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

Indemnification in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Paragraph 4 if Indemnitee was or is a party to, or is threatened to be made a party to or otherwise involved in, any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of Indemnitee’s Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, 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 Indemnitee’s behalf in connection with such Proceeding, if Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in, or not opposed to, the best interests or the Corporation, except that no indemnification shall be made under this Paragraph 4 in respect to any claim, issue or matter as to which Indemnitee shall have been adjudged by a court of competent jurisdiction, after the exhaustion of all appeals therefrom, to be liable to the Corporation or for amounts paid in settlement to the Corporation, unless and only to the extent that the court before which the Proceeding was brought or 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 indemnity for such Expenses and other amounts as such court shall deem proper.

Indemnification in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify the Indemnitee in accordance with the provisions of this Paragraph 4 if Indemnitee was or is a party to3(b) if, or is threatened to be made a party to or otherwise involved in, any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the Indemnitee’s Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewithwith such status, the Indemnitee was or is a party to or threatened to be made a party to or otherwise involved in any Proceeding by or in the right of the Corporation to procure a judgment in its favor. Pursuant to this Paragraph 3(b), 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 Indemnitee’s behalf of the Indemnitee in connection with such Proceeding, if the Indemnitee acted in good faith and in a manner which the Indemnitee reasonably believed to be in, or not opposed to, the best interests or of the Corporation, except that that, if applicable law so provides, no indemnification shall be made under this Paragraph 4 3(b) in respect to of any claim, issue 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 Corporation or for amounts paid in settlement to the Corporation, unless unless, and only to the extent extent, that the Court of Chancery of Delaware or the court before in which the Proceeding such action or suit was brought or 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 and as the Court of Chancery or such other amounts as such court shall deem proper.

Indemnification in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Paragraph 4 if Indemnitee was or is a party to, to or is threatened to be made a party to or otherwise involved in, in any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of Indemnitee’s 's Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, 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 Indemnitee’s 's behalf in connection with such Proceeding, if Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in, or not opposed to, the best interests or of the Corporation, except that no indemnification shall be made under this Paragraph 4 in respect to of any claim, issue or matter as to which Indemnitee shall have been adjudged by a court of competent jurisdiction, after the exhaustion of all appeals therefrom, to be liable to the Corporation or for amounts paid in settlement to the Corporation, unless and only to the extent that the court before which the Proceeding was brought or other court Court of competent jurisdiction Chancery of Delaware 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 indemnity for such Expenses and other amounts as such court the Court of Chancery shall deem proper.

Indemnification in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify the Indemnitee in accordance with the provisions of this Paragraph Section 4 if the Indemnitee was or is a party to, to or is threatened to be made a party to or otherwise involved in, in any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the Indemnitee’s 's Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, 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 Indemnitee’s behalf of the Indemnitee in connection with such Proceeding, if the Indemnitee acted in good faith and in a manner which the Indemnitee reasonably believed to be in, or not opposed to, the best interests or of the Corporation, except that no indemnification shall be made under this Paragraph Section 4 in respect to of any claim, issue 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 Corporation or for amounts paid in settlement to the Corporation, unless unless, and only to the extent extent, that the Court of Chancery of the State of Delaware or the court before in which the Proceeding such action or suit was brought or 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 and as the Court of Chancery or such other amounts as such court shall deem proper.

Indemnification in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Paragraph 4 if Indemnitee was or is a party to, to or is threatened to be made a party to or otherwise involved in, in any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the Indemnitee’s 's Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, against all Expenses Expenses, judgments, fines, penalties, liabilities or losses and, to the extent permitted by law, judgments, fines, penalties and amounts paid or to be paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s his behalf in connection with such Proceeding, if Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in, or not opposed to, the best interests or of the Corporation, except that no indemnification shall be made under this Paragraph 4 in respect to of any claim, issue issue, or matter as to which Indemnitee shall have been adjudged by a court of competent jurisdiction, after the exhaustion of all appeals therefrom, to be liable to the Corporation or for amounts paid in settlement to the Corporation, unless and only to the extent that the Court of Chancery of Delaware or the court before in which the Proceeding such action or suit was brought or 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 indemnity for such Expenses and as the Court of Chancery or such other amounts as such 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 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 Corporation, 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 Corporation. The Corporation shall indemnify the Indemnitee in accordance with the provisions of this Paragraph 4 if the Indemnitee was or is a party to, to or is threatened to be made a party to or otherwise involved in, in any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the Indemnitee’s 's Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, 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 Indemnitee’s behalf of the Indemnitee in connection with such Proceeding, if the Indemnitee acted in good faith and in a manner which the Indemnitee reasonably believed to be in, or not opposed to, the best interests or of the Corporation, except that no indemnification shall be made under this Paragraph 4 in respect to of any claim, issue 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 Corporation or for amounts paid in settlement to the Corporation, unless unless, and only to the extent extent, that the Court of Chancery of Delaware or the court before in which the Proceeding such action or suit was brought or 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 and as the Court of Chancery or such other amounts as such court shall deem proper.

