Common use of Indemnification in Third Party Proceedings Clause in Contracts

Indemnification in Third Party Proceedings. The Company shall indemnify the Employee in accordance with the provisions of this Section 13.1 if the Employee was or is a party to or threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Company to procure a judgment in its favor) by reason of the Employee’s Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, against all Expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by or on behalf of the Employee in connection with such Proceeding, if the Employee acted in good faith and in a manner which the Employee reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal Proceeding, had no reasonable cause to believe that his conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of guilty or nolo contendere or its equivalent, shall not, of itself, create a presumption that the Employee did not act in good faith and in a manner which the Employee 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 Third Party Proceedings. The Company Corporation shall indemnify the Employee Indemnitee in accordance with the provisions of this Section 13.1 Paragraph 3 if the Employee Indemnitee was or is a party to or threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Company Corporation to procure a judgment in its favor) by reason of the EmployeeIndemnitee’s Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, against all Expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by or on behalf of the Employee Indemnitee in connection with such Proceeding, if the Employee Indemnitee acted in good faith and in a manner which the Employee Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company Corporation and, with respect to any criminal Proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of guilty or nolo contendere or its equivalent, shall not, of itself, create a presumption that the Employee Indemnitee did not act in good faith and in a manner which the Employee Indemnitee reasonably believed to be in, or not opposed to, the best interests of the CompanyCorporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Indemnification in Third Party Proceedings. The Company shall indemnify the Employee in accordance with the provisions of this Section 13.1 if the Employee was or is a party to or threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Company to procure a judgment in its favor) by reason of the Employee’s Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, against all Expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by or on behalf of the Employee in connection with such Proceeding, if the Employee acted in good faith and in a manner which the Employee reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal Proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of guilty or nolo contendere or its equivalent, shall not, of itself, create a presumption that the Employee did not act in good faith and in a manner which the Employee 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 or her conduct was unlawful.

Indemnification in Third Party Proceedings. The Company Corporation shall indemnify the Employee Indemnitee in accordance with the provisions of this Section 13.1 Paragraph 3 if the Employee Indemnitee was or is a party to or threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Company Corporation to procure a judgment in its favor) by reason of the EmployeeIndemnitee’s Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, against all Expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf of the Employee in connection with such Proceeding, if the Employee Indemnitee acted in good faith and in a manner which the Employee Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company Corporation and, with respect to any criminal Proceeding, had no reasonable cause to believe that his Indemnitee’s conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of guilty or nolo contendere contendere, or its equivalent, shall not, of itself, create a presumption that the Employee Indemnitee did not act in good faith and in a manner which the Employee Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, Corporation and, with respect to any criminal Proceeding, had reasonable cause to believe that his Indemnitee’s conduct was unlawful.

Indemnification in Third Party Proceedings. The Company Corporation shall indemnify the Employee Indemnitee in accordance with the provisions of this Section 13.1 Paragraph 3 if the Employee Indemnitee was or is a party to or threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Company Corporation to procure a judgment in its favor) by reason of the Employee’s Indemnitee's Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, against all Expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by or on behalf of the Employee Indemnitee in connection with such Proceeding, if the Employee Indemnitee acted in good faith and in a manner which that the Employee Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company Corporation and, with respect to any criminal Proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of guilty or nolo contendere or its equivalent, shall not, of itself, create a presumption that the Employee Indemnitee did not act in good faith and in a manner which that the Employee Indemnitee reasonably believed to be in, or not opposed to, the best interests of the CompanyCorporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Indemnification in Third Party Proceedings. The Company Corporation shall indemnify the Employee Indemnitee in accordance with the provisions of this Section 13.1 Paragraph 3 if the Employee Indemnitee was or is a party to to, or is threatened to be made a party to or otherwise involved in in, any Proceeding (other than a Proceeding by or in the right of the Company Corporation to procure a judgment in its favor) by reason of the EmployeeIndemnitee’s Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, against all Expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf of the Employee in connection with such Proceeding, if the Employee Indemnitee acted in good faith and in a manner which the Employee Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company Corporation and, with respect to any criminal Proceeding, had no reasonable cause to believe that his Indemnitee’s conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of guilty or nolo contendere contendere, or its equivalent, shall not, of itself, create a presumption that the Employee Indemnitee did not act in good faith and in a manner which the Employee Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, Corporation and, with respect to any criminal Proceeding, had reasonable cause to believe that his Indemnitee’s conduct was unlawful.

