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 Indemnitee shall be entitled to the indemnification rights provided in this Section 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 Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent or fiduciary of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent or 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, the Indemnitee shall be indemnified against all expenses (including attorneys' fees), costs and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding (including, but not limited to, the investigation, defense or appeal thereof), if he acted in good faith and in a manner he reasonably believed to be in or not opposed to be the best interests of the Corporation; 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 indemnification by reason of any adjudication of liability of the Indemnitee to the Corporation, unless and only to the extent that the Courts of the State of Nevada 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, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses and costs which such court shall deem proper.

Actions by or in the Right of the Corporation. The Indemnitee Corporation shall be entitled to the indemnification rights provided in this Section if he is a indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending pending, or completed actionaction or suit, suit or proceeding brought including all appeals, 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 directordirector or officer of the Corporation (and the Corporation, officerin the discretion of the Board of Directors, may so indemnify a person by reason of the fact that he or she is or was an employee or agent or fiduciary of the Corporation, Corporation or is or was serving at the request of the Corporation as a director, officer, employee, agent or fiduciary of another entity, including, but not limited to, in any other capacity for another corporation, partnership, joint venture venture, trust or trustother enterprise), or by reason of any act or omission by him in any such capacity. Pursuant to this Section, the Indemnitee shall be indemnified against all expenses (including attorneys' fees), costs and amounts paid in settlement ) actually and reasonably incurred by him or her in connection with such action, suit or proceeding (including, but not limited to, the investigation, defense or appeal thereof), 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 be the best interests of the Corporation; provided, however, except that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which applicable law expressly prohibits such indemnification by reason of any adjudication of liability of the Indemnitee person shall have been finally adjudged to be liable to the Corporation, Corporation unless and only to the extent that the Courts of the State of Nevada or the court in which such action or suit was brought brought, or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee such person is fairly and reasonably entitled to indemnity for such expenses and costs which as such court shall deem proper. Notwithstanding the foregoing, the Corporation shall be required to indemnify a director or officer in connection with an action, suit or proceeding initiated by such person only if such action, suit or proceeding was authorized by the Board of Directors.

Actions by or in the Right of the Corporation. The Indemnitee corporation shall be entitled to the indemnification rights provided in this Section if he is a person 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, action or suit or proceeding brought 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 or fiduciary of the Corporationcorporation, or is or was serving at the request of the Corporation corporation as a director, officer, employee, or agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, joint venture or venture, trust, or by reason of any act or omission by him in other enterprise (any such capacity. Pursuant director or officer, and any such other person whom the corporation decides to this Sectionindemnify, the Indemnitee shall be indemnified a “Derivative Indemnitee,” and together with any “Third Party Indemnitee,” an “Indemnitee”) against all expenses (including attorneys' ’ fees), costs and amounts paid in settlement ) actually and reasonably incurred by him in connection with such action, suit or proceeding (including, but not limited to, the investigation, defense or appeal thereof), 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 be the best interests of the Corporation; provided, however, corporation and except that no such indemnification shall be made in respect of any claim, issue, or matter as to which applicable law expressly prohibits such indemnification by reason of any adjudication of liability of the Indemnitee person shall have been adjudged to be liable to the Corporation, corporation unless and only to the extent that the Courts Court of the State of Nevada 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, the Indemnitee such person is fairly and reasonably entitled to indemnity for such expenses and costs which as the Court of Chancery or such other court shall deem proper.

