Common use of Derivative Actions Clause in Contracts

Derivative Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was an agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, against any and all expenses and liabilities incurred by the Indemnitee in connection with such proceeding if (a) the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, or (b) the Indemnitee, if a director or an officer of the Company, did not act or fail to act in a manner that constituted a breach of the Indemnitee’s fiduciary duties as a director or an officer or such Indemnitee breach of those duties involved intentional misconduct, fraud, or a knowing violation of law; except that no indemnification under this subsection shall be made in respect of any claim, issue, or matter as to which the Indemnitee shall have been adjudged by a court of competent jurisdiction, after the exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the extent that the court in which such proceeding was brought or another court of competent jurisdiction determines upon application that, in view of all the circumstances of the case, the Indemnitee is fairly and reasonable entitled to indemnity for such expenses as the court deems proper; and

Derivative Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was an agent Agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, the Company shall indemnify the Indemnitee against any all Expenses actually and all expenses and liabilities reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of such proceeding if (a) Proceeding, provided the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the Company, or (b) the Indemnitee, if a director or an officer of the Company, did not act or fail to act in a manner that constituted a breach of the Indemnitee’s fiduciary duties as a director or an officer or such Indemnitee breach of those duties involved intentional misconduct, fraud, or a knowing violation of law; except that no indemnification under this subsection Section 4(b) shall be made in respect of to any claim, issue, issue or matter as to which the Indemnitee shall have been finally adjudged by a court of competent jurisdiction, after the exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid in settlement to the Company, by a court of competent jurisdiction unless and only to the extent that the Delaware Court of Chancery or the court in which such proceeding Proceeding was brought or another court of competent jurisdiction determines shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonable reasonably entitled to indemnity for such expenses as amounts which the Delaware Court of Chancery or such other court deems shall deem proper; and.

Derivative Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was an agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, against any and all expenses and liabilities incurred by the Indemnitee in connection with such proceeding if (a) the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, or (b) the Indemnitee, if a director or an officer of the Company, did not act or fail to act in a manner that constituted a breach of the Indemnitee’s fiduciary duties as a director or an officer or such Indemnitee breach of those duties involved intentional misconduct, fraud, or a knowing violation of law; except that no indemnification under this subsection shall be made in respect of any claim, issue, or matter as to which the Indemnitee shall have been adjudged by a court of competent jurisdiction, after the exhaustion of all appeals therefromthere from, to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the extent that the court in which such proceeding was brought or another court of competent jurisdiction determines upon application that, in view of all the circumstances of the case, the Indemnitee is fairly and reasonable entitled to indemnity for such expenses as the court deems proper; and

Derivative Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was an agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, against any and all expenses and liabilities incurred by the Indemnitee in connection with such proceeding if (a) the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, or (b) unless either the Indemnitee, if a director or an officer of the Company, did not ’s act or fail failure to act in a manner that constituted a breach of the Indemnitee’s fiduciary duties as a director or an officer or such Indemnitee the Indemnitee’s breach of those duties involved intentional misconduct, fraud, or a knowing violation of law; except that no indemnification under this subsection shall be made in respect of any claim, issue, or matter as to which the Indemnitee shall have been adjudged by a court of competent jurisdiction, after the exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the extent that the court in which such proceeding was brought or another court of competent jurisdiction determines upon application that, in view of all the circumstances of the case, the Indemnitee is fairly and reasonable entitled to indemnity for such expenses as the court deems proper; and