Indemnification in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Paragraph 4 if Indemnitee was or is a party to, to or is threatened to be made a party to or otherwise involved in, in any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of Indemnitee’s Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, against all Expenses and, to the extent permitted by law, judgmentsjudgment, fines, penalties and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding, if Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in, or not opposed to, the best interests or the Corporation, except that no indemnification shall be made under this Paragraph 4 in respect to any claim, issue or matter as to which Indemnitee shall have been adjudged by a court of competent jurisdiction, after the exhaustion of all appeals therefrom, to be liable to the Corporation or for amounts paid in settlement to the Corporation, unless and only to the extent that the court before which the Proceeding was brought or other court Court of competent jurisdiction Chancery of Delaware 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 indemnity for such Expenses and other amounts as such court the Court of Chancery shall deem proper.

Indemnification in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify the Indemnitee in accordance with the provisions of this Paragraph 4 Section 2(b) if the Indemnitee was or is a party to, to or is threatened to be made a party to or otherwise involved in, in any Proceeding brought by or in the right of the Corporation to procure a judgment in its favor by reason of the Indemnitee’s Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, from and against all Expenses and, to the extent permitted by law, judgments, fines, penalties and amounts paid in settlement actually and reasonably Losses incurred by Indemnitee or on Indemnitee’s behalf of the Indemnitee in connection with such Proceeding, if the Indemnitee acted in good faith and in a manner which the Indemnitee reasonably believed to be in, or not opposed to, the best interests or of the Corporation, except that that, if applicable law so requires, no indemnification shall be made under this Paragraph 4 Section 2(b) in respect to of any claim, issue or matter as as (1) See Article IV, Section 1 of the Bylaws. 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 Corporation or for amounts paid in settlement to the Corporation, unless unless, and only to the extent extent, that the Delaware Chancery Court or any court before in which the Proceeding was brought or 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 and other amounts as such court shall deem properindemnification.

Indemnification in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify the Indemnitee in accordance with the provisions of this Paragraph 4 if the Indemnitee was or is a party to, to or is threatened to be made a party to or otherwise involved in, in any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the Indemnitee’s Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, 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 Indemnitee’s behalf of the Indemnitee in connection with such Proceeding, if the Indemnitee acted in good faith and in a manner which the Indemnitee reasonably believed to be in, or not opposed to, the best interests or of the Corporation, except that no indemnification shall be made under this Paragraph 4 in respect to of any claim, issue 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 Corporation or for amounts paid in settlement to the Corporation, unless unless, and only to the extent extent, that the Court of Chancery of Delaware or the court before in which the Proceeding such action or suit was brought or 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 and as the Court of Chancery or such other amounts as such court shall deem proper.

Indemnification in Proceedings by or in the Right of the Corporation. The Except as limited by law, the Corporation shall indemnify Indemnitee in accordance with the provisions of this Paragraph 4 if Indemnitee was or is a party to, to or is threatened to be made a party to or otherwise involved in, in any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the Indemnitee’s Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewiththerewith or a Proceeding alleging that Indemnitee received an improper personal benefit, 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 Indemnitee’s his behalf in connection with such Proceeding, if Indemnitee he acted in good faith and in a manner which Indemnitee he reasonably believed to be in, or not opposed to, the best interests or of the Corporation, except that no indemnification shall be made under this Paragraph 4 in respect to any claim, issue or matter as to which if Indemnitee shall have been adjudged by a court of competent jurisdiction, after the exhaustion of all appeals therefrom, to be liable to the Corporation or in such Proceeding or, in the absence of such an adjudication, if he is determined to be ineligible for amounts indemnification under the circumstances pursuant to Paragraph 9 of this Agreement; provided, however, that indemnification of Expenses incurred by Indemnitee in successfully defending a Proceeding alleging that he received an improper personal benefit as a result of his Corporate Status may be paid in settlement to the Corporation, unless if and only to the extent that authorized by the court before which the Proceeding was brought or other court Board 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 indemnity for such Expenses and other amounts as such court shall deem properDirectors.

Indemnification in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify the Indemnitee in accordance with the provisions of this Paragraph Section 4 if the Indemnitee was or is a party to, to or is threatened to be made a party to or otherwise involved in, in any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the Indemnitee’s 's Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, against all Expenses and, to the extent permitted by law, judgments, fines, penalties and 2 Amended-Restated Indemnification Agmt V. Crowley 12-05 amounts paid in settlement actually and reasonably incurred reasonaxxx xxxxxxed by Indemnitee or on Indemnitee’s behalf of the Indemnitee in connection with such Proceeding, if the Indemnitee acted in good faith and in a manner which the Indemnitee reasonably believed to be in, or not opposed to, the best interests or of the Corporation, except that no indemnification shall be made under this Paragraph Section 4 in respect to of any claim, issue 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 Corporation or for amounts paid in settlement to the Corporation, unless unless, and only to the extent extent, that the Court of Chancery of the State of Delaware or the court before in which the Proceeding such action or suit was brought or 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 and as the Court of Chancery or such other amounts as such court shall deem proper.

