Common use of Indemnification in Proceedings by or in the Right of the Company Clause in Contracts

Indemnification in Proceedings by or in the Right of the Company. The Company shall indemnify and hold harmless Indemnitee in accordance with the provisions of this Section 4 if, by reason of his Corporate Status, Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that any court in which the Proceeding was brought or the Delaware Court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Expenses as the court shall deem proper.

Indemnification in Proceedings by or in the Right of the Company. The Company shall indemnify and hold harmless Indemnitee the Executive in accordance with the provisions of this Section 4 if, by reason of his Corporate Status, Indemnitee was, is, 1.4(b) if the Executive was or is threatened to be made, a party to or threatened to be made a participant (as a witness party to or otherwise) otherwise involved in any Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant favor by reason of the Executive’s Corporate Status (as defined below) or by reason of any action alleged to this Section 4have been taken or omitted in connection therewith, Indemnitee shall be indemnified against all Expenses and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred by Indemnitee or on his behalf of the Executive in connection with such Proceeding or any claim, issue or matter thereinProceeding, if Indemnitee the Executive acted in good faith and in a manner he which the Executive reasonably believed to be in in, or not opposed to to, the best interests of the Company. Notwithstanding the foregoing, except that no indemnification shall be made under this Section 4 1.4(b) in respect of any claim, issue issue, or matter as to which Indemnitee the Executive shall have been finally adjudged by a court to be liable to the Company, unless unless, and only to the extent extent, that any the Court of Chancery of Delaware or the court in which the Proceeding such action or suit was brought or the Delaware Court shall determine upon application that, despite the adjudication of such liability but in view of all the circumstances of the case, Indemnitee the Executive is fairly and reasonably entitled to indemnification indemnity for such Expenses as the Court of Chancery or such other court shall deem proper.

Indemnification in Proceedings by or in the Right of the Company. The Company shall indemnify and hold harmless Indemnitee in accordance with the provisions of this Section 4 if, by reason of his Corporate Status, Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4Xxxxxxx 0, Indemnitee shall be Xxxxxxxxxx xxxxx xx indemnified against all Expenses actually and reasonably incurred by Indemnitee or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that any court in which the Proceeding was brought or the Delaware Court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Expenses as the court shall deem proper.

Indemnification in Proceedings by or in the Right of the Company. The Subject to Paragraph 13, the Company shall indemnify and hold harmless the Indemnitee in accordance with the provisions of this Section Paragraph 4 if, by reason of his Corporate Status, if the Indemnitee was, is, was or is threatened to be made, a party to or threatened to be made a participant (as a witness party to or otherwise) otherwise involved in any Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant favor by reason of the Indemnitee’s Corporate Status or by reason of any action alleged to this Section 4have been taken or omitted in connection therewith, Indemnitee shall be indemnified against all Expenses and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred by Indemnitee or on his behalf of the Indemnitee in connection with such Proceeding or any claim, issue or matter thereinProceeding, if the Indemnitee acted in good faith and in a manner he which the Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Company. Notwithstanding the foregoing, except that no indemnification shall be made under this Section Paragraph 4 in respect of any claim, issue issue, or matter as to which the Indemnitee shall have has been finally adjudged by a court to be liable to the Company, unless unless, and only to the extent extent, that any a court of competent jurisdiction or the court in which the Proceeding such action or suit was brought or the Delaware Court shall determine determines upon application that, despite the adjudication of such liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnification indemnity for such Expenses as the court shall deem deems proper.

Indemnification in Proceedings by or in the Right of the Company. The Company shall indemnify and hold harmless Indemnitee in accordance with the provisions of this Section 4 if, by reason of his Corporate Status, if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding brought by or in the right of the Company or any Enterprise to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted acted, in good faith and in faith, for a manner purpose which he reasonably believed to be in, or, in or the case of service for any Enterprise, not opposed to to, the best interests of the Company. Notwithstanding the foregoing, no No indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that any the court in which the Proceeding action was brought or the Delaware Court shall determine brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Expenses as the court shall deem deems proper.

