Common use of Indemnification of the Indemnitee Clause in Contracts

Indemnification of the Indemnitee. Subject to the terms of this Agreement, if, by reason of the Indemnitee’s Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding, the Company agrees to hold harmless and indemnify the Indemnitee to the fullest extent permitted by applicable law (as such law may be amended from time to time to increase the scope of such permitted indemnification) against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her, or on his or her behalf, in connection with such Proceeding or any claim, issue or matter therein. In furtherance of the foregoing indemnification, and without limiting the generality of the preceding sentence: (a) The Indemnitee shall be entitled to the rights of indemnification provided in this Section 2(a) if, by reason of his or her Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding other than a Proceeding by or in the right of the Company. Pursuant to this Section 2(a), the Indemnitee shall be indemnified against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her, or on his or her behalf, in connection with such Proceeding or any claim, issue or matter therein, if the 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 Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful. (b) The Indemnitee shall be entitled to the rights of indemnification provided in this Section 2(b) if, by reason of his or her Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 2(b), the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the 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. However, if applicable law so provides and notwithstanding any provision in this Section 2 or elsewhere in this Agreement to the contrary, no indemnification against such Expenses (or against any judgments, penalties, fines and amounts paid in settlement) shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that a court of competent jurisdiction shall determine that such indemnification may and should be made. (c) Notwithstanding any other provision of this Agreement to the contrary, to the extent that the Indemnitee is, by reason of his or her Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he or she shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time to increase the scope of such permitted indemnification, against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith. If the Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section 2(c) and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. (d) Notwithstanding the foregoing, the Company shall not be obligated to make any payment to the Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this Agreement) to be unlawful.

Indemnification of the Indemnitee. Subject to the terms of this Agreement, if, by reason of the Indemnitee’s Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding, the Company agrees to hold harmless and indemnify the Indemnitee to the fullest extent permitted by applicable law (as such law may be amended from time to time to increase the scope of such permitted indemnification) against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her, or on his or her behalf, in connection with such Proceeding or any claim, issue or matter therein. In furtherance of addition to the foregoing indemnification, and without limiting the generality of the preceding sentence: (a) The Indemnitee shall be entitled to the rights of indemnification provided in this Section 2(a) if, by reason of his or her Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding other than a Proceeding by or in the right of the Company. Pursuant to this Section 2(a), the Indemnitee shall be indemnified against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her, or on his or her behalf, in connection with such Proceeding or any claim, issue or matter therein, if the 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 Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful. (b) The Indemnitee shall be entitled to the rights of indemnification provided in this Section 2(b) if, by reason of his or her Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 2(b), the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the 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. However, if applicable law so provides and notwithstanding any provision in this Section 2 or elsewhere in this Agreement to the contrary, no indemnification against such Expenses (or against any judgments, penalties, fines and amounts paid in settlement) shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that a court of competent jurisdiction shall determine that such indemnification may and should be made. (c) Notwithstanding any other provision of this Agreement to the contrary, to the extent that the Indemnitee is, by reason of his or her Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he or she shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time to increase the scope of such permitted indemnification, against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith. If the Indemnitee is not wholly successful in such Proceeding Proceeding, but is successful, successful on the merits or otherwise, otherwise as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section 2(c) and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. (d) If (i) Indemnitee is or was affiliated with one or more Persons that has invested in the Company (an “Appointing Stockholder”), and (ii) the Appointing Stockholder is, or is threatened to be made, a party to or a participant in any Proceeding relating to or arising by reason of Appointing Stockholder’s position as a stockholder of, or lender to, the Company, or Appointing Stockholder’s appointment of or affiliation with Indemnitee or any other director, including, without limitation, any alleged misappropriation of a Company asset or corporate opportunity, any claim of misappropriation or infringement of intellectual property relating to the Company, any alleged false or misleading statement or omission made by the Company (or on its behalf) or its employees or agents, or any allegation of inappropriate control or influence over the Company or its Board members, officers, equity holders or debt holders, then the Appointing Stockholder will be entitled to indemnification hereunder for Expenses to the same extent as Indemnitee, and the terms of this Agreement as they relate to procedures for indemnification of Indemnitee, and advancement of Expenses shall apply to any such indemnification of Appointing Stockholder, provided, however, that such indemnification shall only be available to the extent that any such claim is covered by any directors’ and officers’ liability insurance policies maintained or procured by the Company pursuant to Section 8(b). The Company and Indemnitee agree that the Appointing Stockholder is an express third-party beneficiary of the terms of this Section 2(d). (e) Notwithstanding the foregoing, the Company shall not be obligated to make any payment to the Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this Agreement) to be unlawful.