Indemnification in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Paragraph 4 if Indemnitee was or is a party to, to or is threatened to be made a party to or otherwise involved in, in any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of Indemnitee’s 's Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, 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 Indemnitee’s 's behalf in connection with such Proceeding, if Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in, or not opposed to, the best interests or of the Corporation, except that no indemnification shall be made under this Paragraph 4 in respect to of any claim, issue issue, or matter as to which Indemnitee shall have been adjudged by a court of competent jurisdiction, after the exhaustion of all appeals therefrom, to be liable to the Corporation or for amounts paid in settlement to the Corporation, unless and only to the extent that the Court of Chancery of Delaware or the court before in which the Proceeding such action or suit was brought or 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 indemnity for such Expenses and as the Court of Chancery or such other amounts as such court shall deem proper.

Indemnification in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify the Indemnitee in accordance with the provisions of this Paragraph Section 4 if the Indemnitee was or is a party to, to or is threatened to be made a party to or otherwise involved in, in any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the Indemnitee’s 's Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, against all Expenses and, to the extent permitted by law, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred reasonaxxx xxxxxxed by Indemnitee or on Indemnitee’s behalf of the Indemnitee in connection with such Proceeding, if the Indemnitee acted in good faith and in a manner which the Indemnitee reasonably believed to be in, or not opposed to, the best interests or of the Corporation, except that no indemnification shall be made under this Paragraph Section 4 in respect to of any claim, issue 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 Corporation or for amounts paid in settlement to the Corporation, unless unless, and only to the extent extent, that the Court of Chancery of the State of Delaware or the court before in which the Proceeding such action or suit was brought or 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 and as the Court of Chancery or such other amounts as such court shall deem proper.

Indemnification in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify the Indemnitee in accordance with the provisions of this Paragraph Section 4 if the Indemnitee was or is a party to, to or is threatened to be made a party to or otherwise involved in, in any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the Indemnitee’s 's Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, against all Expenses and, to the extent permitted by law, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred reasonxxxx xxxxxxed by Indemnitee or on Indemnitee’s behalf of the Indemnitee in connection with such Proceeding, if the Indemnitee acted in good faith and in a manner which the Indemnitee reasonably believed to be in, or not opposed to, the best interests or of the Corporation, except that no indemnification shall be made under this Paragraph Section 4 in respect to of any claim, issue 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 Corporation or for amounts paid in settlement to the Corporation, unless unless, and only to the extent extent, that the Court of Chancery of the State of Delaware or the court before in which the Proceeding such action or suit was brought or 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 and as the Court of Chancery or such other amounts as such court shall deem proper.

Indemnification in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify the Indemnitee in accordance with the provisions of this Paragraph 4 3 if the Indemnitee was or is a party to, to or is threatened to be made a party to or otherwise involved in, in any Proceeding by or in the right of the Corporation to procure a judgment in its the Corporation’s favor by reason of the Indemnitee’s Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, 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 Indemnitee’s behalf of the Indemnitee in connection with such Proceeding, if the Indemnitee acted in good faith and in a manner which the Indemnitee reasonably believed to be in, or not opposed to, the best interests or of the Corporation, except ; provided that no indemnification shall be made under this Paragraph 4 3 in respect to 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 Corporation or for amounts paid in settlement to the Corporationunless, unless and only to the extent that that, the Court of Chancery of Delaware or the court before in which the Proceeding was such action or suit is brought or 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 and as the Court of Chancery or such other amounts as such court shall deem proper.

Indemnification in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify the Indemnitee in accordance with the provisions of this Paragraph Section 4 if the Indemnitee was or is a party to, to or is threatened to be made a party to or otherwise involved in, in any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the Indemnitee’s 's Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, against all Expenses and, to the extent permitted by law, judgments, fines, penalties and 2 Amended-Restated Indemnification Agmt B. Menezes 12-05 amounts paid in settlement actually and reasonably incurred reasonaxxx xxxxxxed by Indemnitee or on Indemnitee’s behalf of the Indemnitee in connection with such Proceeding, if the Indemnitee acted in good faith and in a manner which the Indemnitee reasonably believed to be in, or not opposed to, the best interests or of the Corporation, except that no indemnification shall be made under this Paragraph Section 4 in respect to of any claim, issue 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 Corporation or for amounts paid in settlement to the Corporation, unless unless, and only to the extent extent, that the Court of Chancery of the State of Delaware or the court before in which the Proceeding such action or suit was brought or 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 and as the Court of Chancery or such other amounts as such court shall deem proper.

