Common use of Effect of Certain Resolutions Clause in Contracts

Effect of Certain Resolutions. Neither the settlement or termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not 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 best interests of the Company or, with respect to any criminal Proceeding, had reasonable cause to believe that Indemnitee’s action was unlawful.

Effect of Certain Resolutions. Neither the settlement or termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a an adverse presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not 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 best interests of the Company or, with respect to any criminal Proceedingaction or proceeding, had reasonable cause to believe that Indemnitee’s 's action was unlawful.

Effect of Certain Resolutions. Neither the settlement or nor termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a an adverse presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not 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 best interests of the Company or, with respect to any criminal Proceedingaction or proceeding, had reasonable cause to believe that Indemnitee’s action was unlawful.

Effect of Certain Resolutions. Neither the settlement or termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a an adverse presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not 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 best interests of the Company or, with respect to any criminal Proceedingaction or proceeding, had reasonable cause to believe that Indemnitee’s action was unlawful.

Effect of Certain Resolutions. Neither the settlement or termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not 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 best interests of the Company or, with respect to any criminal Proceeding, had reasonable cause to believe that Indemnitee’s 's action was unlawful.

Effect of Certain Resolutions. Neither the settlement or nor termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding Proceeding by judgment, order, settlement, conviction, conviction or upon a plea of nolo contendere or its equivalent shall not 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 best interests of the Company or, with respect to any criminal Proceeding, had reasonable cause to believe that Indemnitee’s action was unlawful.

Effect of Certain Resolutions. Neither the settlement or termination of any Proceeding nor the failure of the a Company to award indemnification or to determine that indemnification is payable shall create a an adverse presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not 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 best interests of the a Company or, with respect to any criminal Proceedingaction or proceeding, had reasonable cause to believe that Indemnitee’s action was unlawful.

Effect of Certain Resolutions. Neither the settlement or nor termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a an adverse presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not 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 best interests of the Company or, with respect to any criminal Proceedingaction or proceeding, had reasonable cause to believe that Indemnitee’s 's action was unlawful.

Effect of Certain Resolutions. Neither the settlement or termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a an adverse presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not 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 best interests of the Company or, with respect to any criminal Proceedingaction or proceeding, had reasonable cause to believe that Indemnitee’s 's action was unlawful.

Effect of Certain Resolutions. Neither the settlement or termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not 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 best interests of the Company or, with respect to any criminal Proceedingaction or proceeding, had reasonable cause to believe that Indemnitee’s 's action was unlawful.

Effect of Certain Resolutions. Neither the settlement or nor termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not 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 best interests of the Company or, with respect to any criminal Proceeding, had reasonable cause to believe that Indemnitee’s action was unlawful.

Effect of Certain Resolutions. Neither the settlement or termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a an adverse presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not create a presumption that Indemnitee is liable under Section 78.138 or did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceedingaction or proceeding, had reasonable cause to believe that Indemnitee’s action conduct was unlawful.

Effect of Certain Resolutions. Neither the settlement or termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not 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 best interests of the Company or, with respect to any criminal Proceedingaction or proceeding, had reasonable cause to believe that Indemnitee’s action was unlawful.

Effect of Certain Resolutions. Neither the settlement or termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a an adverse presumption that the Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Company or, with respect to any criminal Proceedingaction or proceeding, had reasonable cause to believe that the Indemnitee’s 's action was unlawful.

Effect of Certain Resolutions. Neither the settlement or termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a an adverse presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not 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 best interests of the Company or, with respect to any criminal Proceedingaction or proceeding, had reasonable cause to believe that Indemnitee’s action was unlawful.

Effect of Certain Resolutions. Neither the settlement or termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere NOLO CONTENDERE or its equivalent shall not 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 best interests of the Company or, with respect to any criminal Proceeding, had reasonable cause to believe that Indemnitee’s 's action was unlawful.

