Common use of Indemnification of Directors and Officers in Actions by or in the Right of the Company Clause in Contracts

Indemnification of Directors and Officers in Actions by or in the Right of the Company. Subject to the other provisions of this Article VIII, the Company shall indemnify, to the fullest extent permitted by the DGCL, as now or hereinafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Company, or is or was a director or officer of the Company serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such Proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Indemnification of Directors and Officers in Actions by or in the Right of the Company. Subject to the other provisions of this Article VIIIV, the Company shall indemnify, to the fullest extent permitted by the DGCL, as now or hereinafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed Proceeding action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Company, or is or was a director or officer of the Company serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such Proceeding action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Indemnification of Directors and Officers in Actions by or in the Right of the Company. Subject to the other provisions of this Article VIIIXII, the Company shall indemnifyindemnify and hold harmless, to the fullest extent permitted by the DGCL, as now or hereinafter in effect, any person Person who was or is a party or is threatened to be made a party to any threatened, pending or completed Proceeding action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that such person Person is or was a director Director or officer of the CompanyOfficer, or is or was a director Director or officer of the Company Officer serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person Person in connection with the defense or settlement of such Proceeding action or suit if such person Person acted in good faith and in a manner such person Person reasonably believed to be in or not opposed to the best interests of the Company; except provided, that no indemnification shall be made in respect of any claim, issue or matter as to which such person Person shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person Person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.proper.‌‌

Indemnification of Directors and Officers in Actions by or in the Right of the Company. Subject to the other provisions of this Article VIIISection 20, the Company shall indemnifyindemnify and hold harmless, to the fullest extent permitted by the DGCL, as now or hereinafter in effect, any person Person who was or is a party or is threatened to be made a party to any threatened, pending or completed Proceeding action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that such person Person is or was a director Director or officer of the CompanyOfficer, or is or was a director Director or officer of the Company Officer serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person Person in connection with the defense or settlement of such Proceeding action or suit if such person Person acted in good faith and in a manner such person Person reasonably believed to be in or not opposed to the best interests of the Company; except provided, that no indemnification shall be made in respect of any claim, issue or matter as to which such person Person shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person Person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Indemnification of Directors and Officers in Actions by or in the Right of the Company. Subject to the other provisions of this Article VIIIXII, the Company shall indemnifyindemnify and hold harmless, to the fullest extent permitted by the DGCL, as now or hereinafter in effect, any person Person who was or is a party or is threatened to be made a party to any threatened, pending or completed Proceeding action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that such person Person is or was a director Director or officer of the CompanyOfficer, or is or was a director Director or officer of the Company Officer serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person Person in connection with the defense or settlement of such Proceeding action or suit if such person Person acted in good faith and in a manner such person Person reasonably believed to be in or not opposed to the best interests of the Company; except provided, that no indemnification shall be made in respect of any claim, issue or matter as to which such person Person shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person Person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Indemnification of Directors and Officers in Actions by or in the Right of the Company. Subject to the other provisions of this Article VIII, the Company shall indemnify, to the fullest extent permitted by the DGCL, as now or hereinafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Company, or is or was a director or officer of the Company serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust trust, other enterprise or other enterprisenonprofit entity, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such Proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.