent officer of the corporation, Corporation or is or was serving at the request of the corporation Corporation as a director, officer, employee, director or agent officer of another corporation, partnership, joint venture, trust, venture or trust or other enterprise enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he 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 corporation Corporation and except that no indemnification shall be made in respect of any claim, issue, issue or matter as to which such person shall have been adjudged to be liable to the corporation Corporation unless and only to the extent that the 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 as which the Court of Chancery or such other court shall deem proper.

Actions by or in the Right of the Corporation. The corporation shall indemnify any director 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 corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, employee 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 if he 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 corporation and except that no indemnification shall be made in respect of any claim, issue, issue or matter as to which such person shall have been adjudged to be liable to the corporation 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 but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as 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 Corporation. The corporation shall indemnify any director 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 corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, 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 in connection with the defense or settlement of such action or suit 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 corporation and except that no indemnification shall be made in respect of any claim, issue, issue or matter as to which such person shall have been adjudged to be liable to the corporation 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 as which the Delaware Court of Chancery or such other court shall deem proper.

Actions by or in the Right of the Corporation. The corporation shall indemnify any director 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 corporation to procure a judgment in its favor by reason of the fact that he such person is or was a director, officer, employee, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, employee or agent of another corporation, partnership, joint venture, trust, trust or other enterprise against expenses (including attorneys’ attorneys fees) actually and reasonably incurred by him such person in connection with the defense or settlement of such action or suit if he 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 corporation and except that no indemnification shall be made in respect of any claim, issue, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of such person’s duty to the corporation 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 but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as 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 Corporation. The corporation Corporation shall indemnify any director 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 corporation Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, employee or agent of the corporationCorporation, or is or was serving at the request of the corporation Corporation as a director, officer, employee, employee or agent of another corporation, partnership, joint venture, trust, trust or other enterprise enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit 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 corporation and except that Corporation. The foregoing sentence to the contrary notwithstanding, no indemnification shall be made in respect of any claim, issue, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation Corporation unless and only to the extent that the 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 as which the Court of Chancery or such other court shall deem proper.

Actions by or in the Right of the Corporation. The corporation Corporation shall indemnify any director 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 corporation Corporation to procure a judgment in its favor by reason of the fact that he is or was or has agreed to become a director, officer, employee, employee or agent of the corporationCorporation, or is or was serving at the request of the corporation Corporation as a director, officer, employee, employee or agent of another corporation, partnership, joint venture, trusttrust or other enterprise, or other enterprise as a member of any committee or similar body, against expenses (including attorneys’ ' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in in, or not opposed to to, the best interests of the corporation and Corporation, except that no indemnification shall be made in respect of any claim, issue, issue or matter as to which such person shall have been adjudged to be liable to the corporation Corporation unless and only to the extent that the 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 as which the Court of Chancery or such other court shall deem proper.

Actions by or in the Right of the Corporation. The corporation shall indemnify any director 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, pendingto, or completed action or suit otherwise becomes involved in, any Proceeding by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was an Officer or Director of the corporation and may at the discretion of the board of directors indemnify any person who was or is a director, officer, employeeparty or is threatened to be made a party to, or agent otherwise becomes involved in, any Proceeding by or in the right of the corporation, or corporation to procure a judgment in its favor by reason of the fact that he is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise an Agent against expenses (including attorneys’ fees) Expenses actually and reasonably incurred by him in connection with the defense or settlement of such action or suit Proceeding 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 corporation and except that no indemnification shall be made in respect of any claim, issue, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit Proceeding 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 as Expenses which the Delaware Court of Chancery or such other court shall deem proper.

Actions by or in the Right of the Corporation. The corporation shall indemnify any director 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, pendingto, or completed action or suit otherwise becomes involved in, any Proceeding by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was an Officer or Director of the corporation and may at the discretion of the board of directors indemnify any person who was or is a director, officer, employeeparty or is threatened to be made a party to, or agent otherwise becomes involved in, any Proceeding by or in the right of the corporation, or corporation to procure a judgment in its favor by reason of the fact that he is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise an Agent against expenses (including attorneys’ fees) Expenses actually and reasonably incurred by him in connection with the defense or settlement of such action or suit Proceeding 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 corporation and except that no indemnification shall be made in respect of any claim, issue, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court Courts of Chancery the State of Florida or the court in which such action or suit Proceeding 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 as Expenses which the Court Courts of Chancery the State of Florida or such other court shall deem proper.

Actions by or in the Right of the Corporation. The corporation shall indemnify any director 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 corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys’ ' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit 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 corporation 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 corporation unless and only to the extent that the 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 as the Court of Chancery or such other court shall deem proper.

Actions by or in the Right of the Corporation. The corporation shall indemnify any director 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 corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, employee or agent of another corporation, partnership, joint venture, trust, trust or other enterprise against expenses (including attorneys’ attorney& fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit 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 corporation and except that no indemnification shall be made in respect of any claim, issue, issue or matter as to which such person shall have been adjudged to be liable to the corporation 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 but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as 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 Corporation. The corporation shall indemnify any director 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 corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, officer or agent employee of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, employee or agent of another corporation, partnership, joint venture, trust, trust or other enterprise enterprise, against expenses (including attorneys’ ' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit 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 corporation and except that no indemnification shall be made in respect of any claim, issue, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the 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 as which the Court of Chancery or such other court shall deem proper.

Actions by or in the Right of the Corporation. The corporation Corporation shall indemnify any director 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 corporation Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, employee or agent of the corporationCorporation, or is or was serving at the request of the corporation Corporation as a director, officer, employee, 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 in connection with the defense or settlement of such action or suit 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 corporation Corporation and except that no indemnification shall be made in respect of any claim, issue, issue or matter as to which such person shall have been adjudged to be liable to the corporation 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 but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as exereses 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 Corporation. The corporation Corporation shall indemnify any director 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 corporation Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee, employee or agent of the corporationCorporation, or is or was serving at the request of the corporation Corporation as a director, officer, employee, employee 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 if he 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 corporation Corporation and except that no indemnification shall be made in respect of any claim, issue, issue or matter as to which such person shall have been adjudged to be liable to the corporation Corporation 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 but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as 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 Corporation. The corporation shall indemnify any director 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 corporation Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee, employee or agent of the corporationCorporation, or is or was serving at the request of the corporation Corporation as a director, officer, employee, 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 such person in connection with the defense or settlement of such action or suit if he such person 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 corporation Corporation and except that no indemnification shall be made in respect of any claim, issue, issue or matter as to which such person shall have been adjudged to be liable to the corporation 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 but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as 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 Corporation. The corporation Corporation shall indemnify any director 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 corporation Corporation to procure a judgment in its favor by reason of the fact that he is or was a Stockholder, director, officer, employee, employee or agent of the corporationCorporation, or is or was serving at the request of the corporation Corporation as a Stockholder, director, officer, employee, employee or agent of another corporation, partnership, joint venture, trusttrust or other enterprise, or other enterprise as a member or any committee or similar body, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests interest of the corporation and Corporation, except that the Corporation shall make no indemnification shall be made in respect of any claim, issue, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation Corporation unless and only to the extent that the 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 as which the Court of Chancery or such other court shall deem proper.

Actions by or in the Right of the Corporation. The corporation Corporation shall indemnify any director or officer officer, and may indemnify any other 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 corporation 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 corporation, or is or was serving at the request of the corporation as a director, officer, employee, 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 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 corporation 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 corporation 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 as the Delaware Court of Chancery or such other court shall deem proper...