Effect of Certain Resolutions. Neither the settlement or termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding Proceeding by judgment, order, settlement, or conviction, except as pursuant to Section 3 hereof, or by settlement or upon a plea of nolo contendere or its equivalent shall not 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 best interests of the Company or, with respect to any criminal Proceeding, had reasonable cause to believe that Indemnitee’s 's action was unlawful.

Effect of Certain Resolutions. Neither the settlement or termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a presumption that an Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding Proceeding against the Company (and not the Indemnitee) by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not create a presumption that such Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceedingaction or proceeding, had reasonable cause to believe that such Indemnitee’s action was unlawful.

Effect of Certain Resolutions. Neither the settlement or nor termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a an adverse presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not 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 best interests of the Company or, with respect to any criminal action or Proceeding, had reasonable cause to believe that Indemnitee’s action was unlawful.

Effect of Certain Resolutions. Neither the settlement or termination ----------------------------- of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a an adverse presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not 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 best interests of the Company or, with respect to any criminal Proceedingaction or proceeding, had reasonable cause to believe that Indemnitee’s 's action was unlawful.

Effect of Certain Resolutions. Neither the settlement or termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not 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 best interests of the Company or, with respect to any criminal Proceeding, had reasonable cause to believe that Indemnitee’s action was unlawful.

Effect of Certain Resolutions. Neither the settlement or nor termination of any Proceeding nor the failure of the Company Corporation to award indemnification or to determine that indemnification is payable shall create a an adverse presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not 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 best interests of the Company Corporation or, with respect to any criminal Proceedingaction or proceeding, had reasonable cause to believe that Indemnitee’s action was unlawful.

Effect of Certain Resolutions. Neither the settlement or nor termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a an adverse presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not 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 best interests of the Company or, with respect to any criminal Proceedingaction or proceeding, had reasonable cause to believe that Indemnitee’s action was unlawful.

Effect of Certain Resolutions. Neither the settlement or nor termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a an adverse presumption that the Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Company or, with respect to any criminal Proceedingaction or proceeding, had reasonable cause to believe that the Indemnitee’s 's action was unlawful.

Effect of Certain Resolutions. Neither the settlement or termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not 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 best interests of the Company or, with respect to any criminal Proceeding, had reasonable cause to believe that Indemnitee’s 's action was unlawful.

Effect of Certain Resolutions. Neither the settlement or termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding Proceeding by judgment, order, settlement, or conviction, except as pursuant to ss. 3 hereof, or by settlement or upon a plea of nolo contendere or its equivalent shall not 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 best interests of the Company or, with respect to any criminal Proceeding, had reasonable cause to believe that Indemnitee’s 's action was unlawful.

Effect of Certain Resolutions. Neither the settlement or termination of any Proceeding proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a presumption that the Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not create a presumption that the 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 or, with respect to any criminal Proceeding, had reasonable cause to believe that Indemnitee’s action was unlawful.

Effect of Certain Resolutions. Neither the settlement or termination of any Proceeding nor the failure of the Company Corporation to award indemnification or to determine that indemnification is payable shall create a presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not create a presumption that Indemnitee did not act in good faith and in a manner which that Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Company Corporation or, with respect to any criminal Proceeding, had reasonable cause to believe that Indemnitee’s action was unlawful.

Effect of Certain Resolutions. 7.1 Neither the settlement or nor termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a an adverse presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not 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 best interests of the Company or, with respect to any criminal Proceedingaction or proceeding, had reasonable cause to believe that Indemnitee’s action was unlawful.

Effect of Certain Resolutions. Neither the settlement or termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding Proceeding by judgment, order, settlement, or conviction, except as pursuant to § 3 hereof, or by settlement or upon a plea of nolo contendere or its equivalent shall not 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 best interests of the Company or, with respect to any criminal Proceeding, had reasonable cause to believe that Indemnitee’s action was unlawful.

Effect of Certain Resolutions. Neither the settlement or termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a creates an adverse presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall does not create a presumption that Indemnitee did not act in good faith and in a manner which that Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Company or, with respect to any criminal Proceedingaction or proceeding, had reasonable cause to believe that Indemnitee’s 's action was unlawful.

