Common use of Indemnification in Third Party Proceedings Clause in Contracts

Indemnification in Third Party Proceedings. The Company shall indemnify the Executive in accordance with the provisions of this Section 1.4(a) if the 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 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 amounts paid in settlement actually and reasonably incurred by or on behalf of the Executive in connection with such Proceeding, if the Executive acted in good faith and in a manner which the Executive 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 nolo contendere or its equivalent, shall not, of itself, create a presumption that the Executive did not act in good faith and in a manner which the 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 or her conduct was unlawful.

Indemnification in Third Party Proceedings. The Company Corporation shall indemnify the Executive Indemnitee in accordance with the provisions of this Section 1.4(a) Agreement if the Executive was or Indemnitee 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 or any subsidiary of the Corporation to procure a judgment in its favor) by reason of the 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, fines and penalties and amounts paid in settlement actually and reasonably incurred by or on behalf of the Executive Indemnitee in connection with the defense or settlement of such Proceeding, but only if the Executive he acted in good faith and in a manner which the Executive he reasonably believed to be in, or not opposed to, (in the case of conduct in his official capacity) in the best interests of the Company Corporation or (in all other cases) not opposed to the best interests of the Corporation, and, with respect to any in the case of a criminal Proceeding, in addition, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any such Proceeding by judgment, orderorder of court, settlement, conviction conviction, or upon a plea of nolo contendere contendere, or its equivalent, shall not, of itself, create a presumption (i) that the Executive Indemnitee did not act in good faith and in a manner which the Executive he reasonably believed to be in, in or not opposed to, to the best interests of the CompanyCorporation or (ii) that Indemnitee did not meet any other particular standard of conduct or have any other particular belief or (iii) that a court has determined that indemnification is not permitted by applicable law, and, and (iv) with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.

Indemnification in Third Party Proceedings. The Company Corporation shall indemnify the Executive Indemnitee in accordance with the provisions of this Section 1.4(a) Paragraph 3 if the Executive 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 Executive’s his 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 Executive in connection with such Proceeding, if the Executive Indemnitee acted in good faith and in a manner which the Executive he 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 or her conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere contendere, or its equivalent, shall not, of itself, create a presumption that the Executive Indemnitee did not act in good faith and in a manner which the Executive he 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 Executive Indemnitee in accordance with the provisions of this Section 1.4(a) Paragraph 3 if the Executive 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 Executive’s his 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 Executive in connection with such Proceeding, if the Executive Indemnitee acted in good faith and in a manner which the Executive he 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 nolo contendere NOLO CONTENDERE, or its equivalent, shall not, of itself, create a presumption that the Executive Indemnitee did not act in good faith and in a manner which the Executive he 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 Executive Indemnitee in accordance with the provisions of this Section 1.4(a) Paragraph 2 if the Executive 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 Executive’s his 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 Executive in connection with such Proceeding, if the Executive Indemnitee acted in good faith and in a manner which the Executive he 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 nolo contendere NOLO CONTENDERE, or its equivalent, shall not, of itself, create a presumption that the Executive Indemnitee did not act in good faith and in a manner which the Executive he 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 Executive Indemnitee in accordance with the provisions of this Section 1.4(a) Paragraph 3 if the Executive 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 Executive’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 penalties, liabilities or losses and, to the extent permitted by law, amounts paid or to be paid in settlement actually and reasonably incurred by Indemnitee or on his behalf of the Executive in connection with such Proceeding, if the Executive Indemnitee acted in good faith and in a manner which the Executive 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 or her conduct was unlawful. 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 the Executive Indemnitee did not act in good faith and in a manner which the Executive 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 Cysive shall indemnify the Executive you in accordance with the provisions of this Section 1.4(a) Paragraph 3 if the Executive was you were or is are 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 Cysive to procure a judgment in its favor) by reason of the Executive’s your 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 you or on your behalf of the Executive in connection with such Proceeding, if the Executive you acted in good faith and in a manner which the Executive you reasonably believed to be in, or not opposed to, the best interests of the Company Cysive and, with respect to of any criminal Proceeding, had no reasonable cause to believe that his or her your conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere contendere, or its equivalent, shall not, of itself, create a presumption that the Executive you did not act in good faith and in a manner which the Executive you reasonably believed to be in, or not opposed to, the best interests of the CompanyCysive, and, with respect to any criminal Proceeding, had reasonable cause to believe that his or her your conduct was unlawful.

Indemnification in Third Party Proceedings. The Company Subject to Paragraph 8, the Corporation shall indemnify the Executive Indemnitee in accordance with the provisions of this Section 1.4(a) Paragraph 3 if the Executive was or Indemnitee is a party to or to, 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 itself to procure a judgment in its favor) ), by reason of the Executive’s Corporate Status fact that the Indemnitee is or by reason was a director and/or officer of any action alleged to have been taken the Corporation or omitted in connection therewithis or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses, judgments, fines, penalties and amounts paid in settlement Expenses actually and reasonably incurred by or on behalf of the Executive Indemnitee in connection with the defense or settlement of such Proceeding, if provided it is determined, pursuant to Paragraph 7 or by the Executive court before which such action was brought, that the Indemnitee acted in good faith and in a manner which the Executive that he reasonably believed to be in, in or not opposed to, to the best interests of the Company Corporation and, with respect to any in the case of a criminal Proceedingproceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any such Proceeding by judgment, orderorder of court, settlement, conviction or upon a plea of nolo contendere NOLO CONTENDERE or its equivalent, equivalent shall not, of itself, create a presumption that the Executive Indemnitee did not act in good faith and or in a manner which the Executive that he reasonably believed to be in, in or not opposed to, to the best interests of the CompanyCorporation, and, and with respect to any criminal Proceedingproceeding, that such person had reasonable cause to believe that his or her conduct was unlawful.

Indemnification in Third Party Proceedings. The Company Corporation shall ------------------------------------------ indemnify the Executive Indemnitee in accordance with the provisions of this Section 1.4(a) Paragraph 3 if the Executive 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 Executive’s his 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 Executive in connection with such Proceeding, if the Executive Indemnitee acted in good faith and in a manner which the Executive he 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 nolo contendere contendere, or its equivalent, shall not, of itself, create a ---- ---------- presumption that the Executive Indemnitee did not act in good faith and in a manner which the Executive he 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 Executive Indemnitee in accordance with the provisions of this Section 1.4(a) Paragraph 3 if the Executive 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 Executive’s his 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 Executive in connection with such Proceeding, if the Executive Indemnitee acted in good faith and in a manner which the Executive he 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 nolo contendere contendere, or its equivalent, shall not, of itself, create a presumption that the Executive Indemnitee did not act in good faith and in a manner which the Executive he 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 Executive Indemnitee in accordance with the provisions of this Section 1.4(a) Paragraph 3 if the Executive 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 Executive’s his 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 Executive in connection with such Proceeding, if the Executive Indemnitee acted in good faith and in a manner which the Executive he 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 or her conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere contendere, or its equivalent, shall not, of itself, create ---- ---------- a presumption that the Executive Indemnitee did not act in good faith and in a manner which the Executive he 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.