Derivative Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee he is or at any time was an agent of the Company, or by reason of anything done or not done by the Indemnitee him in any such capacity, against any and all claims, expenses and liabilities liabilities, including without limitation attorneys’ fees, amounts paid in settlement of any such proceeding and all expenses actually and reasonably incurred by the Indemnitee him in connection with the investigation, defense, settlement, or appeal of such proceeding if (a) the Indemnitee he acted in good faith and in a manner the Indemnitee he reasonably believed to be in, or not opposed to, the best interests of the Company, or (b) the Indemnitee, if a director or an officer of the Company, did not act or fail to act in a manner that constituted a breach of the Indemnitee’s fiduciary duties as a director or an officer or such Indemnitee breach of those duties involved intentional misconduct, fraud, or a knowing violation of law; except that no indemnification under this subsection shall be made in respect of any claim, issue, issue or matter as to which the Indemnitee such person shall have been adjudged by finally adjudged, in a court of competent jurisdiction, after the exhaustion of all appeals therefromjudgment not subject to appeal, to be liable to the Company or for amounts paid by a court of competent jurisdiction due to willful misconduct of a culpable nature in settlement the performance of his duty to the Company, unless and only to the extent that the Court of Chancery in Delaware or the court in which such proceeding was brought or another court of competent jurisdiction determines shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee such person is fairly and reasonable reasonably entitled to indemnity for such expenses as amounts which the Court of Chancery or such other court deems shall deem proper; andand/or Exception for Amounts Covered by Insurance. Notwithstanding the foregoing, the Company shall not be obligated to indemnify the Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) to the extent such have been paid directly to the Indemnitee by D&O Insurance.

Derivative Actions. If the Indemnitee is a person who was or is a party party, or is threatened to be made a party party, to any proceeding Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was an agent Agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, against any and all expenses Expenses and liabilities of any type whatsoever (including, but not limited to, legal fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of such proceeding Proceeding, if (a) the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the Company, or (b) the Indemnitee, if a director or an officer of the Company, did not act or fail to act in a manner that constituted a breach of the Indemnitee’s fiduciary duties as a director or an officer or such Indemnitee breach of those duties involved intentional misconduct, fraud, or a knowing violation of law; except that no indemnification under this subsection shall be made made, and Indemnitee shall repay all amounts previously advanced by the Company, in respect of any claim, issue, issue or matter as to for which the Indemnitee shall have been adjudged by is judged in a court of competent jurisdictionfinal, after the exhaustion of all appeals therefrom, non-appealable decision to be liable to the Company or for amounts paid by a court of competent jurisdiction due to willful misconduct in settlement the performance of Indemnitee’s duties to the Company, unless and only to the extent that the court in which such proceeding Proceeding was brought or another court of competent jurisdiction determines upon application shall determine that, despite the adjudication of liability but in view of all of the circumstances of the case, the Indemnitee is fairly and reasonable reasonably entitled to indemnity for such expenses as indemnification. 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 Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the court deems proper; best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful.

Derivative Actions. If From and after the Effective Date, the Company shall indemnify the Indemnitee is a person who to the fullest extent permitted by applicable law when he was or is a party is, or is threatened to be made made, a party to or a participant in any proceeding threatened, pending or completed action, suit, arbitration, alternative dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether civil, criminal, administrative or investigative, by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee he is or was an or had agreed to become a director, officer, employee or agent of the Company, or by reason is or was serving at the request of anything done the Company as a director, officer, employee, or not done by the Indemnitee in any such capacityagent of another corporation, partnership, joint venture, trust or other enterprise, against any expenses (including, without limitation, attorneys’ fees and all expenses expenses) actually and liabilities reasonably incurred by the Indemnitee him or on his behalf in connection with the defense or settlement of such action, suit or proceeding and any appeal therefrom or any claim, issue or matter therein if (a) the Indemnitee he acted in good faith and in a manner the Indemnitee he reasonably believed to be in, in or not opposed to, to the best interests of the Company, or (b) the Indemnitee, if a director or an officer of the Company, did not act or fail to act in a manner that constituted a breach of the Indemnitee’s fiduciary duties as a director or an officer or such Indemnitee breach of those duties involved intentional misconduct, fraud, or a knowing violation of law; except that no indemnification under this subsection shall be made in respect of any claim, issue, issue or matter as to which the Indemnitee shall have been fully adjudged by a court of competent jurisdiction, after the exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the extent that the Delaware Court of Chancery, or the court in which such action, suit or proceeding is or was brought or another court of competent jurisdiction determines brought, shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, the Indemnitee is fairly and reasonable reasonably entitled to indemnity for such expenses as and then only to the extent that the Delaware Court of Chancery or such other court deems proper; andshall determine.

