Common use of Actions Other Than By The Company Clause in Contracts

Actions Other Than By The Company. The Company shall indemnify any Person who was or is a party, or is threatened to be made party, to any proceeding (other than an action by or in the right of this Company) by reason of the fact that such Person is or was an agent of this Company, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if that Person acted in good faith and in a manner that person reasonably believed to not be contrary to the best Interests of this Company and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of that person was unlawful. The termination of any 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 the person reasonably believed to be in the best interests of this Company or that the Person had reasonable cause to believe that the Person’s conduct was unlawful.

Actions Other Than By The Company. The Company shall indemnify and hold harmless any Person person or Agent who was or is a party, or is threatened to be made a party, to any proceeding Proceeding (other than an action by or in the right of this the Company) by reason of the fact that such Person person is or was an agent Agent of this the Company, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding Proceeding, if that Person person acted in good faith and in a manner that person reasonably believed to not be contrary to in the best Interests interests of this Company the Company, and, in the case of a criminal proceeding, had no reasonable cause to believe the his or her conduct of that person was unlawful. The termination of any proceeding 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 the person reasonably reasonable believed to be in the best interests of this the Company or that the Person person had reasonable cause to believe that the Person’s his or her conduct was unlawful.

Actions Other Than By The Company. The This Company shall indemnify any Person person who was or is a party, or is threatened to be made a party, to any proceeding (other than an action by or in the right of this Company) by reason of the fact that such Person person is or was an agent of this the Company, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if that Person person acted in good faith and in a manner that person reasonably believed to not be contrary to in the best Interests interests of this Company and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of that person was unlawful. The termination of any 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 the person reasonably believed to be in the best interests of this the Company or that the Person person had reasonable cause to believe that the Person’s person's conduct was unlawful.