Actions by or in the Right of the Corporation. The Indemnitee Corporation --------------------------------------------- shall be entitled to the indemnification rights provided in this Section if he is a indemnify any person who was or is 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 Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, trustee, partner, officer, employee or agent or fiduciary of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, employee or agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, joint venture venture, trust or trust, other enterprise or by reason of any act or omission by him in any such capacity. Pursuant to this Section, the Indemnitee shall be indemnified non-profit entity against all expenses (including attorneys' fees), costs and amounts paid in settlement ) actually and reasonably incurred by him or her in connection with such action, suit or proceeding (including, but not limited to, the investigation, defense or appeal thereof), 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 be the best interests of the Corporation; provided, however, except that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which applicable law expressly prohibits such indemnification by reason person shall have been adjudged to be liable for negligence or misconduct in the performance of any adjudication of liability of the Indemnitee his duty to the Corporation, Corporation unless and only to the extent that the Courts Court of Chancery of the State of Nevada Delaware or the court in which such action or suit was brought shall determine upon application that, that despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is such person fairly and reasonably entitled to indemnity for such expenses and costs 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 Indemnitee corporation shall be entitled to the indemnification rights provided in this Section if he is a indemnify any person who was or is a party or is threatened to be made a party to to, or otherwise becomes involved in, any threatened, pending or completed action, suit or proceeding brought Proceeding 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 an Officer or agent or fiduciary Director of the Corporationcorporation and may at the discretion of the board of directors indemnify any person who was or is a party or is threatened to be made a party to, or 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 serving at the request of the Corporation as a director, officer, employee, agent or 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, the Indemnitee shall be indemnified an Agent against all expenses (including attorneys' fees), costs and amounts paid in settlement Expenses actually and reasonably incurred by him in connection with such action, suit or proceeding (including, but not limited to, the investigation, defense or appeal thereof), settlement of such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to be the best interests of the Corporation; provided, however, corporation and except that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which applicable law expressly prohibits such indemnification by reason of any adjudication of liability of the Indemnitee person shall have been adjudged to be liable to the Corporation, corporation unless and only to the extent that the Courts of the State of Nevada 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, the Indemnitee such person is fairly and reasonably entitled to indemnity for such expenses and costs Expenses which the Courts of the State of Florida or such other court shall deem proper.

Actions by or in the Right of the Corporation. The Indemnitee Corporation shall be entitled to the indemnification rights provided in this Section if he is a indemnify any person who was or is 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 Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee director or agent or fiduciary officer of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, employee or agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, joint venture venture, trust or trust, or by reason of any act or omission by him in any such capacity. Pursuant to this Section, the Indemnitee shall be indemnified other enterprise against all expenses (including attorneys' ’ fees), costs and amounts paid in settlement ) actually and reasonably incurred by him such person in connection with such action, suit or proceeding (including, but not limited to, the investigation, defense or appeal thereof), 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 be the best interests of the Corporation; provided, however, Corporation and except that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which applicable law expressly prohibits such indemnification by reason of any adjudication of liability of the Indemnitee person shall have been adjudged to the Corporation, be liable unless and only to the extent that the Courts Court of Chancery of the State of Nevada 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, the Indemnitee such person is fairly and reasonably entitled to indemnity for such expenses and costs which the Court of Chancery of the State of Delaware or such other court shall deem proper. Notwithstanding the first sentence of this Section 2, the Corporation shall be required to indemnify any person described in this Section 2 in connection with a proceeding (or part thereof) commenced by such person only if the commencement of such proceeding (or part thereof) by such person was authorized in the specific case by the Board of Directors of the Corporation.