Derivative Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was an agent Agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, the Company shall indemnify the Indemnitee against any all Expenses actually and all expenses and liabilities reasonably incurred by the Indemnitee Indemnitee, or on the Indemnitee’s behalf, in connection with the investigation, defense, settlement or appeal of such proceeding if (a) Proceeding, provided the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the Company, or (b) the Indemnitee, if a director or an officer of the Company, did not act or fail to act in a manner that constituted a breach of the Indemnitee’s fiduciary duties as a director or an officer or such Indemnitee breach of those duties involved intentional misconduct, fraud, or a knowing violation of law; except that no indemnification under this subsection Section 4(b) shall be made in respect of to any claim, issue, issue or matter as to which the Indemnitee shall have been finally adjudged by a court of competent jurisdiction, after the exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid in settlement to the Company, by a court of competent jurisdiction unless and only to the extent that the Court of Chancery of the State of Delaware (the “Delaware Court”) or the court in which such proceeding Proceeding was brought or another court of competent jurisdiction determines shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonable reasonably entitled to indemnity for such expenses as amounts which the Delaware Court or such other court deems shall deem proper; and.

Derivative Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee he is or was an agent of the Company, or by reason of anything done or not done by the Indemnitee him in any such capacity, the Company shall indemnify the Indemnitee against any amounts paid in settlement of any such proceeding and all expenses actually and liabilities reasonably incurred by the Indemnitee him in connection with the investigation, defense, settlement or appeal of such proceeding if (a) the Indemnitee he acted in good faith and in a manner the Indemnitee he reasonably believed to be in, or not opposed to, the best interests of the Company; provided, or (b) the Indemniteehowever, if a director or an officer of the Company, did not act or fail to act in a manner that constituted a breach of the Indemnitee’s fiduciary duties as a director or an officer or such Indemnitee breach of those duties involved intentional misconduct, fraud, or a knowing violation of law; except that no indemnification under this subsection shall be made in respect of any claim, issue, issue or matter as to which the Indemnitee such person shall have been finally adjudged by a court of competent jurisdiction, after the exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid by a court of competent jurisdiction due to willful misconduct of a culpable nature in settlement the performance of his duty to the Company, unless and only to the extent that the Court of Chancery or the court in which such proceeding was brought or another court of competent jurisdiction determines shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee such person is fairly and reasonable reasonably entitled to indemnity for such expenses as amounts which the Court of Chancery or such other court deems shall deem proper; . Notwithstanding the preceding, it is the intention of the parties hereto that Indemnitee shall be indemnified to the full extent authorized or permitted by Delaware Law and, therefore, to the extent Delaware Law shall permit broader contractual indemnification, this contract shall be deemed amended to incorporate such broader indemnification.

Derivative Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was or had agreed to become an agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, the Company shall indemnify Indemnitee against any amounts paid in settlement of any such proceeding and all expenses actually and liabilities reasonably incurred by the Indemnitee him in connection with the investigation, defense, settlement, or appeal of such proceeding if (a) the proceeding, provided Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the CompanyCompany and its stockholders. The Company shall indemnify Indemnitee against judgments, or (b) fines, ERISA excise taxes and penalties to the Indemniteesame extent and subject to the same conditions as described in the immediately preceding sentence. Notwithstanding the foregoing, if a director or an officer of the Company, did not act or fail to act in a manner that constituted a breach of the Indemnitee’s fiduciary duties as a director or an officer or such Indemnitee breach of those duties involved intentional misconduct, fraud, or a knowing violation of law; except that no indemnification under this subsection 4(c) shall be made in respect of any claim, issue, issue or matter as to which the Indemnitee shall have been finally adjudged by a court of competent jurisdiction, after the exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid in settlement to the Company, by a court of competent jurisdiction unless (and only to the extent that that) the court in which such proceeding was brought or another court the Court of competent jurisdiction determines Chancery of Delaware shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonable reasonably entitled to indemnity for such expenses as amounts which the court deems shall deem proper; and.

