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. Subject to Sections 4 and 13 hereof, the Company shall indemnify and hold harmless the Indemnitee from and against any and all expenses (including attorneys' fees) and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, prosecution, settlement or appeal of, or being or preparing to be a witness in, or participating in, any threatened, pending or completed action, suit, investigation that the Indemnitee in good faith believes might lead to the institution of such action, or proceeding by or in the right of the Company to procure a judgment in its favor, whether civil, criminal, administrative or investigative, and to which the Indemnitee was or is a party or is threatened to be made a party or was or is a witness or participate or may participate in by reason of the fact that the Indemnitee is or was an officer, director, manager, consultant, stockholder, employee or agent of the Company or any of its subsidiaries, or is or was serving at the request of the Company or any of its subsidiaries as an officer, director, consultant, partner, trustee, 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 the Indemnitee in any such capacity or capacities, provided that (i) 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, (ii) indemnification for amounts paid in settlement shall not exceed the estimated expense of litigating the proceeding to conclusion and (iii) no indemnification shall be made under this Section 2 in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable unless, and only to the extent that, the court in which such proceeding was brought (or any 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, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

Indemnification in Proceedings by or in the Right of the Company. Subject to Sections 4 and 13 hereof, the The Company shall indemnify indemnify, defend, and hold harmless the Indemnitee from and against against, and shall compensate and reimburse Indemnitee for, any and all expenses (including attorneys' fees) and Expenses and, to the extent permitted by law, amounts paid in settlement actually and reasonably that are directly or indirectly suffered or incurred by the Indemnitee in connection with the investigation, defense, prosecution, settlement or appeal as a result of, or being are directly or preparing to be a witness in, or participating inindirectly connected with, any threatened, pending or completed action, suit, investigation that the Indemnitee in good faith believes might lead to the institution of such action, action or proceeding by or in the right of the Company to procure a judgment in its favor, whether civil, criminal, administrative or investigative, and to which the Indemnitee is or was or is a party party, or is threatened to be made a party party, by reason of, or arising from, the fact that Indemnitee is or was a member of the Company’s Board, or is the board of directors of any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee in his role as a witness member of the Company’s Board or participate or may participate in by reason of the fact that the Indemnitee is or was an officer, director, manager, consultant, stockholder, employee or agent of the Company or any of its subsidiaries, or is or was serving at the request of the Company or any of its subsidiaries as an a director, officer, directoremployee, consultant, partner, trustee, employee agent or agent fiduciary of the Company or of another corporation, partnership, joint venture, trust, employee benefit plan trust or other enterprise, or by reason of anything done or provided however, that the Company shall not done by the be obligated to indemnify Indemnitee in any such capacity or capacities, provided that under this Section 2: (i1) the unless 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 (ii2) indemnification for amounts paid in settlement shall not exceed the estimated expense of litigating the proceeding to conclusion and (iii) no indemnification shall be made under this Section 2 in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable unlessto the Company, unless and only to the extent that, that the court in which such action or proceeding is or was brought (or any other court of competent jurisdiction) pending 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 indemnity for such expenses which such Expenses and then only to the extent that the court shall deem properdetermine. The termination of any action 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 (i) Indemnitee did not act in good faith, or (ii) Indemnitee did not act in a manner which Indemnitee reasonably believed to be in the best interests of the Company. Anyone seeking to overcome the presumption that Indemnitee is entitled to indemnification under this Section 2 shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Indemnification in Proceedings by or in the Right of the Company. Subject to Sections 4 and 13 hereof, the The Company shall indemnify indemnify, defend and hold harmless the Indemnitee from and against against, and shall compensate and reimburse Indemnitee for, any and all expenses (including attorneys' fees) and Expenses and, to the extent permitted by law, amounts paid in settlement actually and reasonably that are directly or indirectly suffered or incurred by the Indemnitee in connection with the investigation, defense, prosecution, settlement or appeal as a result of, or being are directly or preparing to be a witness in, or participating inindirectly connected with, any threatened, pending or completed action, suit, investigation that the Indemnitee in good faith believes might lead to the institution of such action, or proceeding Proceeding by or in the right of the Company to procure a judgment in its favor, whether civil, criminal, administrative or investigative, and to which the Indemnitee is or was or is a party party, or is threatened to be made a party or was or is a witness or participate or may participate in party, by reason of of, or arising from, the fact that the Indemnitee is or was an officer, director, manager, consultant, stockholder, employee or agent officer of the Company or any of its subsidiariessubsidiaries or a member of the Company's Board, by reason of any action or inaction on the part of Indemnitee in Indemnitee’s role as an officer of the Company or any of its subsidiaries or a member of the Company's Board or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director or any officer of its subsidiaries the Company or as an a director, officer, director, consultanttrustee, partner, trusteemanaging member, fiduciary, employee or agent of another any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; provided, or by reason of anything done or however, that the Company shall not done by the be obligated to indemnify Indemnitee in any such capacity or capacities, provided that under this Section 2: (i1) the unless 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 (ii2) indemnification for amounts paid in settlement shall not exceed the estimated expense of litigating the proceeding to conclusion and (iii) no indemnification shall be made under this Section 2 in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable unlessto the Company by a court of competent jurisdiction due to willful misconduct of a culpable nature in the performance of Indemnitee’s duty to the Company, unless and only to the extent that, that the court in which such proceeding Proceeding is or was brought (or any other court of competent jurisdiction) pending 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 indemnity for such expenses which such Expenses and then only to the extent that the court shall deem properdetermine. 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 (i) Indemnitee did not act in good faith or (ii) Indemnitee did not act in a manner which Indemnitee reasonably believed to be in the best interests of the Company. Anyone seeking to overcome the presumption that Indemnitee is entitled to indemnification under this Section 2 shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Indemnification in Proceedings by or in the Right of the Company. Subject to Sections Section 4 and Section 13 hereof, the Company shall indemnify and hold harmless the Indemnitee from and against any and all expenses (including attorneys' ’ fees) and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, prosecution, settlement or appeal of, or being or preparing to be a witness in, or participating in, any threatened, pending or completed action, suit, investigation that the Indemnitee in good faith believes might lead to the institution of such action, or proceeding by or in the right of the Company to procure a judgment in its favor, whether civil, criminal, administrative or investigative, and to which the Indemnitee was or is a party or is threatened to be made a party or was or is a witness or participate or may participate in by reason of the fact that the Indemnitee is or was an officer, director, manager, consultant, stockholder, employee or agent of the Company or any of its subsidiaries, or is or was serving at the request of the Company or any of its subsidiaries as an officer, director, consultant, partner, trustee, 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 the Indemnitee in any such capacity or capacities, provided that (i) 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, (ii) indemnification for amounts paid in settlement shall not exceed the estimated expense of litigating the proceeding to conclusion and (iii) no indemnification shall be made under this Section 2 in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable unless, and only to the extent that, the court in which such proceeding was brought (or any 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, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.