Actions by or in the Right of the Corporation. The Indemnitee Corporation shall be entitled to the indemnification rights provided in this Section if he is a indemnify any person who is or was or is a party or is or was 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 Corporation to procure a judgment in its favor by reason of the fact that he such person is or was a director, officer, employee or agent or fiduciary (including without limitation members of advisory boards of hospitals and other facilities owned by the Corporation and physicians serving on medical staff committees of such hospitals) of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, employee or agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, joint venture venture, trust or trustother enterprise, or by reason of any act action alleged to have been taken or omission not taken by him while acting in any such capacity. Pursuant to this Section, the Indemnitee shall be indemnified against all expenses (including attorneys' fees), costs and amounts paid in settlement ) actually and reasonably incurred by him in connection with such action, suit or proceeding (including, but not limited to, the investigation, defense or appeal thereof), 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 be the best interests of the Corporation; provided. The termination of any such threatened or actual action or suit by a settlement or by an adverse judgment or order shall not of itself, howevercreate a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, that no such indemnification or not opposed to, the best interests of the Corporation. Nevertheless, there shall be made no indemnification with respect to expenses incurred in respect of connection with any claim, issue, issue or matter as to which applicable law expressly prohibits such indemnification by reason person shall have been adjudged to be liable 'or negligence or misconduct in the performance of any adjudication of liability of the Indemnitee his duty to the CorporationCorporation unless, unless and only to the extent that that, the Courts Court of the State of Nevada 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, the Indemnitee such person is fairly and reasonably entitled to indemnity for such expenses and costs which the Court of Chancery or such other court shall deem proper.

Actions by or in the Right of the Corporation. The Indemnitee To the fullest extent permitted by law, the corporation shall be entitled to the indemnification rights provided in this Section if he is a indemnify any person who was or is a party or is threatened to be made a party party, to any threatened, pending pending, or completed actionaction or suit, suit or proceeding brought including all appeals, by or in the right of the Corporation corporation to procure a judgment in its favor favor, by reason of the fact that he such person, such person's testator or intestate, is or was a director, officer, or employee or agent or fiduciary of the Corporationcorporation, or is or was serving at the request of the Corporation corporation as a director, trustee, officer, employeepartner, agent or fiduciary employee of another entity, including, but not limited to, another corporation, partnership, joint venture or venture, trust, employee benefit plan or by reason of any act or omission by him in any such capacity. Pursuant to this Sectionother enterprise, the Indemnitee shall be indemnified against all expenses (including attorneys' attorney's fees), costs and amounts paid in settlement ) actually and reasonably incurred by him such person in connection with such action, suit or proceeding (including, but not limited to, the investigation, defense or appeal thereof)settlement of such action or suit and all expenses and attorney's fees incurred in successfully asserting a claim for indemnification pursuant to this Section 2, if he such person acted in good faith and in a manner he such person reasonably believed to be in or not opposed to be the best interests of the Corporation; providedcorporation, however, except that no such indemnification shall be made in respect of any of the following: (a) any claim, issue, or matter as to which applicable law expressly prohibits such indemnification by reason person is finally adjudged to be liable for negligence or misconduct in the performance of any adjudication of liability of the Indemnitee his or her duty to the Corporation, corporation unless and only to the extent that the Courts court of the State of Nevada common pleas or the court in which such action or suit was brought shall determine determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee such person is fairly and reasonably entitled to indemnity for such expenses and costs which as the court of common pleas or such other court shall deem proper; (b) any action or suit in which the only liability asserted against a director is pursuant to Section 1701.95 of the Ohio Revised Code.

Actions by or in the Right of the Corporation. The Indemnitee Corporation shall be entitled to the indemnification rights provided in this Section if he is a indemnify any person who was or is 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 Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee director or agent or fiduciary officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent director or fiduciary officer of another entity, including, but not limited to, another corporation, partnership, joint venture venture, trust or trust, or by reason of any act or omission by him in any such capacity. Pursuant to this Section, the Indemnitee shall be indemnified other enterprise against all expenses (including attorneys' fees), costs and amounts paid in settlement ) actually and reasonably incurred by him in connection with such action, suit or proceeding (including, but not limited to, the investigation, defense or appeal thereof), 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 be the best interests of the Corporation; provided, however, except that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which applicable law expressly prohibits such indemnification by reason of any adjudication of liability of the Indemnitee person shall have been adjudged to be liable to the Corporation, Corporation unless and only to the extent that the Courts Delaware Court of the State of Nevada 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, the Indemnitee such person 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. Notwithstanding any other provision of this ARTICLE VI, no person shall be indemnified hereunder for any expenses or amounts paid in settlement with respect to any action to recover short-swing profits under Section 16(b) of the Securities Exchange Act of 1934, as amended.

