Common use of Indemnification in Third Party Proceedings Clause in Contracts

Indemnification in Third Party Proceedings. (i) Subject to Section 10 hereof, the Company shall indemnify the Indemnitee if the 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 name of the Company to procure a judgment in its favor) by reason of the fact that the Indemnitee is or was an Agent of the Company, or by reason of any act or inaction by him in any such capacity (including, but not limited to, any written statement of the Indemnitee that (A) is required to be, and is, filed with the Securities and Exchange Commission (the “SEC”) regarding the adequacy of the Company’s internal controls or the accuracy of reports or statements filed by the Company with the SEC pursuant to federal laws and/or administrative regulations (each, a “Required Statement”) or (B) is made to another officer or employee of the Company to support a Required Statement), against any and all Expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines (including any excise taxes assessed with respect to any employee benefit plan), penalties and, subject to Section 10(d) hereof, amounts paid in settlement), actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such Proceeding, but only if the Indemnitee, subject to the presumption set forth in Section 3(c) hereof, acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. (ii) 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 Indemnitee did not act in good faith in a manner which the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that the Indemnitee’s conduct was unlawful.

Indemnification in Third Party Proceedings. To the fullest extent permitted by law (i) Subject to including Section 10 hereof145 of the DGCL), the Company Indemnitee shall indemnify be indemnified and held harmless by the Indemnitee if the Indemnitee is a party to Corporation on an after tax basis from and against any and all losses, claims, damages, liabilities, joint or threatened to be made a party to several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or otherwise involved in other amounts arising from any Proceeding and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (other than a Proceeding any such action brought by or in the name right of the Company Corporation to procure a judgment in its favor, which is addressed in Section 1(b) below), in which the Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of Indemnitee’s status as an Indemnitee (as such term is defined in the fact that the Indemnitee is or was an Agent Certificate of the Company, Incorporation) or by reason of any action alleged to have been taken or omitted in such capacity, whether arising from alleged acts or omissions to act occurring on, before or inaction by him in any such capacity (includingafter the date of this Agreement; provided, but not limited tothat, any written statement of the Indemnitee that (A) is required to be, shall not be indemnified and is, filed with the Securities and Exchange Commission (the “SEC”) regarding the adequacy of the Company’s internal controls or the accuracy of reports or statements filed by the Company with the SEC pursuant to federal laws and/or administrative regulations (each, a “Required Statement”) or (B) is made to another officer or employee of the Company to support a Required Statement), against any and all Expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines (including any excise taxes assessed with respect to any employee benefit plan), penalties and, subject to Section 10(d) hereof, amounts paid in settlement), actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such Proceeding, but only held harmless if the Indemnitee, subject to the presumption set forth in Section 3(c) hereof, acted Indemnitee did not act in good faith and in a manner the Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the CompanyCorporation, and, with respect to any criminal Proceedingaction or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. (ii) 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 Indemnitee did not act in good faith in a manner which the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that the Indemnitee’s conduct was unlawful. Notwithstanding the preceding sentence, except as otherwise provided in Section 3(e) of this Agreement, the Corporation shall be required to indemnify the Indemnitee in connection with any claim, demand, action, suit or proceeding (or part thereof) commenced by the Indemnitee only if (x) the commencement of such claim, demand, action, suit or proceeding (or part thereof) by the Indemnitee was authorized by the Board of Directors or (y) there has been a final and non-appealable judgment entered by an arbitral tribunal or a court of competent jurisdiction determining that such person was entitled to indemnification by the Corporation.

Indemnification in Third Party Proceedings. (i) Subject to Section 10 hereof, the Company shall indemnify the Indemnitee if the 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 name of the Company to procure a judgment in its favor) by reason of the fact that the Indemnitee is or was an Agent of the CompanyAgent, or by reason of any act or inaction by him Indemnitee in any such capacity (including, but not limited to, any written statement of the Indemnitee that (A) is required to be, and is, filed with the Securities and Exchange Commission (the “SEC”) regarding the adequacy of the Company’s internal controls or the accuracy of reports or statements filed by the Company with the SEC pursuant to federal laws and/or administrative regulations (each, a “Required Statement”) or (B) is made to another officer or employee of the Company to support a Required Statement), against any and all Expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines (including any excise taxes assessed with respect to any employee benefit plan), penalties and, subject to Section 10(d) hereof, amounts paid in settlement), actually and reasonably incurred by him Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceeding, but only if the Indemnitee, subject to the presumption set forth in Section 3(c) hereof, acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. (ii) 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 Indemnitee did not act in good faith in a manner which the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that the Indemnitee’s conduct was unlawful.