Derivative Actions. If the Indemnitee is a person who was or is a party party, or is threatened to be made a party party, to any proceeding Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was an agent Agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, against any and all expenses Expenses and liabilities of any type whatsoever (including, but not limited to, legal fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of such proceeding Proceeding, if (a) the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the Company, or (b) the Indemnitee, if a director or an officer of the Company, did not act or fail to act in a manner that constituted a breach of the Indemnitee’s fiduciary duties as a director or an officer or such Indemnitee breach of those duties involved intentional misconduct, fraud, or a knowing violation of law; Company; except that no indemnification under this subsection shall be made made, and Indemnitee shall repay all amounts previously advanced by the Company, in respect of any claim, issue, issue or matter as to for which the Indemnitee shall have been adjudged by is judged in a court of competent jurisdictionfinal, after the exhaustion of all appeals therefrom, non-appealable decision to be liable to the Company or for amounts paid by a court of competent jurisdiction due to willful misconduct in settlement the performance of Indemnitee’s duties to the Company, unless and only to the extent that the court in which such proceeding Proceeding was brought or another court of competent jurisdiction determines upon application shall determine that, despite the adjudication of liability but in view of all of the circumstances of the case, the Indemnitee is fairly and reasonable reasonably entitled to indemnity for such expenses as indemnification. 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 Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the court deems proper; best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable ​ ​ cause to believe that Xxxxxxxxxx’s conduct was unlawful.

Derivative Actions. If the Indemnitee is a person who was or is a party party, or is threatened to be made a party party, to any proceeding Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was an agent Agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, against any and all expenses Expenses and liabilities of any type whatsoever (including, but not limited to, legal fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of such proceeding Proceeding, if (a) the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the Company, or (b) the Indemnitee, if a director or an officer of the Company, did not act or fail to act in a manner that constituted a breach of the Indemnitee’s fiduciary duties as a director or an officer or such Indemnitee breach of those duties involved intentional misconduct, fraud, or a knowing violation of law; except that no indemnification under this subsection shall be made made, and Indemnitee shall repay all amounts previously advanced by the Company, in respect of any claim, issue, issue or matter as to for which the Indemnitee shall have been adjudged by is judged in a court of competent jurisdictionfinal, after the exhaustion of all appeals therefrom, non-appealable decision to be liable to the Company or for amounts paid by a court of competent jurisdiction due to willful misconduct in settlement the INDEMNIFICATION AGREEMENT: ______________ performance of Indemnitee’s duties to the Company, unless and only to the extent that the court in which such proceeding Proceeding was brought or another court the Court of competent jurisdiction determines upon application Chancery of Delaware shall determine that, despite the adjudication of liability but in view of all of the circumstances of the case, the Indemnitee is fairly and reasonable reasonably entitled to indemnity for such expenses as indemnity. 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 court deems proper; Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the Indemnitee’s conduct was unlawful.

