Common use of Indemnification of Officers, Directors and Other Eligible Persons Clause in Contracts

Indemnification of Officers, Directors and Other Eligible Persons. (a) The following provisions apply with respect to liability on the part of a director, a member of any committee of the Board of Directors, officer, 74 7 employee or agent of the Corporation (collectively, "Corporate Persons," and individually, a "Corporate Person") for any loss or damage suffered on account of any action taken or omitted to be taken by a Corporate Person: (1) No Corporate Person shall be liable for any loss or damage if, in taking or omitting to take any action causing such loss or damage, either (i) such Corporate Person acted (x) in good faith, (y) with the care an ordinarily prudent person in a like position would have exercised under similar circumstances, and (z) in a manner such Corporate Person reasonably believed was in the best interests of the Corporation, or (ii) such Corporate Person's breach of or failure to act in accordance with the standards of conduct set forth in clause (a)(1)(i) above (the "Standards of Conduct") did not constitute willful misconduct or recklessness. (2) Any Corporate Person shall be fully protected, and shall be deemed to have complied with the Standards of Conduct, in relying in good faith, with respect to any information contained therein, upon (i) corporate records, or (ii) information, opinions, reports or statements (including financial statements and other financial data) prepared or presented by (w) one or more other Corporate Persons whom such Corporate Person reasonably believes to be competent in the matters presented, (x) legal counsel, public accountants or other persons as to matters that such Corporate Person reasonably believes are within such person's professional or expert competence, (y) a committee of the Board of Directors, of which such Corporate Person is not a member, if such Corporate Person reasonably believes such committee of the Board of Directors merits confidence, or (z) the Board of Directors, if such Corporate Person is not a Director and reasonably believes that the Board of Directors merits confidence. (b) The following provisions apply to the indemnification by the Corporation of Corporate Persons and matters related thereto: (1) any criminal Action, either (x) had reasonable cause to believe his conduct was lawful, or (y) had no reasonable cause to believe his conduct was unlawful. The termination of any Action by judgment, order, settlement, conviction, or upon a plea of nolo contendere of its equivalent, shall not, of itself, be determinative that the person did not meet the standards for indemnification set forth in this Section 7.8(b)(1) (the "Indemnification Standards"). (2) To the extent that a person who is or was a Corporate Person of the Corporation, or is or was serving at the request of the Corporation in an Authorized Capacity of or for Another Entity, has been successful on the merits or otherwise in the defense of any Action referred to in Section 7.8(b)(1), or in the defense of any claim, issue or matter in any such Action, the Corporation shall indemnify him against Expenses actually and reasonably incurred by him in connection therewith. (3) Unless ordered by a court, any indemnification of any person under Section 7.8(b)(1) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of such person is proper in the circumstances because he met the Indemnification Standards. Such determination shall be made (i) by the Board of Directors, by a majority vote of a quorum consisting of directors who are not at the time parties to the Action involved ("Parties"); or (ii) if a quorum cannot be obtained under the preceding clause (i), by a majority vote of a committee duly designated by the Board of Directors (in which designation directors who are Parties may participate), consisting solely of two or more directors who are not at the time Parties; or (iii) by written opinion of independent legal counsel (x) selected by the Board of Directors or committee in the manner prescribed in the preceding clauses (i) or (ii), respectively, or (y) if a quorum cannot be obtained and a committee cannot be designated under the preceding clauses (i) and (ii), respectively, selected by a majority of the full Board of Directors, in which selection directors who are Parties may participate; or (iv) by the shareholders who are not at the time Parties, voting together as a single class. (5) The indemnification provided in these Articles (i) shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under (v) any law, (w) the By-Laws, (x) any resolution of the Board of Directors or of the shareholders, (y) any other authorization, whenever adopted, after notice, by a majority vote of all Voting Stock, or (z) the articles of incorporation, code of by-laws or other governing documents, or any resolution of or other authorization by the directors, shareholders, partners, trustees, members, owners or governing body, of Another Entity; (ii) shall inure to the benefit of the heirs, executors and administrators of such person; and (iii) shall continue as to any such person who has ceased to be a Corporate Person of the Corporation or to be serving in an Authorized Capacity for Another Entity. (6) The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a Corporate Person of the Corporation, or is or was serving at the request of the Corporation in an Authorized Capacity of or for Another Entity, against any liability asserted against and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Section 7.8(b). (7) For the purposes of this Section 7.8(b), references to "the Corporation" include any constituent corporation absorbed in a consolidation or merger (a "Constituent") as well as the resulting or surviving corporation (the "Survivor"), such that any person who is or was a Corporate Person of such a Constituent, or is or was serving at the request of such Constituent in an Authorized Capacity of or for Another Entity, shall stand in the same position under the provisions of this Section 7.8(b) with respect to the Survivor as he would if he had served the Survivor, or at its request, in the same capacity.