Indemnification in Third Party Proceedings. (i) Subject to Section 10 hereofbelow, the Company shall indemnify the Indemnitee if the 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 name of the Company to procure a judgment in its favor) by reason of the fact that the Indemnitee is or was an Agent agent of the Company, or by reason of any act or inaction by him Indemnitee in any such capacity (including, but not limited to, any written statement of the Indemnitee that (A) is required to be, and is, filed with the Securities and Exchange Commission (the “SEC”) regarding the adequacy of the Company’s internal controls or the accuracy of reports or statements filed by the Company with the SEC pursuant to federal laws and/or administrative regulations (each, a “Required Statement”) or (B) is made to another officer or employee of the Company to support a Required Statement)capacity, against any and all Expenses expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines (including any excise taxes assessed with respect to any employee benefit plan), penalties and, subject to Section 10(d) hereof, amounts paid in settlementand penalties), actually and reasonably incurred by him Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceedingproceeding, but only if the Indemnitee, subject to the presumption set forth in Section 3(c) hereof, Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal Proceedingaction or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful. , pursuant to the presumption set forth in subsection (iic) below, as applicable. The termination of any Proceeding proceeding by judgment, orderorder of court, settlement, conviction or upon a on plea of nolo contendere contendere, or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith in a manner which the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, and with respect to any criminal Proceedingproceedings, that the Indemnitee such person had reasonable cause to believe that the Indemnitee’s his conduct was unlawful.

Indemnification in Third Party Proceedings. (i) Subject to Section 10 hereof, the Company The Corporation shall indemnify the Indemnitee in accordance with the provisions of this Paragraph 2 if the 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 name right of the Company Corporation to procure a judgment in its the Corporation’s favor, as to which the provisions of Paragraph 3 hereof are applicable) by reason of the fact that the Indemnitee is or was an Agent of the Company, Indemnitee’s Corporate Status or by reason of any act action alleged to have been taken or inaction by him omitted in any such capacity (including, but not limited to, any written statement of the Indemnitee that (A) is required to be, and is, filed with the Securities and Exchange Commission (the “SEC”) regarding the adequacy of the Company’s internal controls or the accuracy of reports or statements filed by the Company with the SEC pursuant to federal laws and/or administrative regulations (each, a “Required Statement”) or (B) is made to another officer or employee of the Company to support a Required Statement)connection therewith, against any and all Expenses and liabilities of any type whatsoever (including, but not limited toExpenses, judgments, fines (including any excise taxes assessed with respect to any employee benefit plan)fines, penalties and, subject to Section 10(d) hereof, and amounts paid in settlement), settlement actually and reasonably incurred by him or on behalf of the Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceeding, but only if the Indemnitee, subject to the presumption set forth in Section 3(c) hereof, Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, Corporation and, with respect to any criminal Proceeding, had no reasonable cause to believe that the Indemnitee’s conduct was unlawful. (ii) . 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 Indemnitee did not act in good faith and in a manner which that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the CompanyCorporation, and, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that the Indemnitee’s conduct was unlawful.

Indemnification in Third Party Proceedings. (i) Subject to Section 10 hereof, the The Company shall indemnify the indemnify, defend, and hold harmless Indemnitee if the from and against, and shall compensate and reimburse Indemnitee is for, any Damages (as defined below) that are directly or indirectly suffered or incurred by Indemnitee as a party to result of, or threatened to be made a party to are directly or otherwise involved in indirectly connected with, any Proceeding threatened, pending or completed action, suit or proceeding (other than a Proceeding an action, suit or proceeding by or in the name right of the Company to procure a judgment in its favor) ), whether civil, criminal, administrative or investigative (a “Proceeding”), to which Indemnitee is or was a party, or is threatened to be made a party, by reason of, or arising from, the fact that Indemnitee is or was an officer of the Company or any of its subsidiaries or a member of the boards of directors of the Company or any of its subsidiaries (collectively, the “Company’s Board”), by reason of any action or inaction on the part of Indemnitee in his role as an officer of the Company or any of its subsidiaries or member of the Company’s Board, or by reason of the fact that the Indemnitee is or was an Agent of serving at the Company, or by reason of any act or inaction by him in any such capacity (including, but not limited to, any written statement of the Indemnitee that (A) is required to be, and is, filed with the Securities and Exchange Commission (the “SEC”) regarding the adequacy of the Company’s internal controls or the accuracy of reports or statements filed by the Company with the SEC pursuant to federal laws and/or administrative regulations (each, a “Required Statement”) or (B) is made to another officer or employee request of the Company as a director, officer, employee, manager, agent or fiduciary of the Company or of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, provided, however, that the Company shall not be obligated to support a Required Statement), against any and all Expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines (including any excise taxes assessed with respect to any employee benefit plan), penalties and, subject to indemnify Indemnitee under this Section 10(d) hereof, amounts paid in settlement), actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such Proceeding, but only if the Indemnitee, subject to the presumption set forth in Section 3(c) hereof, 1 unless Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the Company, and, with respect to any criminal Proceeding, Indemnitee had no reasonable cause to believe Indemnitee’s conduct was unlawful. (ii) . The termination of any Proceeding by judgment, order, settlement, conviction conviction, or upon a plea of nolo contendere or its equivalent, equivalent shall not, of itself, create a presumption that the (i) Indemnitee did not act in good faith in a manner which the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that the Indemnitee’s conduct was unlawful.did

