Common use of Actions, Suits and Proceedings Other than by or in the Right of the Corporation Clause in Contracts

Actions, Suits and Proceedings Other than 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 (other than an action 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 with 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; provided further, that notwithstanding anything herein contained to the contrary, any settlement of a Proceeding must be approved in advance in writing by the Corporation (which approval shall not be unreasonably withheld). 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 Corporation is barred and prohibited by governing law from providing indemnification to the Indemnified Party.