Actions by or in the Right of the Corporation. The Indemnitee Corporation shall be entitled to the indemnification rights provided in this Section if he is a 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 brought by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he the person is or was a director, officer, employee director or agent or fiduciary officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent director or fiduciary officer of another entity, including, but not limited to, another corporation, partnership, joint venture venture, trust or trustother enterprise, or by reason of any act or omission by him in any such capacity. Pursuant to this Section, the Indemnitee shall be indemnified against all expenses (including attorneys' ’ fees), costs and amounts paid in settlement ) actually and reasonably incurred by him the person in connection with such action, suit or proceeding (including, but not limited to, if the investigation, defense or appeal thereof), if he person acted in good faith and in a manner he the person reasonably believed to be in in, or not opposed to be to, the best interests of the Corporation; 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 indemnification by reason of any adjudication of liability of the Indemnitee person shall have been adjudged to be liable to the Corporation, Corporation unless and only to the extent that permitted by the Courts of the State of Nevada or the court in which such action or suit was brought shall determine upon application DGCL; provided, further, that, despite the adjudication except for actions, suits or proceedings to enforce rights to indemnification or advancement of liability but in view of all the circumstances of the caseexpenses, the Indemnitee is fairly and reasonably entitled Corporation shall not be obligated to indemnity for indemnify any such expenses and costs which person (or his or her heirs, executors or personal or legal representatives) in connection with an action, suit or proceeding (or part thereof) initiated by such court shall deem properperson unless such action, suit or proceeding (or part thereof) was authorized or consented to by the Board.

Actions by or in the Right of the Corporation. The Indemnitee Corporation shall be entitled to the indemnification rights provided in this Section if he is a indemnify and hold harmless each person who was or is a party or is threatened to be made a party to to, or is involved in any threatened, pending or completed action, action or suit or proceeding brought 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 director or agent or fiduciary officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent director or fiduciary officer of another entity, including, but not limited to, another corporation, partnership, joint venture venture, trust or trust, or by reason of any act or omission by him in any such capacity. Pursuant to this Section, the Indemnitee shall be indemnified other enterprise against all expenses (including attorneys' fees), costs ) and amounts paid in settlement (if such settlement is approved in advance by the Corporation) actually and reasonably incurred by him such person in connection with such action, suit or proceeding (including, but not limited to, the investigation, defense or appeal thereof), settlement of such action or suit if he such person acted in good faith and in a manner he the person reasonably believed to be in or not opposed to be the best interests of the Corporation; provided, howeverexcept that, that if applicable law so provides, no such indemnification shall be made in respect of any claim, issue, issue or matter as C-8 to which applicable law expressly prohibits such indemnification by reason of any adjudication of liability of the Indemnitee person shall have been adjudged to be liable to the Corporation, Corporation unless and only to the extent that the Courts Delaware Court of the State of Nevada 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, the Indemnitee such person 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. Notwithstanding any other provision of this Article 5, no person shall be indemnified hereunder for any expenses or amounts paid in settlement with respect to any action to recover short-swing profits under Section 16(b) of the Securities Exchange Act of 1934, as amended.

