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

Actions other than by or in the Right of the Corporation. The Corporation (i) 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, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise and (ii) may 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, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was an employee or agent of the Corporation, in either case, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding 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, with respect to any criminal action or proceedings, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Actions other than by or in the Right of the Corporation. The Corporation (i) 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, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was or has agreed to become a director director, officer, employee or officer agent of the Corporation, or is or was serving at the request of the Corporation as a director director, officer, employee or officer agent of another corporation, partnership, joint venture, trust or other enterprise and (ii) may indemnify or as a member of any person who was committee or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was an employee or agent of the Corporation, in either casesimilar body, against expenses (including attorneys’ ' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in in, or not opposed to to, the best interests of the Corporation, and, with respect to any criminal action or proceedingsproceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in in, or not opposed to to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, that he had reasonable cause to believe that his or her conduct was unlawful.

Actions other than by or in the Right of the Corporation. The Corporation (i) shall indemnify any person who was or is a party or is threatened to be made a party to or is involved in any threatened, pending pending, or completed action, suit suit, or proceeding, whether civil, criminal, administrative administrative, or investigative (collectively in this Article V, a “Proceeding”) other than an action a Proceeding by or in the right of the Corporation) , by reason of the fact that he or she is or was a director or 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 director, officer, employee, or officer agent of another corporation, partnership, joint venture, trust trust, or other enterprise and (ii) may indemnify any person who was or is a party or is threatened to be made a party to any threatenedenterprise, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was including an employee benefit plan or agent of the Corporationtrust (each such person in this Article V, in either casea “Corporate Functionary”), against expenses (including attorneys’ fees), judgments, fines fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such actionProceeding, suit or proceeding 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, with respect to any criminal action or proceedingsProceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding Proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, andCorporation or, with respect to any criminal action or proceedingProceeding, that he had reasonable cause to believe that his or her conduct was unlawful.