Derivative Actions. If The Corporation shall indemnify to the Indemnitee is a fullest extent authorized or permitted by Delaware law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), 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 by or in the right of the Company Corporation to procure a judgment in its favor by reason of the fact that the Indemnitee such person is or was an agent a director or officer of the CompanyCorporation, or by reason is or was serving at the request of anything done the Corporation as a director, officer or not done by trustee, of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, whether the Indemnitee basis of such a proceeding is alleged action in an official capacity as a director or officer or in any such capacityother capacity while serving as a director, officer or trustee, against any and all expenses (including attorneys’ fees) actually and liabilities reasonably incurred by the Indemnitee such person in connection with the defense or settlement of such proceeding action or suit if (a) the Indemnitee such person acted in good faith and in a manner the Indemnitee such person reasonably believed to be in, in or not opposed to, to the best interests of the CompanyCorporation, or (b) the Indemnitee, if a director or an officer of the Company, did not act or fail to act in a manner that constituted a breach of the Indemnitee’s fiduciary duties as a director or an officer or such Indemnitee breach of those duties involved intentional misconduct, fraud, or a knowing violation of law; except that no indemnification under this subsection shall be made in with respect of to any claim, issue, issue or matter as to which the Indemnitee such person shall have been adjudged by a court of competent jurisdiction, after the exhaustion of all appeals therefrom, to be liable for negligence or misconduct in the performance of such person’s duty to the Company or for amounts paid in settlement to the Company, Corporation unless and only to the extent that the Court of Chancery of Delaware or the court in which such proceeding action or suit was brought or another court of competent jurisdiction determines shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee such person is fairly and reasonable reasonably entitled to indemnity for such expenses as the Court of Chancery of Delaware or such other court deems shall deem proper; and.

Derivative Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was an agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, against any and all expenses and liabilities incurred by the Indemnitee in connection with such proceeding if (a) the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, or (b) the Indemnitee, if a director or an officer of the Company, did not act or fail to act in a manner that constituted a breach of the Indemnitee’s 's fiduciary duties as a director or an officer or such Indemnitee breach of those duties involved intentional misconduct, fraud, or a knowing violation of law; except that no indemnification under this subsection shall be made in respect of any claim, issue, or matter as to which the Indemnitee shall have been adjudged by a court of competent jurisdiction, after the exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the extent that the court in which such proceeding was brought or another court of competent jurisdiction determines upon application that, in view of all the circumstances of the case, the Indemnitee is fairly and reasonable entitled to indemnity for such expenses as the court deems proper; and

Derivative Actions. If From and after the Effective Date, the Company shall indemnify the Indemnitee is a person who to the fullest extent permitted by applicable law when she was or is a party is, or is threatened to be made made, a party to or a participant in any proceeding threatened, pending or completed action, suit, arbitration, alternative dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether civil, criminal, administrative or investigative, by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee she is or was an or had agreed to become a director, officer, employee or agent of the Company, or by reason is or was serving at the request of anything done the Company as a director, officer, employee, or not done by the Indemnitee in any such capacityagent of another corporation, partnership, joint venture, trust or other enterprise, against any expenses (including, without limitation, attorneys’ fees and all expenses expenses) actually and liabilities reasonably incurred by the Indemnitee her or on her behalf in connection with the defense or settlement of such action, suit or proceeding and any appeal therefrom or any claim, issue or matter therein if (a) the Indemnitee she acted in good faith and in a manner the Indemnitee she reasonably believed to be in, in or not opposed to, to the best interests of the Company, or (b) the Indemnitee, if a director or an officer of the Company, did not act or fail to act in a manner that constituted a breach of the Indemnitee’s fiduciary duties as a director or an officer or such Indemnitee breach of those duties involved intentional misconduct, fraud, or a knowing violation of law; except that no indemnification under this subsection shall be made in respect of any claim, issue, issue or matter as to which the Indemnitee shall have been fully adjudged by a court of competent jurisdiction, after the exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the extent that the Delaware Court of Chancery, or the court in which such action, suit or proceeding is or was brought or another court of competent jurisdiction determines brought, shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, the Indemnitee is fairly and reasonable reasonably entitled to indemnity for such expenses as and then only to the extent that the Delaware Court of Chancery or such other court deems proper; andshall determine.