Actions by or in the Right of the Corporation. The Indemnitee corporation shall be entitled to the indemnification rights provided in this Section if he is a indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending pending, or completed action, action or suit or proceeding brought 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 director or agent or fiduciary officer of the Corporationcorporation, or is or was serving at the request of the Corporation corporation as a director, officer, employee, or agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, joint venture or venture, trust, employee benefit plan, or by reason of any act or omission by him in any such capacity. Pursuant to this Section, the Indemnitee shall be indemnified other entity against all expenses (including attorneys' ’ fees), costs and amounts paid in settlement ) actually and reasonably incurred by him in connection with such action, suit or proceeding (including, but not limited to, the investigation, defense or appeal thereof), settlement of such action or suit if liability was precluded by article VII of the corporation’s articles of incorporation or if he acted in good faith and in a manner he reasonably believed to be in or not opposed to be the best interests of the Corporation; providedcorporation, however, provided that no such indemnification shall be made in respect of any claim, issue, or matter as to which applicable law expressly prohibits such indemnification by reason of any adjudication of liability of the Indemnitee person shall have been adjudged to be liable to the Corporationcorporation, or adjudged to be liable on the basis that such person received a financial benefit to which he was not entitled, unless and only to the extent that the Courts of the State of Nevada 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, the Indemnitee such person is fairly and reasonably entitled to indemnity indemnification for such expenses and costs which such the court shall deem proper.

Actions by or in the Right of the Corporation. The Indemnitee shall be entitled To the maximum extent permitted by Nevada law from time to time in effect and subject to the indemnification rights provided in provisions of paragraph (c) of this Section if he is a 1, the Corporation shall indemnify any person (the “Indemnitee”) who was or is 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 Corporation to procure a judgment in its favor by reason of the fact that he the Indemnitee is or was a director, officer, employee or agent or fiduciary of the Corporation, Corporation or is or was serving at the request of the Corporation as a director, officer, employee, employee or agent or fiduciary of another entity, including, but not limited to, another corporation, partnership, joint venture venture, trust or trust, or by reason of any act or omission by him in any such capacity. Pursuant to this Section, the Indemnitee shall be indemnified other enterprise against all expenses (including attorneys' ’ fees), costs and amounts paid in settlement ) actually and reasonably incurred by him the Indemnitee in connection with such action, suit or proceeding (including, but not limited to, the investigation, defense or appeal thereof), settlement of such action or suit if he the Indemnitee acted in good faith and in a manner he the Indemnitee reasonably believed to be in or not opposed to be the best interests of the Corporation; provided, however, Corporation (or such other corporation or organization) and except that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which applicable law expressly prohibits such indemnification by reason of any adjudication of liability of the Indemnitee shall have been adjudged to be liable to the Corporation, Corporation unless - and only to the extent that the Courts of the State of Nevada 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, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses and costs which such other court shall deem proper.

Actions by or in the Right of the Corporation. The Indemnitee Corporation shall be entitled have the power to the indemnification rights provided in this Section if he is a person indemnify any agent who was or is a party or is threatened to be made a party to any threatened, pending pending, or completed action, suit or proceeding brought action by or in the right of the Corporation, or brought under section 5233 of the California Nonprofit Public Benefit Corporation Law, or brought by the Attorney General or a person granted relator status by the Attorney General for breach of duty relating to assets held in charitable trust, to procure a judgment in its favor by reason of the fact that he such person is or was a director, officer, employee or an agent or fiduciary of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent or 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, the Indemnitee shall be indemnified against all expenses (including attorneys' fees), costs and amounts paid in settlement actually and reasonably incurred by him such agent in connection with such action, suit or proceeding (including, but not limited to, the investigation, defense or appeal thereof), settlement of such action if he such agent acted in good faith and faith, in a manner he reasonably the agent believed to be in or not opposed to be the best interests of the Corporation; provided, howeverand with such care, that no such including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. No indemnification shall be made under this section 10.03 in any of the following circumstances: (a) In respect of any claim, issue, or matter as to which applicable law expressly prohibits the agent shall have been adjudged to be liable to the Corporation in the performance of such indemnification by reason of any adjudication of liability of the Indemnitee agent's duty to the Corporation, unless and only to the extent that the Courts of the State of Nevada or the court in which such action proceeding is or suit was brought pending shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee agent is fairly and reasonably entitled to indemnity for such the expenses and costs which such court shall deem properdetermine; (b) Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or (c) Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval, unless it is settled with the approval of the Attorney General.