Common use of Indemnification of Directors, Officers, etc Clause in Contracts

Indemnification of Directors, Officers, etc. Subject to the limitations set forth in this Article 9, each Person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that it, or a Person of whom it is the legal representative, is or was a Director or while an Officer or Director is or was serving at the request of the Company as a member, manager, director, officer, partner, venturer, proprietor, trustee, employee, authorized person, agent, or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise (hereinafter, an “Indemnified Party”) shall be, except as permitted below in this Section 9.2, indemnified by the Company to the fullest extent permitted by the Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said Law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including reasonable attorneys’ fees) actually incurred by such Person in connection with such Proceeding, and indemnification under this ArticleARTICLE 9 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. Notwithstanding anything to the contrary in this Section 9.2, a Person shall not be entitled to indemnification hereunder if it is determined by a nonappealable order of a court of competent jurisdiction or arbitrator that, with respect to the matter for which such person seeks indemnification, such person did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, that such person’s actions constituted fraud, willful misconduct or bad faith or, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. The termination of any action, suit or 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 person did not act in good faith and 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 action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Indemnification of Directors, Officers, etc. Subject Section 1. Each person who at any time is or shall have been a director or officer of the corporation or any its subsidiaries, or is or shall otherwise have been serving at the written request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, and the heirs, executors and administrators of each such person, shall be indemnified by the corporation in accordance with and to the limitations set forth fullest extent permitted by the Delaware General Corporation Law as in this Article 9effect at the time of the adoption of these by-laws or as amended from time to time. The foregoing right of indemnification shall not be deemed exclusive of other rights to which any director, each Person officer, employee, agent or other person may be entitled in any capacity as a matter of law or under any by-law, agreement, vote of stockholders or directors, or otherwise. The corporation may purchase and maintain insurance on behalf of any person to the fullest extent permitted by the Delaware General Corporation Law as in effect at the time of the adoption of these by-laws or as amended from time to time. Section 2. Reasonable expenses incurred by a director or officer who was or is made a party was, is, or is threatened to be made a party to named defendant or is involved respondent in any threateneda proceeding shall be paid or reimbursed by the corporation, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason advance of the fact final disposition o f the proceeding and without the determination required by the Delaware General Corporation Law, after the corporation receives a written affirmation by the director or officer of his good faith belief that it, he has met the standard of conduct necessary for indemnification under the Delaware General Corporation Law and a written undertaking by or a Person on behalf of whom the director or officer to repay the amount paid or reimbursed if it is the legal representative, ultimately determined that he has not met that standard or if it is or was a Director or while an Officer or Director is or was serving at the request ultimately determined that indemnification of the Company as a member, manager, director, officer, partner, venturer, proprietor, trustee, employee, authorized person, agent, director or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise (hereinafter, an “Indemnified Party”) shall be, except as permitted below in this Section 9.2, indemnified by the Company to the fullest extent permitted by the Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said Law permitted the Company to provide prior to such amendment) officer against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including reasonable attorneys’ fees) actually incurred by such Person him in connection with such Proceeding, and indemnification that proceeding is prohibited by the Delaware General Corporation Law. The written undertaking must be an unlimited general obligation of the director or officer but need not be secured. It may be accepted without reference to financial ability to make repayment. Payment or reimbursement shall be made under this ArticleARTICLE 9 shall continue as provision within thirty (30) days after receipt of both the aforementioned written affirmation and written undertaking to pay. Section 3. Any indemnification of or advance of expenses to a Person who has ceased to serve director in the capacity which initially entitled such Person to indemnity hereunder. Notwithstanding anything accordance with this article shall be reported in writing to the contrary in this Section 9.2, a Person shall not be entitled shareholders with or before notice or waiver of notice of the next shareholders’ meeting or with or before the next submission to indemnification hereunder if it is determined by a nonappealable order the shareholders of a court of competent jurisdiction or arbitrator thatconsent to action without a meeting, with respect to the matter for which such person seeks indemnification, such person did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, that such person’s actions constituted fraud, willful misconduct or bad faith or, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. The termination of any action, suit or 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 person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company and, with respect to in any criminal action case, within the twelve (12) month period immediately following the date of indemnification or proceeding, had reasonable cause to believe that his conduct was unlawfuladvance.