Indemnification in Third Party Proceedings. The Company shall indemnify the Employee Indemnitee in accordance with the provisions of this Section 13.1 Paragraph 3 if the Employee Indemnitee was or is a party to or threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Company to procure a judgment in its favor) by reason of the EmployeeIndemnitee’s Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, against all Expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by or on behalf of the Employee Indemnitee in connection with such Proceeding, if the Employee Indemnitee acted in good faith and in a manner which the Employee Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal Proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of guilty or nolo contendere or its equivalent, shall not, of itself, create a presumption that the Employee Indemnitee did not act in good faith and in a manner which the Employee Indemnitee 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 or her conduct was unlawful.

Indemnification in Third Party Proceedings. The Company Corporation shall indemnify the Employee Indemnitee in accordance with the provisions of this Section 13.1 3 if the Employee Indemnitee was or is a party to or is threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Company Corporation to procure a judgment in its favor) by reason of the Employee’s Indemnitee's Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, against all Expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by or on behalf of the Employee Indemnitee in connection with such Proceeding, if the Employee Indemnitee acted in good faith and in a manner which the Employee Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company Corporation and, with respect to any criminal Proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of guilty or nolo contendere or its equivalent, shall not, of itself, create a presumption that the Employee Indemnitee did not act in good faith and in a manner which the Employee Indemnitee reasonably believed to be in, or not opposed to, the best interests of the CompanyCorporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Indemnification in Third Party Proceedings. The Company Corporation shall ------------------------------------------ indemnify the Employee Indemnitee in accordance with the provisions of this Section 13.1 the Paragraph 3 if the Employee Indemnitee was or is a party to or threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Company Corporation to procure a judgment in its favor) by reason of the Employee’s Indemnitee's Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, against all Expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee's behalf of the Employee in connection with such Proceeding, if the Employee Indemnitee acted in good faith and in a manner which the Employee Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company Corporation and, with respect to any criminal Proceeding, had no reasonable cause to believe that his Indemnitee's conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of guilty or nolo contendere contendere, or its equivalent, shall not, of ---- ---------- itself, create a presumption that the Employee Indemnitee did not act in good faith and in a manner which the Employee Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, Corporation and, with respect to any criminal Proceeding, had reasonable cause to believe that his Indemnitee's conduct was unlawful.

Indemnification in Third Party Proceedings. The Company Corporation shall indemnify the Employee Indemnitee in accordance with the provisions of this Section 13.1 Paragraph 3 if the Employee Indemnitee was or is a party to or threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Company Corporation to procure a judgment in its favor) by reason of the Employee’s Indemnitee's Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, against all Expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by or on behalf of the Employee Indemnitee in connection with such Proceeding, if the Employee Indemnitee acted in good faith and in a manner which the Employee Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company Corporation and, with respect to any criminal Proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of guilty or nolo contendere or its equivalent, shall not, of itself, create a presumption that the Employee Indemnitee did not act in good faith and in a manner which the Employee Indemnitee reasonably believed to be in, or not opposed to, the best interests of the CompanyCorporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Indemnification in Third Party Proceedings. The Company Indemnitor shall indemnify the Employee Indemnitee in accordance with the provisions of this Section 13.1 Paragraph 3 if the Employee Indemnitee was or is a party to or threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Company to procure a judgment in its favor) by reason of the EmployeeIndemnitee’s Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, against all Expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by or on behalf of the Employee Indemnitee in connection with such Proceeding, if the Employee Indemnitee acted in good faith and in a manner which the Employee Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal Proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of guilty or nolo contendere or its equivalent, shall not, of itself, create a presumption that the Employee Indemnitee did not act in good faith and in a manner which the Employee Indemnitee 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 or her conduct was unlawful.

Indemnification in Third Party Proceedings. The Subject to Paragraph 13, the Company shall indemnify the Employee Indemnitee in accordance with the provisions of this Section 13.1 Paragraph 3 if the Employee Indemnitee was or is a party to or threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Company to procure a judgment in its favor) by reason of the EmployeeIndemnitee’s Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, against all Expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by or on behalf of the Employee Indemnitee in connection with such Proceeding, if the Employee Indemnitee acted in good faith and in a manner which the Employee Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal Proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of guilty or nolo contendere or its equivalent, shall not, of itself, create a presumption that the Employee Indemnitee did not act in good faith and in a manner which the Employee Indemnitee 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 or her conduct was unlawful.