Indemnification in Proceedings by or in the Right of the Company. The Company shall indemnify and hold harmless Indemnitee in accordance with the provisions of this Section 4 if, by reason of his Corporate Status, if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall be indemnified and held harmless against all Expenses actually and reasonably incurred by Indemnitee or on his Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no No indemnification or hold harmless for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that any court in which the Proceeding was brought or the Delaware Court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Expenses as the court shall deem properindemnification.

Indemnification in Proceedings by or in the Right of the Company. The Company Indemnitor shall indemnify and hold harmless the Indemnitee in accordance with the provisions of this Section Paragraph 4 if, by reason of his Corporate Status, if the Indemnitee was, is, was or is threatened to be made, a party to or threatened to be made a participant (as a witness party to or otherwise) otherwise involved in any Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant favor by reason of the Indemnitee’s Corporate Status or by reason of any action alleged to this Section 4have been taken or omitted in connection therewith, Indemnitee shall be indemnified against all Expenses and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred by Indemnitee or on his behalf of the Indemnitee in connection with such Proceeding or any claim, issue or matter thereinProceeding, if the Indemnitee acted in good faith and in a manner he which the Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Company. Notwithstanding the foregoing, except that no indemnification shall be made under this Section Paragraph 4 in respect of any claim, issue issue, or matter as to which the Indemnitee shall have has been finally adjudged by a court to be liable to the Company, unless unless, and only to the extent extent, that any a court of competent jurisdiction or the court in which the Proceeding such action or suit was brought or the Delaware Court shall determine determines upon application that, despite the adjudication of such liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnification indemnity for such Expenses as the court shall deem deems proper.

Indemnification in Proceedings by or in the Right of the Company. The Company shall indemnify and hold harmless Indemnitee in accordance with the provisions of this Section 4 if, by reason of his Corporate Status, if Indemnitee was, iswas or is a party to, or is threatened to be made, made a party to or a participant (as a witness or otherwise) in otherwise involved in, any Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant favor by reason of Indemnitee’s Corporate Status or by reason of any action alleged to this Section 4have been taken or omitted in connection therewith, Indemnitee shall be indemnified against all Expenses and, to the extent permitted by law, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter thereinProceeding, if Indemnitee acted in good faith and in a manner he which Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of or the Company. Notwithstanding the foregoing, except that no indemnification shall be made under this Section 4 in respect of to any claim, issue or matter as to which 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, unless and only to the extent that any the court in before which the Proceeding was brought or the Delaware Court other court of competent jurisdiction shall determine upon application that, despite the adjudication of such liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification indemnity for such Expenses and other amounts as the such court shall deem proper.

Indemnification in Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify and hold harmless Indemnitee be entitled to the indemnification rights provided in accordance with the provisions of this Section 4 if, by reason of his Corporate Status, 2(b) if the Indemnitee was, is, was or is a party or is threatened to be made, made a party to or a participant (as a witness or otherwise) in any Proceeding brought by or in the right of the Company to procure a judgment in its favorfavor by reason of the fact that the Indemnitee is or was an officer, director or Designated Executive of the Company, or is or was an officer, director or Designated Executive of the Company serving at the request of the Company as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of anything done or not done by such Indemnitee in any such capacity (including prior to the date of this Agreement). Pursuant to this Section 4Section, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee (or on his behalf behalf) in connection with the defense or settlement of such Proceeding or any claim, issue or matter therein, if so long as the Indemnitee acted in good faith Good Faith and in a manner he that the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, that no such indemnification shall be made under this Section 4 in respect of any claim, issue issue, or matter as to which the Indemnitee shall have has been finally adjudged by a court to be liable to the Company, unless and only to the extent that any the Court of Chancery of the State of Delaware or the court in which the such Proceeding was brought or the Delaware Court 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 reasonably entitled to indemnification Indemnification for such Expenses as the court shall deem proper.