Indemnification in Third Party Proceedings. (i) Subject to Section 10 hereof, the Company The Indemnitor shall indemnify the Indemnitee in accordance with the provisions of this Section 3 if the 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 name right of the Company Indemnitor or any Corporation to procure a judgment in its favor) by reason of the fact that the Indemnitee is or was an Agent of the Company, Indemnitee’s Corporate Status or by reason of any act action alleged to have been taken or inaction by him omitted in any such capacity connection therewith, against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including, but not limited towithout limitation, any written statement all interest, assessments and other charges paid or payable in connection with or in respect of the Indemnitee that (A) is required to be, and is, filed with the Securities and Exchange Commission (the “SEC”) regarding the adequacy of the Company’s internal controls or the accuracy of reports or statements filed by the Company with the SEC pursuant to federal laws and/or administrative regulations (each, a “Required Statement”) or (B) is made to another officer or employee of the Company to support a Required Statement), against any and all Expenses and liabilities of any type whatsoever (including, but not limited tosuch Expenses, judgments, fines (including any excise taxes assessed with respect to any employee benefit plan)liabilities, fines, penalties and, subject to Section 10(d) hereof, and amounts paid in settlement), ) actually and reasonably incurred by him or on behalf of the Indemnitee in connection with the investigationsuch Proceeding or any claim, defenseissue or matter therein, settlement or appeal of such Proceeding, but only if the Indemnitee, subject to the presumption set forth in Section 3(c) hereof, Indemnitee acted in good faith and in a manner which the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the CompanyIndemnitor or the relevant Corporation, as the case may be, and, with respect to any criminal Proceeding, had no reasonable cause to believe Indemnitee’s that his or her conduct was unlawful. (ii) . 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 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 CompanyIndemnitor or the relevant Corporation, as the case may be, and, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that the Indemnitee’s his or her conduct was unlawful.

Indemnification in Third Party Proceedings. (i) Subject to Section 10 hereof, the The Company shall indemnify the indemnify, defend and hold harmless Indemnitee if the from and against, and shall compensate and reimburse Indemnitee is for, any Damages (as defined below) that are directly or indirectly suffered or incurred by Indemnitee as a party to result of, or threatened to be made a party to are directly or otherwise involved in indirectly connected with, any Proceeding threatened, pending or completed action, suit or proceeding (other than a Proceeding an action, suit or proceeding by or in the name right of the Company to procure a judgment in its favor) ), whether civil, criminal, administrative or investigative (a "Proceeding"), to which Indemnitee is or was a party, or is threatened to be made a party, by reason of, or arising from, the fact that Indemnitee is or was an officer of the Company or any of its subsidiaries or a member of the boards of directors of the Company or any of its subsidiaries (collectively, the "Company's Board"), by reason of any action or inaction on the part of Indemnitee in Indemnitee’s role as an officer of the Company or any of its subsidiaries or member of the Company's Board, or by reason of the fact that the Indemnitee is or was an Agent of serving at the Company, or by reason of any act or inaction by him in any such capacity (including, but not limited to, any written statement of the Indemnitee that (A) is required to be, and is, filed with the Securities and Exchange Commission (the “SEC”) regarding the adequacy of the Company’s internal controls or the accuracy of reports or statements filed by the Company with the SEC pursuant to federal laws and/or administrative regulations (each, a “Required Statement”) or (B) is made to another officer or employee request of the Company to support as a Required Statement)director or officer of the Company or as a director, against any and all Expenses and liabilities officer, trustee, partner, managing member, fiduciary, employee or agent of any type whatsoever (includingother corporation, but not limited topartnership, judgmentsjoint venture, fines (including any excise taxes assessed with respect to any trust, employee benefit plan)plan or other enterprise; provided, penalties andhowever, subject that the Company shall not be obligated to indemnify Indemnitee under this Section 10(d) hereof, amounts paid in settlement), actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such Proceeding, but only if the Indemnitee, subject to the presumption set forth in Section 3(c) hereof, 1 unless Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the Company, and, with respect to any criminal Proceeding, Indemnitee had no reasonable cause to believe Indemnitee’s 's conduct was unlawful. (ii) . The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, equivalent shall not, of itself, create a presumption that the (i) Indemnitee did not act in good faith faith, (ii) Indemnitee did not act in a manner which the Indemnitee reasonably believed to be in, or not opposed to, in the best interests of the Company, and, Company or (iii) with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that the Indemnitee’s 's conduct was unlawful. Anyone seeking to overcome the presumption that Indemnitee is entitled to indemnification under this Section 1 shall have the burden of proof and the burden of persuasion by clear and convincing evidence. "Damages" shall mean any Expenses (as defined below), judgments, fines or amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with a Proceeding. "Expenses" shall mean any direct and indirect costs and expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with the investigation, defense or appeal of a Proceeding, including any fee (including any legal fee, expert fee, accounting fee or advisory fee), charge, cost (including any cost of investigation) or expense of any nature, but shall not include the amount of any judgments, fines or amounts paid in settlement of any Proceeding.