Indemnification in Third Party Proceedings. The Company Corporation shall indemnify the Employee Indemnitee in accordance with the provisions of this Section 13.1 Paragraph 3 if the Employee Indemnitee was or is a party to or threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Company Corporation to procure a judgment in its favor) by reason of the EmployeeIndemnitee’s Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, against all Expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by or on behalf of the Employee Indemnitee in connection with such Proceeding, if the Employee Indemnitee acted in good faith and in a manner which the Employee Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company Corporation and, with respect to any criminal Proceeding, had no reasonable cause to believe that his conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of guilty or nolo contendere or its equivalent, shall not, of itself, create a presumption that the Employee Indemnitee did not act in good faith and in a manner which the Employee Indemnitee reasonably believed to be in, or not opposed to, the best interests of the CompanyCorporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his conduct was unlawful.

Indemnification in Third Party Proceedings. The Company shall indemnify the Employee Executive in accordance with the provisions of this Section 13.1 Paragraph 3 if the Employee Executive was or is a party to or threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Company to procure a judgment in its favor) by reason of the Employee’s Executive's Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, against all Expenses, judgments, fines, penalties and penalties, liabilities or losses and, to the extent permitted by law, amounts paid or to be paid in settlement actually and reasonably incurred by Executive or on his behalf of the Employee in connection with such Proceeding, if the Employee Executive acted in good faith and in a manner which the Employee Executive reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to of any criminal Proceeding, had no reasonable cause to believe that his conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of guilty or nolo contendere or its equivalent, shall not, of itself, create a presumption that the Employee Executive did not act in good faith and in a manner which the Employee 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 Third Party Proceedings. The Company Corporation shall indemnify the Employee Indemnitee in accordance with the provisions of this Section 13.1 Paragraph 3 if the Employee Indemnitee was or is a party to or is threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Company Corporation to procure a judgment in its favor) by reason of the EmployeeIndemnitee’s Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, against all Expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by or on behalf of the Employee Indemnitee in connection with such Proceeding, if the Employee Indemnitee acted in good faith and in a manner which the Employee Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company Corporation and, with respect to any criminal Proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of guilty or nolo contendere or its equivalent, shall not, of itself, create a presumption that the Employee Indemnitee did not act in good faith and in a manner which the Employee Indemnitee reasonably believed to be in, or not opposed to, the best interests of the CompanyCorporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Indemnification in Third Party Proceedings. The Company shall indemnify the Employee Executive in accordance with the provisions of this Section 13.1 Paragraph 3 if the Employee Executive was or is a party to or threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Company to procure a judgment in its favor) by reason of the EmployeeExecutive’s Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, against all Expenses, judgments, fines, penalties and penalties, liabilities or losses and, to the extent permitted by law, amounts paid or to be paid in settlement actually and reasonably incurred by Executive or on his behalf of the Employee in connection with such Proceeding, if the Employee Executive acted in good faith and in a manner which the Employee Executive reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to of any criminal Proceeding, had no reasonable cause to believe that his conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of guilty or nolo contendere or its equivalent, shall not, of itself, create a presumption that the Employee Executive did not act in good faith and in a manner which the Employee 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 Third Party Proceedings. The Company shall indemnify the Employee in accordance with the provisions of this Section 13.1 if the Employee was or is a party to or threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Company to procure a judgment in its favor) by reason of the Employee’s Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, against all Expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by or on behalf of the Employee in connection with such Proceeding, if the Employee acted in good faith and in a manner which the Employee reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal Proceeding, had no reasonable cause to believe that his her conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of guilty or nolo contendere or its equivalent, shall not, of itself, create a presumption that the Employee did not act in good faith and in a manner which the Employee 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 her conduct was unlawful.

Indemnification in Third Party Proceedings. The Company Corporation ------------------------------------------ shall indemnify the Employee Indemnitee in accordance with the provisions of this Section 13.1 Paragraph 3 if the Employee Indemnitee was or is a party to or threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Company Corporation to procure a judgment in its favor) by reason of the Employee’s Indemnitee's Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, against all Expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his behalf of the Employee in connection with such Proceeding, if the Employee Indemnitee acted in good faith and in a manner which the Employee Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company Corporation and, with respect to of any criminal Proceeding, had no reasonable cause to believe that his conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of guilty or nolo contendere or its equivalent, ---- ---------- shall not, of itself, create a presumption that the Employee Indemnitee did not act in good faith and in a manner which the Employee Indemnitee reasonably believed to be in, or not opposed to, the best interests of the CompanyCorporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his conduct was unlawful.