Indemnification in Proceedings by or in the Right of the Company. The Company shall indemnify and hold harmless Indemnitee Executive in accordance with the provisions of this Section Paragraph 4 if, by reason of his Corporate Status, Indemnitee was, is, if Executive was or is threatened to be made, a party to or threatened to be made a participant (as a witness party to or otherwise) otherwise involved in any Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant favor by reason of Executive’s Corporate Status or by reason of any action alleged to this Section 4have been taken or omitted in connection therewith, Indemnitee shall be indemnified against all Expenses Expenses, judgments, fines, penalties, liabilities or losses and, to the extent permitted by law, amounts paid or to be paid in settlement actually and reasonably incurred by Indemnitee Executive or on his behalf in connection with such Proceeding or any claim, issue or matter thereinProceeding, if Indemnitee Executive acted in good faith and in a manner he which Executive reasonably believed to be in in, or not opposed to to, the best interests of the Company. Notwithstanding the foregoing, except that no indemnification shall be made under this Section Paragraph 4 in respect of any claim, issue issue, or matter as to which Indemnitee Executive shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that any the Court of Chancery of Delaware or the court in which the Proceeding such action or suit was brought or the Delaware Court shall determine upon application that, despite the adjudication of such liability but in view of all the circumstances of the case, Indemnitee Executive is fairly and reasonably entitled to indemnification indemnity for such Expenses as the Court of Chancery or such other court shall deem proper. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Executive did not act in good faith and in a manner which Executive reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal Proceeding, had reasonable cause to believe that his conduct was unlawful.

Indemnification in Proceedings by or in the Right of the Company. The Company shall indemnify and hold harmless the Indemnitee in accordance with the provisions of this Section Paragraph 4 if, by reason of his Corporate Status, if the Indemnitee was, is, was or is threatened to be made, a party to or threatened to be made a participant (as a witness party to or otherwise) otherwise involved in any Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant favor by reason of the Indemnitee’s Corporate Status or by reason of any action alleged to this Section 4have been taken or omitted in connection therewith, Indemnitee shall be indemnified against all Expenses and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred by Indemnitee or on his behalf of the Indemnitee in connection with such Proceeding or any claim, issue or matter thereinProceeding, if the Indemnitee acted in good faith and in a manner he which the Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Company. Notwithstanding the foregoing, except that no indemnification shall be made under this Section Paragraph 4 in respect of any claim, issue issue, or matter as to which the Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless unless, and only to the extent extent, that any a court of competent jurisdiction or the court in which the Proceeding such action or suit was brought or the Delaware Court shall determine upon application that, despite the adjudication of such liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnification indemnity for such Expenses as the court shall deem proper.

Indemnification in Proceedings by or in the Right of the Company. The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law in accordance with the provisions of this Section 4 if, by reason of his Corporate Status, if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding brought by or in the right of the Company or any Enterprise to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall be indemnified by the Company to the fullest extent permitted by law against all Expenses actually and reasonably suffered or incurred by Indemnitee him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted acted, in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, that, no indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that the Delaware Court or any court in which the Proceeding was brought or the Delaware Court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Expenses as the court shall deem properindemnification.

Indemnification in Proceedings by or in the Right of the Company. The Subject to this Section and Section 2, the Company shall indemnify and hold harmless Indemnitee in accordance with the provisions of this Section 4 if, by reason of his Corporate Status, Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness or otherwise) from and against any and all Liabilities in any Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant , whether civil, criminal, administrative or investigative, and to this Section 4, which Indemnitee shall was or is a party or is threatened to be indemnified against all Expenses actually and reasonably incurred made a party or was or is a witness or participant or may participate in by reason of the fact of Indemnitee’s Corporate Status or by reason of any action taken or not taken by Indemnitee in any such capacity or on his behalf in connection with such Proceeding or any claimcapacities, issue or matter thereinprovided that, if (i) Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Company. Notwithstanding , (ii) indemnification for amounts paid in settlement shall not exceed the foregoing, estimated expense of litigating the Proceeding to conclusion and (iii) no indemnification shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Companyunless, unless and only to the extent that any that, the court in which the such Proceeding was brought (or the Delaware Court any other court of competent jurisdiction), shall determine upon application that, despite the adjudication of any such liability but in view of all of the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification indemnity for such Expenses as the expenses which such court shall deem proper.

