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

Actions or Suits by or in the Right of the Corporation. The Corporation shall indemnify the Indemnified Party in accordance with the provisions of this Agreement if the Indemnified Party is a party, or is threatened to be made a party, to any Proceeding brought against the Indemnified Party by or in the right of the Corporation, to the greatest extent permitted by governing law, against all Expenses actually and reasonably incurred by the Indemnified Party or on the Indemnified Party’s behalf in connection which such Proceeding and any appeal therefrom, unless it is determined by final, non-appealable order of a court of competent jurisdiction that governing law bars and prohibits the Corporation from providing such indemnification; except that indemnification shall be made in respect of any claim, issue or matter as to which the Indemnified Party shall have been adjudged to be liable to the Corporation by final, non-appealable order of a court of competent jurisdiction only to the extent that it is determined by final, non-appealable order of a court of competent jurisdiction, upon application, that, despite the adjudication of such liability but in view of all the circumstances of the case, the Indemnified Party is fairly and reasonably entitled to indemnity for Expenses in respect of such claim, issue or matter to the extent such court shall deem proper.