Indemnification of the Indemnitee. Subject The Company agrees to indemnify and hold harmless the Indemnitee as follows: (i) against any and all loss, liability, claim, damage and expense (including reasonable attorneys’ fees) whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or arising out of any untrue statement or alleged untrue statement of a material fact included in the Prospectus, or caused by the omission or alleged omission therefrom of a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense (including reasonable attorneys’ fees) whatsoever, as incurred, to the terms of this Agreement, if, by reason extent of the Indemnitee’s Corporate Statusaggregate amount paid in settlement of any litigation, suit, action, proceeding (including any proceeding or investigation by any governmental agency or body), claim or demand (a “Proceeding”), commenced or threatened, based upon: (A) any untrue statement or alleged untrue statement of a material fact contained in the Indemnitee isRegistration Statement or the Prospectus or (B) omission or alleged omission therefrom of a material fact necessary to make the statements therein, or is threatened to be in the light of the circumstances under which they were made, a party not misleading; provided, that (subject to Section 2(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expenses (including reasonable attorneys’ fees) whatsoever, as incurred, reasonably incurred in investigating, preparing or participant in defending against any Proceeding, commenced or threatened, based upon: (A) any untrue statement or alleged untrue statement of a material fact contained in the Company agrees Registration Statement or the Prospectus or (B) omission or alleged omission therefrom of a material fact necessary to hold harmless and indemnify make the Indemnitee to the fullest extent permitted by applicable law (as such law may be amended from time to time to increase the scope of such permitted indemnification) against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her, or on his or her behalfstatements therein, in connection with such Proceeding or any claim, issue or matter therein. In furtherance the light of the foregoing indemnification, and without limiting the generality of the preceding sentence: (a) The Indemnitee shall be entitled to the rights of indemnification provided in this Section 2(a) if, by reason of his or her Corporate Status, the Indemnitee is, or is threatened to be circumstances under which they were made, a party to or participant in any Proceeding other than a Proceeding by or in the right of the Company. Pursuant to this Section 2(a), the Indemnitee shall be indemnified against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her, or on his or her behalf, in connection with such Proceeding or any claim, issue or matter therein, if the 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 Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful. (b) The Indemnitee shall be entitled to the rights of indemnification provided in this Section 2(b) if, by reason of his or her Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 2(b), the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the 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. However, if applicable law so provides and notwithstanding any provision in this Section 2 or elsewhere in this Agreement to the contrary, no indemnification against such Expenses (or against any judgments, penalties, fines and amounts paid in settlement) shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that a court of competent jurisdiction shall determine that such indemnification may and should be made. (c) Notwithstanding any other provision of this Agreement to the contrarymisleading, to the extent that the Indemnitee is, by reason of his or her Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he or she shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time to increase the scope of such permitted indemnification, against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith. If the Indemnitee expense is not wholly successful in such Proceeding but is successful, on the merits paid under Section 2(a)(i) or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section 2(c2(a)(ii) and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. (d) Notwithstanding the foregoing, the Company shall not be obligated to make any payment to the Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this Agreement) to be unlawful.above;

Indemnification of the Indemnitee. Subject to the terms of this Agreement, if, by reason of the Indemnitee’s Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding, the Company agrees to hold harmless and indemnify the Indemnitee to the fullest extent permitted by applicable law (as such law may be amended from time to time to increase the scope of such permitted indemnification) against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her, or on his or her behalf, in connection with such Proceeding or any claim, issue or matter therein. In furtherance of the foregoing indemnification, and without limiting the generality of the preceding sentence: (a) The Indemnitee shall be entitled to the rights of indemnification provided in this Section 2(a) if, by reason of his or her Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding other than a Proceeding by or in the right of the Company. Pursuant to this Section 2(a), the Indemnitee shall be indemnified against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her, or on his or her behalf, in connection with such Proceeding or any claim, issue or matter therein, if the 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 Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful. (b) The Indemnitee shall be entitled to the rights of indemnification provided in this Section 2(b) if, by reason of his or her Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 2(b), the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the 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. However, if applicable law so provides and notwithstanding any provision in this Section 2 or elsewhere in this Agreement to the contrary, no indemnification against such Expenses (or against any judgments, penalties, fines and amounts paid in settlement) shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that a court of competent jurisdiction shall determine that such indemnification may and should be made. (c) Notwithstanding any other provision of this Agreement to the contrary, to the extent that the Indemnitee is, by reason of his or her Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he or she shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time to increase the scope of such permitted indemnification, against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith. If the Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by him or her or on his or her - . behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section 2(c) and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. (d) Notwithstanding the foregoing, the Company shall not be obligated to make any payment to the Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 of this Agreement) to be unlawful.