Derivative Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was an agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, against any and all expenses and liabilities incurred by the Indemnitee in connection with such proceeding if (a) the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, or (b) the Indemnitee, if a director or an officer of the Company, did not act or fail to act in a manner that constituted a breach of the Indemnitee’s fiduciary duties as a director or an officer or such Indemnitee breach of those duties involved intentional misconduct, fraud, or a knowing violation of law; except that no indemnification under this subsection shall be made in respect of any claim, issue, or matter as to which the Indemnitee shall have been adjudged by a court of competent jurisdiction, after the exhaustion of all appeals therefromthereform, to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the extent that the court in which such proceeding was brought or another court of competent jurisdiction determines upon application that, in view of all the circumstances of the case, the Indemnitee is fairly and reasonable entitled to indemnity for such expenses as the court deems proper; and

Derivative Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was an agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, against any and all expenses and liabilities incurred by the Indemnitee in connection with such proceeding if (a) the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, or (b) unless either the Indemnitee, if a director or an officer of the Company, did not ’s act or fail failure to act in a manner that constituted a breach of the Indemnitee’s fiduciary duties as a director or an officer or such Indemnitee the Indemnitee’s breach of those duties involved intentional misconduct, fraud, or a knowing violation of law; except that no indemnification under this subsection shall be made in respect of any claim, issue, or matter as to which the Indemnitee shall have been adjudged by a court of competent jurisdiction, after the exhaustion of all appeals therefromthereform, to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the extent that the court in which such proceeding was brought or another court of competent jurisdiction determines upon application that, in view of all the circumstances of the case, the Indemnitee is fairly and reasonable entitled to indemnity for such expenses as the court deems proper; and

Derivative Actions. If the Indemnitee is a person who was or is a party party, or is threatened to be made a party party, to any proceeding Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was an agent Agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, against any and all expenses Expenses and liabilities of any type whatsoever (including, but not limited to, legal fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of such proceeding Proceeding, if (a) the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the Company, or (b) the Indemnitee, if a director or an officer of the Company, did not act or fail to act in a manner that constituted a breach of the Indemnitee’s fiduciary duties as a director or an officer or such Indemnitee breach of those duties involved intentional misconduct, fraud, or a knowing violation of law; except that no indemnification under this subsection shall be made made, and Indemnitee shall repay all amounts previously advanced by the Company, in respect of any claim, issue, issue or matter as to for which the Indemnitee shall have been adjudged by is judged in a court of competent jurisdictionfinal, after the exhaustion of all appeals therefrom, non-appealable decision to be liable to the Company or for amounts paid by a court of competent jurisdiction due to willful misconduct in settlement the performance of Indemnitee’s duties to the Company, unless and only to the extent that the court in which such proceeding Proceeding was brought or another court of competent jurisdiction determines upon application shall determine that, despite the adjudication of liability ​ ​ ​ ​ ​ ​ but in view of all of the circumstances of the case, the Indemnitee is fairly and reasonable reasonably entitled to indemnity for such expenses as indemnification. 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 Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the court deems proper; best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful.

Derivative Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding Proceeding by or in the right of the Company Verigy US to procure a judgment in its favor by reason of the fact that the Indemnitee he or she is or was serving Verigy US or an agent Affiliate of the CompanyVerigy US as an Indemnifiable Person, or by reason of anything done or not done by the Indemnitee in any such capacitycapacity as an Indemnifiable Person, or by reason of an Indemnifiable Event, against any and all expenses Expenses and liabilities Other Liabilities incurred by the Indemnitee in connection with the inquiry, investigation, defense, settlement, or appeal of such proceeding Proceeding if (a) the Indemnitee acted in good faith and in a manner the Indemnitee he or she reasonably believed to be in, in or not opposed to, to the best interests of the Company, or (b) the Indemnitee, if a director or an officer of the Company, did not act or fail to act in a manner that constituted a breach of the Indemnitee’s fiduciary duties as a director or an officer or such Indemnitee breach of those duties involved intentional misconduct, fraud, or a knowing violation of lawVerigy US; except that no indemnification under this subsection shall be made in respect of any claim, issue, issue or matter as to which the Indemnitee such person shall have been finally adjudged by a court of competent jurisdiction, after the exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid in settlement to the CompanyVerigy US, unless and only to the extent that the court in which such proceeding Proceeding was brought or another court of competent jurisdiction determines shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee such person is fairly and reasonable reasonably entitled to indemnity for such expenses as amounts which the court deems shall deem proper; andprovided, however, that in the event that Indemnitee shall be adjudged to be liable to Verigy US, Verigy US shall use its best efforts to obtain a ruling of the court in which the Proceeding is brought to the effect that Indemnitee is nevertheless fairly and reasonably entitled to indemnification to the greatest extent possible.