Indemnification in Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify and hold harmless Indemnitee be entitled to the indemnification rights provided in accordance with the provisions of this Section 4 if, by reason of his Corporate Status, if such Indemnitee was, is, was or is a party or is threatened to be made, made a party to or a participant (as a witness or otherwise) in any Proceeding brought by or in the right of the Company to procure a judgment in its favorfavor by reason of the fact that such Indemnitee is or was an officer of the Company, or is or was an officer of the Company serving at the request of the Company as a director, officer, designated executive, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of anything done or not done by such Indemnitee in any such capacity. Pursuant to this Section 4Section, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by such Indemnitee or on his behalf in connection with the defense or settlement of such Proceeding or any claim, issue or matter therein, if so long as such Indemnitee acted in good faith Good Faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, that no such indemnification shall be made under this Section 4 in respect of any claim, issue issue, or matter as to which the Indemnitee shall have has been finally adjudged by a court to be liable to the Company, unless and only to the extent that any the Court of Chancery of the State of Delaware or the court in which the such Proceeding was brought or the Delaware Court 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 reasonably entitled to indemnification Indemnification for such Expenses as the court shall deem proper.

Indemnification in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee, his executors, and hold harmless Indemnitee administrators in accordance with the provisions of this Section 4 if, by reason of his Corporate Status, 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 43, Indemnitee shall be indemnified against all Expenses actually and reasonably Expenses, but not Losses, incurred by Indemnitee him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no No indemnification for Expenses shall be made under this Section 4 3 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that any court in which the Proceeding was brought or the Delaware Court of Chancery shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Expenses as which the Delaware Court of Chancery or such other court shall deem proper.

Indemnification in Proceedings by or in the Right of the Company. The Company shall indemnify and hold harmless Indemnitee in accordance with the provisions of this Section 4 if, by reason of his Corporate Status, if Indemnitee was, is, or is threatened to be made, a party to or threatened to be made a participant (as a witness party to or otherwise) otherwise involved in any Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant favor by reason of Indemnitee’s Corporate Status or by reason of any action alleged to this Section 4have been taken or omitted in connection therewith, Indemnitee shall be indemnified against all Expenses and, to the extent permitted by law, judgment, fines, penalties and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter thereinProceeding, if Indemnitee acted in good faith and in a manner he which Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of or the Company. Notwithstanding the foregoing, except that no indemnification shall be made under this Section 4 in respect of to any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the extent that any a court in which the Proceeding was brought or the Delaware Court of proper jurisdiction shall determine upon application that, despite the adjudication of liability but that in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification indemnity for such Expenses as the such court shall deem proper.

Indemnification in Proceedings by or in the Right of the Company. The Company shall indemnify and hold harmless the Indemnitee in accordance with the provisions of this Section Paragraph 4 if, by reason of his Corporate Status, if the Indemnitee was, is, was or is threatened to be made, a party to or threatened to be made a participant (as a witness party to or otherwise) otherwise involved in any Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant favor by reason of the Indemnitee’s Corporate Status or by reason of any action alleged to this Section 4have been taken or omitted in connection therewith, Indemnitee shall be indemnified against all Expenses and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred by Indemnitee or on his behalf of the Indemnitee in connection with such Proceeding or any claim, issue or matter thereinProceeding, if the Indemnitee acted in good faith and in a manner he which the Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Company. Notwithstanding the foregoing, except that no indemnification shall be made under this Section Paragraph 4 in respect of any claim, issue issue, or matter as to which the Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless unless, and only to the extent extent, that any a court of competent jurisdiction in Bermuda or the court in which the Proceeding such action or suit was brought or the Delaware Court shall determine upon application that, despite the adjudication of such liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnification indemnity for such Expenses as the court shall deem proper.

Indemnification in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee, his executors, and hold harmless Indemnitee administrators in accordance with the provisions of this Section 4 if, by reason of his Corporate Status, 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 43, Indemnitee shall be indemnified against all Expenses actually and reasonably Expenses, but not Losses, incurred by Indemnitee him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no No indemnification for Expenses shall be made under this Section 4 3 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that any court in which the Proceeding was brought or the Delaware Court Nevada court of appropriate jurisdiction shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Expenses as which the Nevada court of appropriate jurisdiction or such other court shall deem proper.

Indemnification in Proceedings by or in the Right of the Company. The Company shall indemnify and hold harmless Indemnitee in accordance with the provisions of this Section 4 if, by reason of his Corporate Status, if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall be indemnified and held harmless against all Expenses actually and reasonably incurred by Indemnitee or on his Indemnitee's behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no No indemnification or hold harmless for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that any court in which the Proceeding was brought or the Delaware Court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Expenses as the court shall deem properindemnification.