Indemnification in Third Party Proceedings. The Company Corporation shall indemnify the Employee Indemnitee in accordance with the provisions of this Section 13.1 3 if the Employee Indemnitee was or is a party to or is threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Company Corporation to procure a judgment in its favor) by reason of the Employee’s Indemnitee's Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, against all Expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by or on behalf of the Employee Indemnitee in connection with such Proceeding, if the Employee Indemnitee acted in good faith and in a manner which the Employee Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company Corporation and, with respect to any criminal Proceeding, had no reasonable cause to believe that his conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of guilty or nolo contendere or its equivalent, shall not, of itself, create a presumption that the Employee Indemnitee did not act in good faith and in a manner which the Employee Indemnitee reasonably believed to be in, or not opposed to, the best interests of the CompanyCorporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his conduct was unlawful.

Indemnification in Third Party Proceedings. The Company shall indemnify the Employee Consultant in accordance with the provisions of this Section 13.1 Paragraph 3 if the Employee Consultant was or is a party to or threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Company to procure a judgment in its favor) by reason of the Employee’s Consultant's Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, against all Expenses, judgments, fines, penalties and penalties, liabilities or losses and, to the extent permitted by law, amounts paid or to be paid in settlement actually and reasonably incurred by Consultant or on his behalf of the Employee in connection with such Proceeding, if the Employee Consultant acted in good faith and in a manner which the Employee Consultant reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to of any criminal Proceeding, had no reasonable cause to believe that his conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of guilty or nolo contendere or its equivalent, shall not, of itself, create a presumption that the Employee Consultant did not act in good faith and in a manner which the Employee Consultant 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 Third Party Proceedings. The Subject to Section 10 below, the Company shall indemnify the Employee in accordance with the provisions of this Section 13.1 Indemnitee if the Employee was or Indemnitee is a party to or threatened to be made a party to or otherwise involved in any Proceeding proceeding (other than a Proceeding proceeding by or in the right name of the Company to procure a judgment in its favor) by reason of the Employee’s Corporate Status fact that the indemnitee is or was an agent of the Company, or by reason of any action alleged to have been taken act or omitted inaction by him or her in connection therewithany such capacity, against any and all Expensesexpenses and liabilities of any type whatsoever (including, but not limited to, judgments, finesfines and penalties), penalties and amounts paid in settlement actually and reasonably incurred by him or on behalf of the Employee her in connection with the investigation, defense, settlement or appeal of such Proceedingproceeding, but only if the Employee Indemnitee acted in good faith and in a manner which the Employee reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal Proceeding, had no reasonable cause to believe that his conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of guilty or nolo contendere or its equivalent, shall not, of itself, create a presumption that the Employee did not act in good faith and in a manner which the Employee she reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal Proceedingaction or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any proceeding by judgment, order of court, settlement, conviction or on plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith in a manner which she reasonably believed to be in, or not opposed to, the best interests of the Company, and with respect to any criminal proceedings, that such person had reasonable cause to believe that his or her conduct was unlawful.

Indemnification in Third Party Proceedings. The Subject to Section 10 below, the Company shall indemnify the Employee in accordance with the provisions of this Section 13.1 Indemnitee if the Employee was or Indemnitee is a party to or threatened to be made a party to or otherwise involved in any Proceeding proceeding (other than a Proceeding proceeding by or in the right name of the Company to procure a judgment in its favor) by reason of the Employee’s Corporate Status fact that the Indemnitee is or was an agent of the Company, or by reason of any action alleged to have been taken act or omitted inaction by him in connection therewithany such capacity, against any and all Expensesexpenses and liabilities of any type whatsoever (including, but not limited to, judgments, finesfines and penalties), penalties and amounts paid in settlement actually and reasonably incurred by or on behalf of the Employee him in connection with the investigation, defense, settlement or appeal of such Proceedingproceeding, but only if the Employee Indemnitee acted in good faith and in a manner which the Employee reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal Proceeding, had no reasonable cause to believe that his conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of guilty or nolo contendere or its equivalent, shall not, of itself, create a presumption that the Employee did not act in good faith and in a manner which the Employee he reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal Proceedingaction or proceeding, had no reasonable cause to believe Indemnitee's conduct was unlawful, pursuant to the presumption set forth in subsection (c) below, as applicable. The termination of any proceeding by judgment, order of court, settlement, conviction or on plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Company, and with respect to any criminal proceedings, that such person had reasonable cause to believe that his conduct was unlawful.