Derivative Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was an agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, against any and all expenses and liabilities incurred by the Indemnitee in connection with such proceeding if (a) the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, or (b) the Indemnitee, if a director or an officer of the Company, did not act or fail to act in a manner that constituted a breach of the Indemnitee’s fiduciary duties as a director or an officer or such Indemnitee breach of those duties involved intentional misconduct, fraud, or a knowing violation of law; except that no indemnification under this subsection shall be made in respect of any claim, issue, or matter as to which the Indemnitee shall have been adjudged by a court of competent jurisdiction, after the exhaustion of all appeals therefromthereform, to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the extent that the court in which such proceeding was brought or another court of competent jurisdiction determines upon application that, in view of all the circumstances of the case, the Indemnitee is fairly and reasonable entitled to indemnity for such expenses as the court deems proper; and

Derivative Actions. If the Indemnitee is a person who or was or is a party to or is threatened to be made a party to any proceeding Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was an agent of the CompanyAgent, or by reason of anything done or not done by the Indemnitee in any such capacity, the Indemnitee shall be indemnified against any and any and all expenses Liabilities and liabilities Expenses actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of such proceeding Proceeding if (a) the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the Company, or (b) the Indemnitee, if a director or an officer of the Company, did not act or fail to act in a manner that constituted a breach of the Indemnitee’s fiduciary duties as a director or an officer or such Indemnitee breach of those duties involved intentional misconduct, fraud, or a knowing violation of law; except that no indemnification under this subsection Section 3(b) shall be made in respect of any claim, issue, issue or matter as to which the Indemnitee shall have been finally adjudged to be liable to the Company, after the time for an appeal has expired, by a court of competent jurisdiction, after jurisdiction because of the exhaustion willful misconduct of all appeals therefrom, to be liable a culpable nature in the performance of the Indemnitee’s duty to the Company or for amounts paid in settlement to the Company, unless and only to the extent that the court in which such proceeding Proceeding was brought or another court shall determine, upon application, that despite such adjudication of competent jurisdiction determines upon application thatliability, but in view of all the circumstances of the case, the Indemnitee such person is fairly and reasonable reasonably entitled to indemnity for such expenses as amounts which the court deems shall deem proper; and. Notwithstanding the foregoing, the Company shall not be obligated to indemnify the Indemnitee for Liabilities or Expenses which have been paid directly to the Indemnitee under the D&O Insurance or any “tail” insurance described in Section 2(b).

Derivative Actions. If the Indemnitee is a person who was or is a party party, or is threatened to be made a party party, to any proceeding Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was an agent Agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, against any and all expenses Expenses and liabilities of any type whatsoever (including, but not limited to, legal fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of such proceeding Proceeding, if (a) the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the Company, or (b) the Indemnitee, if a director or an officer of the Company, did not act or fail to act in a manner that constituted a breach of the Indemnitee’s fiduciary duties as a director or an officer or such Indemnitee breach of those duties involved intentional misconduct, fraud, or a knowing violation of law; except that no indemnification under this subsection shall be made made, and Indemnitee shall repay all amounts previously advanced by the Company, in respect of any claim, issue, issue or matter as to for which the Indemnitee shall have been adjudged by is judged in a court of competent jurisdictionfinal, after the exhaustion of all appeals therefrom, non-appealable decision to be liable to the Company or for amounts paid by a court of competent jurisdiction due to willful misconduct in settlement the performance of Indemnitee's duties to the Company, unless and only to the extent that the court in which such proceeding Proceeding was brought or another court of competent jurisdiction determines upon application shall determine that, despite the adjudication of liability but in view of all of the circumstances of the case, the Indemnitee is fairly and reasonable reasonably entitled to indemnity for such expenses as indemnification. 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 Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the court deems proper; best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee's conduct was unlawful.