Indemnification of Officers, Directors and Other Eligible Persons. (a) The following provisions apply with respect to liability on the part of a director, a member of any committee of the Board of Directors, officer, 74 7 employee or agent of the Corporation (collectively, "Corporate Persons," and individually, a "Corporate Person") for any loss or damage suffered on account of any action taken or omitted to be taken by a Corporate Person: (1) No Corporate Person shall be liable for any loss or damage if, in taking or omitting to take any action causing such loss or damage, either (i) such Corporate Person acted (x) in good faith, (y) with the care an ordinarily prudent person in a like position would have exercised under similar circumstances, and (z) in a manner such Corporate Person reasonably believed was in the best interests of the Corporation, or (ii) such Corporate Person's breach of or failure to act in accordance with the standards of conduct set forth in clause (a)(1)(i) above (the "Standards of Conduct") did not constitute willful misconduct or recklessness. (2) Any Corporate Person shall be fully protected, and shall be deemed to have complied with the Standards of Conduct, in relying in good faith, with respect to any information contained therein, upon (i) corporate records, or (ii) information, opinions, reports or statements (including financial statements and other financial data) prepared or presented by (w) one or more other Corporate Persons whom such Corporate Person reasonably believes to be competent in the matters presented, (x) legal counsel, public accountants or other persons as to matters that such Corporate Person reasonably believes are within such person's professional or expert competence, (y) a committee of the Board of Directors, of which such Corporate Person is not a member, if such Corporate Person reasonably believes such committee of the Board of Directors merits confidence, or (z) the Board of Directors, if such Corporate Person is not a Director and reasonably believes that the Board of Directors merits confidence. (b) The following provisions apply to the indemnification by the Corporation of Corporate Persons and matters related thereto: (1) The Corporation shall indemnify any person who was or is a party to any threatened, pending or completed action, suit or proceeding, whether civil or criminal, administrative or investigative, formal or informal (an "Action"), by reason of the fact that he is or was a Corporate Person of the Corporation or is or was serving at the request of the Corporation as a Corporate Person, partner, trustee or member in another authorized capacity (collectively, an "Authorized Capacity") of or for another corporation, unincorporated association, business trust, estate, partnership, trust, joint venture, individual or other legal entity, whether or not organized or formed for profit (collectively, "Another Entity"), against expenses (including attorneys' fees) ("Expenses") and judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such Action, if such person (i) acted in good faith, (ii) acted in a manner he reasonably believed (x) with respect to actions as a Corporate Person of the Corporation, to be in the best interests of the Corporation, or (y) with respect to actions in an Authorized Capacity of or for Another Entity, was not opposed to the best interests of the Corporation, and (iii) with respect to any criminal Action, either (x) had reasonable cause to believe his conduct was lawful, or (y) had no reasonable cause to believe his conduct was unlawful. The termination of any Action by judgment, order, settlement, conviction, or upon a plea of nolo contendere of its equivalent, shall not, of itself, be determinative that the person did not meet the standards for indemnification set forth in this Section 7.8(b)(1) (the "Indemnification Standards"). (2) To the extent that a person who is or was a Corporate Person of the Corporation, or is or was serving at the request of the Corporation in an Authorized Capacity of or for Another Entity, has been successful on the merits or otherwise in the defense of any Action referred to in Section 7.8(b)(1), or in the defense of any claim, issue or matter in any such Action, the Corporation shall indemnify him against Expenses actually and reasonably incurred by him in connection therewith. (3) Unless ordered by a court, any indemnification of any person under Section 7.8(b)(1) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of such person is proper in the circumstances because he met the Indemnification Standards. Such determination shall be made (i) by the Board of Directors, by a majority vote of a quorum consisting of directors who are not at the time parties to the Action involved ("Parties"); or (ii) if a quorum cannot be obtained under the preceding clause (i), by a majority vote of a committee duly designated by the Board of Directors (in which designation directors who are Parties may participate), consisting solely of two or more directors who are not at the time Parties; or (iii) by written opinion of independent legal counsel (x) selected by the Board of Directors or committee in the manner prescribed in the preceding clauses (i) or (ii), respectively, or (y) if a quorum cannot be obtained and a committee cannot be cannotbe designated under the preceding clauses (i) and (ii), respectively, selected by a majority of the full Board of Directors, in which selection directors who are Parties may participate; or (iv) by the shareholders who are not at the time Parties, voting together as a single class. (4) Expenses reasonably incurred in defending an Action by any person who may be entitled to indemnification under Section 7.8(b)(1) may be paid by the Corporation in advance of the final disposition of such Action if (i) such person furnishes the Corporation with (x) a written affirmation of his good faith belief that he has met, and (y) a written undertaking, executed personally or on his behalf, to repay the advance (an "Undertaking") if it is ultimately determined that he did not meet the Indemnification Standards; and (ii) a determination is made, under the procedure set forth in Section 7.8(b)(3), that the facts then known to those making the determination would not preclude indemnification under Section 7.8(b)(1) above. An Undertaking must be an unlimited general obligation of the person making it, but need not be secured and may be accepted by the Corporation without reference to such person's financial ability to make repayment. (5) The indemnification provided in these Articles (i) shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under (v) any law, (w) the By-Laws, (x) any resolution of the Board of Directors or of the shareholders, (y) any other authorization, whenever adopted, after notice, by a majority vote of all Voting Stock, or (z) the articles of incorporation, code of by-laws or other governing documents, or any resolution of or other authorization by the directors, shareholders, partners, trustees, members, owners or governing body, of Another Entity; (ii) shall inure to the benefit of the heirs, executors and administrators of such person; and (iii) shall continue as to any such person who has ceased to be a Corporate Person of the Corporation or to be serving in an Authorized Capacity for Another Entity. (6) The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a Corporate Person of the Corporation, or is or was serving at the request of the Corporation in an Authorized Capacity of or for Another Entity, against any liability asserted against and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Section 7.8(b). (7) For the purposes of this Section 7.8(b), references to "the Corporation" include any constituent corporation absorbed in a consolidation or merger (a "Constituent") as well as the resulting or surviving corporation (the "Survivor"), such that any person who is or was a Corporate Person of such a Constituent, or is or was serving at the request of such Constituent in an Authorized Capacity of or for Another Entity, shall stand in the same position under the provisions of this Section 7.8(b) with respect to the Survivor as he would if he had served the Survivor, or at its request, in the same capacity.