Indemnification in Third Party Proceedings. (i) Subject to Section 10 hereofbelow, the Company shall indemnify the Indemnitee to the fullest extent authorized or permitted by the Bylaws and the Code, as the same may be amended from time to time (but, only to the extent that such amendment permits the Company to broader indemnification rights than the Bylaws or the Code permitted prior to adoption of such amendment), if the 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 name of the Company to procure a judgment in its favor) by reason of the fact that the Indemnitee is or was an Agent of the Company, or by reason of any act or inaction by him in any such capacity (including, but not limited to, any written statement of the Indemnitee that (Ai) is required to be, and is, filed with the Securities and Exchange Commission (the “SEC”) regarding the adequacy of the Company’s internal controls or the accuracy of reports or statements filed by the Company with the SEC pursuant to federal laws and/or administrative regulations (each, a “Required Statement”) or (Bii) is made to another officer or employee of the Company to support a Required Statement), against any and all Expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines (including any excise taxes assessed with respect to any employee benefit plan), penalties and, subject to Section 10(d) hereof, amounts paid in settlementand penalties), actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such Proceeding, but only if the Indemnitee, subject to the presumption set forth in Section 3(c) hereof, Indemnitee acted in good faith and in a manner the Indemnitee he reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal action or Proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. , pursuant to the presumption set forth in subsection (iic) below, as applicable. The termination of any Proceeding by judgment, orderorder of court, settlement, conviction or upon a on plea of nolo contendere contendere, or its equivalent, shall not, of itself, create a presumption that the Indemnitee indemnitee did not act in good faith in a manner which the Indemnitee he reasonably believed to be in, or not opposed to, the best interests of the Company, and, and with respect to any criminal Proceedingproceedings, that the Indemnitee such person had reasonable cause to believe that the Indemnitee’s his conduct was unlawful.

Indemnification in Third Party Proceedings. (i) Subject to Section 10 hereofbelow, the Company shall indemnify the Indemnitee if the 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 name of the Company to procure a judgment in its favor) by reason of the fact that the Indemnitee is or was an Agent agent of the Company, or by reason of any act or inaction by him in any such capacity (including, but not limited to, any written statement of the Indemnitee that (Ai) is required to be, and is, filed with the Securities and Exchange Commission (the “SEC”) regarding the adequacy of the Company’s internal controls or the accuracy of reports or statements filed by the Company with the SEC pursuant to federal laws and/or administrative regulations (each, a “Required Statement”) or (Bii) is made to another officer or employee of the Company to support a Required Statement), against any and all Expenses expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines (including any excise taxes assessed with respect to any employee benefit planand penalties), penalties and, subject to Section 10(d) hereof, amounts paid in settlement), actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such Proceedingproceeding, but only if the Indemnitee, subject to the presumption set forth in Section 3(c) hereof, Indemnitee acted in good faith and in a manner the Indemnitee 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 (iic) below, as applicable. The termination of any Proceeding proceeding by judgment, orderorder of court, settlement, conviction or upon a on plea of nolo contendere contendere, or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith in a manner which the Indemnitee he reasonably believed to be in, or not opposed to, the best interests of the Company, and, and with respect to any criminal Proceedingproceedings, that the Indemnitee such person had reasonable cause to believe that the Indemnitee’s his conduct was unlawful.