Common use of Claims Initiated by the Indemnitee Clause in Contracts

Claims Initiated by the Indemnitee. to indemnify or advance Expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings brought to establish or enforce a right to indemnification under this Agreement, the Company’s articles, any other agreement by which the Company is bound, the Act or any other statute or law, or except if such proceedings or claims were authorized or consented to by the Board; or

Claims Initiated by the Indemnitee. to To indemnify or advance Expenses to the Indemnitee with respect to proceedings or claims any Proceeding initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings Proceedings brought to establish or enforce a right to indemnification under this Agreement, the Company’s articles, any other agreement by which the Company is bound, the Act Agreement or any other statute or law, but indemnification or except if such proceedings or claims were authorized or consented to advancement of Expenses may be provided by the BoardCompany in specific cases if the Company’s Board of Directors (or, after a Change in Control has occurred, Independent Counsel) has approved the initiation or bringing of such Proceeding; or

Claims Initiated by the Indemnitee. to To indemnify or advance Expenses expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings the extent that a proceeding or claim is brought by the Indemnitee to establish or enforce a right to indemnification rights under this Agreement; provided, the Company’s articleshowever, any other agreement that such indemnification or advancement of expenses may be provided by which the Company is bound, in specific cases if the Act or any other statute or law, or except if such proceedings or claims were authorized or consented Board of Directors finds it to by the Boardbe appropriate; or

Claims Initiated by the Indemnitee. to To indemnify or advance Expenses to the Indemnitee with respect to proceedings Proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings Proceedings brought to establish or enforce a right to indemnification under this Agreement, the Company’s articles, any other agreement by which the Company is bound, the Act Agreement or any other statute or law, but such indemnification or except if such proceedings or claims were authorized or consented to advancement of Expenses may be provided by the BoardCompany in specific cases if a majority of the Board of Directors finds it to be appropriate; or

Claims Initiated by the Indemnitee. to To indemnify or advance Expenses expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings brought to establish or enforce a right to indemnification under this Agreement, the Company’s articles, any other agreement by which the Company is bound, the Act Agreement or any other statute or lawlaw or otherwise as required under the BCL, but such indemnification or except advancement of expenses may be provided by Company in specific cases if such proceedings or claims were authorized or consented the Board of Directors, at its sole discretion, finds it to by the Board; orbe appropriate;

Claims Initiated by the Indemnitee. to To indemnify or ---------------------------------- advance Expenses expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings brought to establish the extent set forth in Section 8(e) hereof; provided, however, that such indemnification or enforce a right to indemnification under this Agreement, the Company’s articles, any other agreement advancement of expenses may be provided by which the Company is bound, in specific cases if the Act or any other statute or law, or except if such proceedings or claims were authorized or consented Board of Directors finds it to by the Boardbe appropriate; or

Claims Initiated by the Indemnitee. to To indemnify or advance Expenses expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings the extent initiated or brought to establish or enforce a right to indemnification under this AgreementAgreement or as set forth in Section 8(e) hereof; provided, the Company’s articleshowever, any other agreement that such indemnification or advancement of expenses may be provided by which the Company is bound, in specific cases if the Act or any other statute or law, or except if such proceedings or claims were authorized or consented Board of Directors finds it to by the Boardbe appropriate; or

Claims Initiated by the Indemnitee. to To indemnify or advance Expenses to the Indemnitee with respect to proceedings Proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings Proceedings brought to establish or enforce a right to indemnification under this Agreement, the Company’s articles, any other agreement by which the Company is bound, the Act Agreement or any other statute or law, but such indemnification or except if such proceedings or claims were authorized or consented to advancement of Expenses may be provided by the BoardCompany in specific cases if the Board of Directors finds it to be appropriate; or

Claims Initiated by the Indemnitee. to To indemnify or advance Expenses expenses to the Indemnitee with respect to proceedings an action, suit or claims proceeding (or part thereof) initiated or brought voluntarily by the Indemnitee and not by way of defenseIndemnitee, except with respect to proceedings an action, suit or proceeding brought to establish or enforce a right to indemnification under (which shall be governed by the provisions of Section 8(b) of this Agreement), the Company’s articlesunless such action, any other agreement by which the Company is bound, the Act suit or any other statute proceeding (or law, or except if such proceedings or claims were part thereof) was authorized or consented to by the Board; orBoard of Directors.

Claims Initiated by the Indemnitee. to To indemnify or advance Expenses expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings brought to establish or enforce a right to indemnification under this Agreement, the Company’s articles, any other agreement by which the Company is bound, the Act Agreement or any other statute or lawlaw or otherwise as required under Section 78.7501 of the NRS, but such indemnification or except if such proceedings or claims were authorized or consented to advancement of expenses may be provided by the Board; orCompany in specific cases if the Board finds it to be appropriate;

Claims Initiated by the Indemnitee. to To indemnify or advance Expenses expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings brought to establish or enforce a right to indemnification under this Agreement, the Company’s articles, any other agreement by which the Company is bound, the Act Agreement or any other statute or law, but such indemnification or except if such proceedings or claims were authorized or consented to advancement of expenses may be provided by the Board; orCompany in specific cases if the Board of Directors has approved the initiation or bringing of such suit.