Effect of Certain Resolutions. Neither the settlement or termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a crate an adverse presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not 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 best interests of the Company or, with respect to any criminal Proceedingaction or proceeding, had reasonable cause to believe that Indemnitee’s 's action was unlawful.

Effect of Certain Resolutions. Neither the settlement or termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding Proceeding by judgment, order, settlement, settlement or conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not 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 best interests of the Company or, with respect to any criminal Proceeding, had reasonable cause to believe that Indemnitee’s 's action was unlawful.

Effect of Certain Resolutions. Neither the settlement or nor termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a an adverse presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in acted with gross negligence or not opposed to the best interests of the Company wilful misconduct or, with respect to any criminal Proceedingaction or proceeding, had reasonable cause to believe that Indemnitee’s action was unlawful.

Effect of Certain Resolutions. Neither the settlement or nor termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a an adverse presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not 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 best interests of the Company or, with respect to any criminal Proceedingaction or proceeding, had reasonable cause to believe that Indemnitee’s action was unlawful.

Effect of Certain Resolutions. Neither the settlement or nor termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a an adverse presumption that the Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Company or, with respect to any criminal Proceedingaction or proceeding, had reasonable cause to believe that the Indemnitee’s action was unlawful.

Effect of Certain Resolutions. Neither the settlement or termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding Proceeding against the Company (and not the Indemnitee) by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not 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 best interests of the Company or, with respect to any criminal Proceedingaction or proceeding, had reasonable cause to believe that Indemnitee’s action was unlawful.

Effect of Certain Resolutions. Neither the settlement or termination of any Proceeding proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a an adverse presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not 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 best interests of the Company or, with respect to any criminal Proceedingaction or proceeding, had reasonable cause to believe that Indemnitee’s 's action was unlawful.

Effect of Certain Resolutions. Neither the settlement or termination ----------------------------- of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a an adverse presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere contendes or its equivalent shall not 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 best interests of the Company or, with respect to any criminal Proceedingaction or proceeding, had reasonable cause to believe that Indemnitee’s 's action was unlawful.

Effect of Certain Resolutions. Neither the settlement or termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a an adverse presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere contendre or its equivalent shall not 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 best interests of the Company or, with respect to any criminal Proceedingaction or proceeding, had reasonable cause to believe that Indemnitee’s 's action was unlawful.

Effect of Certain Resolutions. Neither the settlement or termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not 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 best interests of the Company or, with respect to any criminal Proceeding, had reasonable cause to believe that Indemnitee’s action was unlawful.with

Effect of Certain Resolutions. Neither the settlement or termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding Proceeding by judgment, order, settlement, or conviction, except as pursuant to Section 3 hereof, or by settlement or upon a plea of nolo contendere or its equivalent shall not 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 best interests of the Company or, with respect to any criminal Proceeding, had reasonable cause to believe that Indemnitee’s action was unlawful.

Effect of Certain Resolutions. Neither the settlement or nor termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not 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 best interests of the Company or, with respect to any criminal Proceeding, had reasonable cause to believe that Indemnitee’s 's action was unlawful.

Effect of Certain Resolutions. Neither the settlement or termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a an adverse presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not 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 best interests of the Company or, with respect to any criminal Proceedingaction or proceeding, had reasonable cause to believe that Indemnitee’s 's action was unlawful.

Effect of Certain Resolutions. Neither the settlement or ----------------------------- termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a an adverse presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not 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 best interests of the Company or, with respect to any criminal Proceedingaction or proceeding, had reasonable cause to believe that Indemnitee’s 's action was unlawful.

Effect of Certain Resolutions. Neither the settlement or termination of any Proceeding nor the failure of the Company Indemnitors to award indemnification or to determine that indemnification is payable shall create a presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not 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 best interests of the Company Indemnitors or, with respect to any criminal Proceeding, had reasonable cause to believe that Indemnitee’s action was unlawful.