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 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 an Agent (as defined in Section 6.1) 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 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 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 Corporation. The corporation shall 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 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 an Agent (a director or officer of the corporation, or is or was serving at the request of the corporation as defined in Section 6.1) a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other entity against expenses (including attorneys' ’ fees) actually and reasonably incurred by him in connection with the defense or 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 the best interests of the corporation and except corporation, provided 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, 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 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 indemnification for such 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 Corporation shall 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 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 an Agent (as defined in Section 6.1) a Corporate Functionary 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 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 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 Corporation. The corporation Corporation shall indemnify any person who was or is a party or is threatened to be made a party to or involved in any threatened, pending or completed action or suit 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 an Agent (as defined in Section 6.1) a Corporate Functionary against expenses (including attorneys' ’ fees) 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 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 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 which the Delaware Court of Chancery or such other court shall deem proper.