Indemnification in Third Party Proceedings. The Company Corporation shall indemnify the Employee Indemnitee in accordance with the provisions of this Section 13.1 Paragraph 3 if the Employee Indemnitee was or is a party to or threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Company Corporation to procure a judgment in its favor) by reason of the Employee’s his/her Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, against all Expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his/her behalf of the Employee in connection with such Proceeding, if the Employee Indemnitee acted in good faith and in a manner which the Employee he/she reasonably believed to be in, or not opposed to, the best interests of the Company Corporation and, with respect to of any criminal Proceeding, had no reasonable cause to believe that his his/her conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of guilty or nolo contendere contendere, or its equivalent, shall not, of itself, create a presumption that the Employee Indemnitee did not act in good faith and in a manner which the Employee he/she reasonably believed to be in, or not opposed to, the best interests of the CompanyCorporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his his/her conduct was unlawful.

Indemnification in Third Party Proceedings. The Company shall indemnify the Employee Indemnitee, in accordance with the provisions of this Section 13.1 if section, against all Expenses, judgments, fines and penalties actually and reasonably incurred by Indemnitee in connection with the Employee was defense or is a party to or threatened to be made a party to or otherwise involved in settlement of any Proceeding (other than a Proceeding by or in the right of the Company to procure a judgment in its favor) by reason of the Employee’s Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith), against all Expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by or on behalf of the Employee in connection with such Proceeding, but only if the Employee Indemnitee acted in good faith and in a manner which the Employee that he reasonably believed to be in, in or not opposed to, to the best interests of the Company Company, and, with respect to any in the case of a criminal Proceedingproceeding, had no reasonable cause to believe that his conduct was unlawful. The termination of any such Proceeding by adverse judgment, order, settlementsettlement or conviction, conviction or upon a plea of guilty or nolo contendere or its equivalent, shall not, of itself, create a presumption that the Employee Indemnitee did not act in good faith and in a manner which the Employee that he reasonably believed to be in, in or not opposed to, to the best interests of the Company, and, with respect to any criminal Proceedingproceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.

Indemnification in Third Party Proceedings. The Company Corporation shall indemnify the Employee Indemnitee in accordance with the provisions of this Section 13.1 Paragraph 3 if the Employee Indemnitee was or is a party to or threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Company Corporation to procure a judgment in its favor) by reason of the Employee’s Indemnitee's Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, against all Expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his behalf of the Employee in connection with such Proceeding, if the Employee Indemnitee acted in good faith and in a manner which the Employee Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company Corporation and, with respect to any criminal Proceeding, had no reasonable cause to believe that his conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of guilty or nolo contendere NOLO CONTENDERE or its equivalent, shall not, of itself, create a presumption that the Employee Indemnitee did not act in good faith and in a manner which the Employee Indemnitee reasonably believed to be in, or not opposed to, the best interests of the CompanyCorporation, and, with respect to any criminal Proceeding, had reasonable cause to believe that his conduct was unlawful.

Indemnification in Third Party Proceedings. The Company shall indemnify the Employee in accordance with the provisions of this Section 13.1 if the Employee was or is a party to or threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Company to procure a judgment in its favor) by reason of the Employee’s Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, against all Expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by or on behalf of the Employee in connection with such Proceeding, if the Employee acted in good faith and in a manner which the Employee reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal Proceeding, had no reasonable cause to believe that his her conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of guilty or nolo contendere or its equivalent, shall not, of itself, create a presumption that the Employee did not act in good faith and in a manner which the Employee 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 her conduct was unlawful.

Indemnification in Third Party Proceedings. The Company shall indemnify the Employee in accordance with the provisions of this Section 13.1 if the Employee was or is a party to or threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Company to procure a judgment in its favor) by reason of the Employee’s Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, against all Expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by or on behalf of the Employee in connection with such Proceeding, if the Employee acted in good faith and in a manner which the Employee reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal Proceeding, had no reasonable cause to believe that his conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of guilty or nolo contendere or its equivalent, shall not, of itself, create a presumption that the Employee did not act in good faith and in a manner which the Employee 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.