Common use of Indemnification of Officers Directors and Others Clause in Contracts

Indemnification of Officers Directors and Others. Section 1 Power to Indemnify in Actions, Suits or Proceedings Other Than Those by or in the Right of the Corporation. Subject to Section 3 of this Article V, the corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL as it presently exists or may hereafter be amended, any person who was or is made a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) (a “Proceeding”), by reason of the fact that such person is or was a director or officer of the corporation, or while serving as a director or officer of the corporation, is 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 (a “covered person”), against all liability and loss suffered and expenses (including attorneys’ fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by such covered person in connection with such Proceeding if such covered person acted in good faith and in a manner such covered person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal Proceeding, had no reasonable cause to believe such covered person’s 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 covered person did not act in good faith and in a manner which such covered person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such covered person’s conduct was unlawful.

Indemnification of Officers Directors and Others. Section 1 1. Power to Indemnify in Actions, Suits or Proceedings Other Than other than Those by or in the Right of the Corporation. Subject to Section 3 of this Article V, the corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL as it presently exists or may hereafter be amended, any person who was or is made a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) (a “Proceeding”), by reason of the fact that such person is or was a director or officer of the corporation, or or, while serving as a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust trust, employee benefit plan or other enterprise (a “covered person”)enterprise, against all liability and loss suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement) settlement actually and reasonably incurred by such covered person in connection with such Proceeding action, suit or proceeding if such covered person acted in good faith and in a manner such covered person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal Proceedingaction or proceeding, had no reasonable cause to believe such covered person’s conduct was unlawful. The termination of any Proceeding 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 covered person did not act in good faith and in a manner which such covered person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such covered person’s conduct was unlawful.

Indemnification of Officers Directors and Others. Section 1 Power to Indemnify in Actions, Suits or and Proceedings Other Than Those than by or in the Right Rights of the Corporation. Subject to Section 3 of this Article VThe Corporation shall indemnify, the corporation shall indemnify in accordance with and hold harmless, to the fullest extent now or hereafter permitted by the DGCL as it presently exists or may hereafter be amendedlaw, any each person who was or is made a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) (a “Proceeding”Corporation), by reason of the fact that such person he is or was was, or has agreed to become, a director or officer of the corporationCorporation, or while serving as a director or officer of the corporation, is or was serving serving, or has agreed to serve, at the request of the corporation Corporation, as a director, officerofficer or trustee of, employee or agent of in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (a including any employee benefit plan) (all such persons being referred to hereafter as an “covered person‘Indemnitee”), or by reason of any action alleged to have been taken or omitted in such capacity, against all liability and loss suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement) settlement actually and reasonably incurred by such covered person him or on his behalf in connection with such Proceeding action, suit or proceeding and any appeal therefrom, if such covered person he acted in good faith and in a manner such covered person he reasonably believed to be in in, or not opposed to to, the best interests of the corporationCorporation, and, with respect to any criminal Proceedingaction or proceeding, had no reasonable cause to believe such covered person’s his conduct was unlawful. The termination of any Proceeding action, suit or proceeding by judgment, order, settlement, conviction, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the covered person did not act in good faith and in a manner which such covered person he reasonably believed to be in in, or not opposed to to, the best interests of the corporationCorporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such covered person’s his conduct was unlawful. Notwithstanding anything to the contrary in this Article, except as set forth in Section 6 below, the Corporation shall not indemnify an Indemnitee seeking indemnification in connection with a proceeding (or part thereof) initiated by the Indemnitee unless the initiation thereof was approved by the Board of Directors of the Corporation.