Derivative Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding by or in the right of the Predecessor or the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was an agent of the CompanyPredecessor, or by reason of anything done or not done by the Indemnitee in any such capacity, against any and all expenses and liabilities incurred by the Indemnitee in connection with such proceeding if (a) the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, Predecessor or (b) the Indemnitee, if a director or an officer of the Company, did not act or fail to act in a manner that constituted a breach of the Indemnitee’s fiduciary duties as a director manager or an officer or such Indemnitee breach of those duties involved intentional misconduct, fraud, or a knowing violation of law; except that no indemnification under this subsection shall be made in respect of any claim, issue, or matter as to which the Indemnitee shall have been adjudged by a court of competent jurisdiction, after the exhaustion of all appeals therefrom, to be liable to the Company Predecessor or for amounts paid in settlement to the CompanyPredecessor, unless and only to the extent that the court in which such proceeding was brought or another court of competent jurisdiction determines upon application that, in view of all the circumstances of the case, the Indemnitee is fairly and reasonable entitled to indemnity for such expenses as the court deems proper; and

Derivative Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was an agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, against any and all expenses and liabilities incurred by the Indemnitee in connection with such proceeding if (a) the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, Company or (b) the Indemnitee, if a director or an officer of the Company, did not act or fail to act in a manner that constituted a breach of the Indemnitee’s fiduciary duties as a director or an officer or such Indemnitee breach of those duties involved intentional misconduct, fraud, or a knowing violation of law; except that no indemnification under this subsection shall be made in respect of any claim, issue, or matter as to which the Indemnitee shall have been adjudged by a court of competent jurisdiction, after the exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the extent that the court in which such proceeding was brought or another court of competent jurisdiction determines upon application that, in view of all the circumstances of the case, the Indemnitee is fairly and reasonable entitled to indemnity for such expenses as the court deems proper; and

Derivative Actions. If the Indemnitee is a person who was or is ------------------ a party or is threatened to be made a party to any proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee he is or was an agent of the Company, or by reason of anything done or not done by the Indemnitee him in any such capacity, the Company shall indemnify the Indemnitee against any amounts paid in settlement of any such proceeding and all expenses actually and liabilities reasonably incurred by the Indemnitee him in connection with the investigation, defense, settlement or appeal of such proceeding if (a) the Indemnitee he acted in good faith and in a manner the Indemnitee he reasonably believed to be in, or not opposed to, the best interests of the Company; provided, or (b) the Indemniteehowever, if a director or an officer of the Company, did not act or fail to act in a manner that constituted a breach of the Indemnitee’s fiduciary duties as a director or an officer or such Indemnitee breach of those duties involved intentional misconduct, fraud, or a knowing violation of law; except that no indemnification under this subsection -------- ------- shall be made in respect of any claim, issue, issue or matter as to which the Indemnitee such person shall have been finally adjudged by a court of competent jurisdiction, after the exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid by a court of competent jurisdiction due to willful misconduct of a culpable nature in settlement the performance of his duty to the Company, unless and only to the extent that the Court of Chancery or the court in which such proceeding was brought or another court of competent jurisdiction determines shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee such person is fairly and reasonable reasonably entitled to indemnity for such expenses as amounts which the Court of Chancery or such other court deems shall deem proper; . Notwithstanding the preceding, it is the intention of the parties hereto that Indemnitee shall be indemnified to the full extent authorized or permitted by Delaware Law and, therefore, to the extent Delaware Law shall permit broader contractual indemnification, this contract shall be deemed amended to incorporate such broader indemnification.