Indemnification of Directors, Officers, etc. Subject Section 1. Each person who at any time is or shall have been a director or officer of the corporation or any its subsidiaries, or is or shall otherwise have been serving at the written request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, and the heirs, executors and administrators of each such person, shall be indemnified by the corporation in accordance with and to the limitations set forth fullest extent permitted by the Delaware General Corporation Law as in this Article 9effect at the time of the adoption of these by-laws or as amended from time to time. The foregoing right of indemnification shall not be deemed exclusive of other rights to which any director, each Person officer, employee, agent or other person may be entitled in any capacity as a matter of law or under any by-law, agreement, vote of stockholders or directors, or otherwise. The corporation may purchase and maintain insurance on behalf of any person to the fullest extent permitted by the Delaware General Corporation Law as in effect at the time of the adoption of these by-laws or as amended from time to time. Section 2. Reasonable expenses incurred by a director or officer who was or is made a party was, is, or is threatened to be made a party to named defendant or is involved respondent in any threateneda proceeding shall be paid or reimbursed by the corporation, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason advance of the fact final disposition of the proceeding and without the determination required by the Delaware General Corporation Law, after the corporation receives a written affirmation by the director or officer of his good faith belief that it, he has met the standard of conduct necessary for indemnification under the Delaware General Corporation Law and a written undertaking by or a Person on behalf of whom the director or officer to repay the amount paid or reimbursed if it is the legal representative, ultimately determined that he has not met that standard or if it is or was a Director or while an Officer or Director is or was serving at the request ultimately determined that indemnification of the Company as a member, manager, director, officer, partner, venturer, proprietor, trustee, employee, authorized person, agent, director or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise (hereinafter, an “Indemnified Party”) shall be, except as permitted below in this Section 9.2, indemnified by the Company to the fullest extent permitted by the Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said Law permitted the Company to provide prior to such amendment) officer against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including reasonable attorneys’ fees) actually incurred by such Person him in connection with such Proceeding, and that proceeding is prohibited by the Delaware General Corporation Law. The written undertaking must be an unlimited general obligation of the director or officer but need not be secured. It may be accepted without reference to financial ability to make repayment. Section 3. Any indemnification under this ArticleARTICLE 9 shall continue as of or advance of expenses to a Person who has ceased to serve director in the capacity which initially entitled such Person to indemnity hereunder. Notwithstanding anything accordance with this article shall be reported in writing to the contrary in this Section 9.2, a Person shall not be entitled shareholders with or before notice or waiver of notice of the next shareholders’ meeting or with or before the next submission to indemnification hereunder if it is determined by a nonappealable order the shareholders of a court of competent jurisdiction or arbitrator thatconsent to action without a meeting, with respect to the matter for which such person seeks indemnification, such person did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, that such person’s actions constituted fraud, willful misconduct or bad faith or, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. The termination of any action, suit or 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 person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company and, with respect to in any criminal action case, within the twelve (12) month period immediately following the date of indemnification or proceeding, had reasonable cause to believe that his conduct was unlawfuladvance.

Indemnification of Directors, Officers, etc. Subject to the limitations set forth in this Article 9, each Person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that it, or a Person of whom it is the legal representative, is or was a Director or while an Officer or Director is or was serving at the request of the Company as a member, manager, director, officer, partner, venturer, proprietor, trustee, employee, authorized person, agent, or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise (hereinafter, an “Indemnified Party”) shall be, except as permitted below in this Section 9.2, indemnified by the Company to the fullest extent permitted by the Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said Law permitted the Company to provide prior to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including reasonable attorneys’ fees) actually incurred by such Person in connection with such Proceeding, and indemnification under this ArticleARTICLE ARTICLE 9 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. Notwithstanding anything to the contrary in this Section 9.2, a Person shall not be entitled to indemnification hereunder if it is determined by a nonappealable order of a court of competent jurisdiction or arbitrator that, with respect to the matter for which such person seeks indemnification, such person did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, that such person’s actions constituted fraud, willful misconduct or bad faith or, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. The termination of any action, suit or 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 person did not act in good faith and 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 action or proceeding, had reasonable cause to believe that his conduct was unlawful.