Indemnification in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify the Indemnitee in accordance with the provisions of this Paragraph Section 4 if the Indemnitee was or is a party to, to or is threatened to be made a party to or otherwise involved in, in any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the Indemnitee’s 's Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, 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 Indemnitee’s behalf of the Indemnitee in connection with such Proceeding, if the Indemnitee acted in good faith and in a manner which the Indemnitee reasonably believed to be in, or not opposed to, the best interests or of the Corporation, except that no indemnification shall be made under this Paragraph Section 4 in respect to of any claim, issue 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 Corporation or for amounts paid in settlement to the Corporation, unless unless, and only to the extent extent, that the Court of Chancery of Delaware or the court before in which the Proceeding such action or suit was brought or 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 and as the Court of Chancery or such other amounts as such court shall deem proper.

Indemnification in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify the Indemnitee in accordance with the provisions of this Paragraph 4 Section 2(b) if the Indemnitee was or is a party to, to or is threatened to be made a party to or otherwise involved in, in any Proceeding brought by or in the right of the Corporation to procure a judgment in its favor by reason of the Indemnitee’s Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, from and against all Expenses and, to the extent permitted by law, judgments, fines, penalties and amounts paid in settlement actually and reasonably Losses incurred by Indemnitee or on Indemnitee’s behalf of the Indemnitee in connection with such Proceeding, if the Indemnitee acted in good faith and in a manner which the Indemnitee reasonably believed to be in, or not opposed to, the best interests or of the Corporation, except that that, if applicable law so requires, no indemnification shall be made under this Paragraph 4 Section 2(b) in respect to of any claim, issue or matter as ​ 1 See Article IV, Section 1 of the Bylaws. ​ ​ 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 Corporation or for amounts paid in settlement to the Corporation, unless unless, and only to the extent extent, that the Delaware Chancery Court or any court before in which the Proceeding was brought or 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 and other amounts as such court shall deem proper.indemnification. ​

Indemnification in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Paragraph 4 if Indemnitee was or is a party to, to or is threatened to be made a party to or otherwise involved in, in any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the Indemnitee’s 's Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, 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 Indemnitee’s his behalf in connection with such Proceeding, if Indemnitee he acted in good faith and in a manner which Indemnitee he reasonably believed to be in, or not opposed to, the best interests or of the Corporation, except that no indemnification shall be made under this Paragraph 4 in respect to of any claim, issue issue, or matter as to which Indemnitee shall have been adjudged by a court of competent jurisdiction, after the exhaustion of all appeals therefrom, to be liable to the Corporation or for amounts paid in settlement to the Corporation, unless and only to the extent that the Court of Chancery of Delaware or the court before in which the Proceeding such action or suit was brought or 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 indemnity for such Expenses and as the Court of Chancery or such other amounts as such court shall deem proper.

Indemnification in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Paragraph 4 if Indemnitee was or is a party to, to or is threatened to be made a party to or otherwise involved in, in any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of Indemnitee’s his/her Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, 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 Indemnitee’s his/her behalf in connection with such Proceeding, if Indemnitee he/she acted in good faith and in a manner which Indemnitee he/she reasonably believed to be in, or not opposed to, the best interests or of the Corporation, except that no indemnification shall be made under this Paragraph 4 in respect to of any claim, issue issue, or matter as to which Indemnitee shall have been adjudged by a court of competent jurisdiction, after the exhaustion of all appeals therefrom, to be liable to the Corporation or for amounts paid in settlement to the Corporation, unless and only to the extent that the court before which the Proceeding was brought or other court Court of competent jurisdiction Chancery of Delaware 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 indemnity for such Expenses and other amounts as such court the Court of Chancery shall deem proper.

Indemnification in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Paragraph 4 if Indemnitee was or is a party to, to or is threatened to be made a party to or otherwise involved in, in any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the Indemnitee’s 's Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, 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 the Indemnitee’s 's behalf in connection with such Proceeding, if ifthe Indemnitee acted in good faith and in a manner which whichthe Indemnitee reasonably believed to be in, or not opposed to, the best interests or of the Corporation, except that no indemnification shall be made under this Paragraph 4 in respect to of any claim, issue issue, or matter as to which Indemnitee shall have been adjudged by a court of competent jurisdiction, after the exhaustion of all appeals therefrom, to be liable to the Corporation or for amounts paid in settlement to the Corporation, unless and only to the extent that the Court of Chancery of Delaware or the court before in which the Proceeding such action or suit was brought or 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 indemnity for such Expenses and as the Court of Chancery or such other amounts as such court shall deem proper.