Common use of Actions other than by or in Clause in Contracts

Actions other than 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, 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 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), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or 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, with respect to any criminal action or proceedings, had no reasonable cause to believe his 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 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 conduct was unlawful.

Actions other than 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, suit suit, or proceeding, whether civil, criminal, administrative administrative, or investigative (other than an action by or in the right of the corporation) Corporation), 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 enterpriseenterprise (all of such persons being hereafter referred to in this Article as a "Corporate Functionary"), against expenses (including attorneys' fees), judgments, fines fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit suit, or proceeding 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, Corporation and, with respect to any criminal action or proceedingsproceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere contenders 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 reasonably believed to be in or not opposed to the best interests of the corporation, andCorporation or, with respect to any criminal action or proceeding, that he had reasonable cause to believe that his conduct was unlawful.

Actions other than 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 or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporationCorporation) 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), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or 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 corporationCorporation, and, with respect to any criminal action or proceedings, had no reasonable cause to believe his 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, equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he be reasonably believed to be in or not opposed to the best interests of the corporationCorporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.