Indemnification of the Indemnitee. Subject to the terms of this Agreement, if, by reason of the Indemnitee’s Corporate Statuslimitations set forth herein and particularly in Section 6 hereof, the Indemnitee isCorporation shall, or is threatened to be made, a party to or participant in any Proceeding, the Company agrees to hold harmless and indemnify the Indemnitee to the fullest extent permitted by applicable law (the BCA and the Articles, indemnify the Indemnitee as such law may be amended from time to time to increase the scope of such permitted indemnification) against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her, or on his or her behalf, in connection with such Proceeding or any claim, issue or matter therein. In furtherance of the foregoing indemnification, and without limiting the generality of the preceding sentence:set forth below. (a) The Indemnitee Corporation shall, with respect to any Eligible Proceeding (as hereinafter defined), indemnify the Indemnitee. The right to indemnification conferred herein shall be entitled presumed to have been relied upon by the rights of indemnification provided Indemnitee in this Section 2(a) if, by reason of serving or continuing to serve the Corporation in his or her Corporate Status, the Indemnitee is, or is threatened to capacity as an Eligible Party and shall be made, enforceable as a party to or participant contract right. Without in any Proceeding other than a Proceeding by or in way diminishing the right scope of the Company. Pursuant to indemnification provided by this Section 2(a), the rights of indemnification of the Indemnitee shall include but shall not be indemnified limited to those rights set out in Sections 2(b) through (e). (b) If a claim or Eligible Proceeding against all Expensesthe Indemnitee includes a claim or Eligible Proceeding against: (i) the lawful spouse or legally recognized domestic partner of such the Indemnitee; or (ii) a property interest of such spouse or domestic partner of such the Indemnitee, judgmentsand such claim or Eligible Proceeding arises from any actual or alleged wrongful act of such the Indemnitee, penaltiesthe Corporation shall, fines unless prohibited by the BCA and/or the Articles, indemnify the spouse or domestic partner or the property of such spouse or domestic partner to the extent that such indemnification does not arise from an Eligible Proceeding for any actual or alleged act, error or omission of such spouse or domestic partner. Unless prohibited by the BCA and/or the Articles, this Agreement shall also indemnify against Eligible Proceedings made against the estates, heirs, or legal representatives of any deceased the Indemnitee and amounts paid the legal representatives of any the Indemnitee in settlement the event of incompetence, insolvency or bankruptcy of an the Indemnitee who was an the Indemnitee at the time the wrongful acts upon which such Eligible Proceeding is based were alleged to have been committed. (c) To the fullest extent permitted by the BCA and the Articles, the Corporation shall indemnify the Indemnitee, if the Indemnitee is or was a party or is threatened to be made a party to any Eligible Proceeding (other than an action by or on behalf of the Corporation) by reason of the fact that the Indemnitee is or was an Eligible Party, against Eligible Penalties and Expenses (as such terms are hereinafter defined), actually and reasonably incurred by him or her, or on his or her behalf, the Indemnitee in connection with such Eligible Proceeding or any claim, issue or matter therein, if the Indemnitee acted honestly and in good faith with a view to the best interests of the Corporation or the Associated Corporation (as hereinafter defined), as the case may be, 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 ProceedingEligible Proceeding other than a civil proceeding, had no reasonable cause to believe the Indemnitee’s conduct in respect of which the proceeding was brought was unlawful. (bd) The Indemnitee shall be entitled to To the rights of indemnification provided in this Section 2(b) if, by reason of his or her Corporate Status, extent that the Indemnitee is, has been successful on the merits or is threatened to be made, a party to or participant otherwise in defense of any Eligible Proceeding brought by or in the right defense of the Company. Pursuant to this Section 2(b)any issue or matter therein, the Indemnitee shall be indemnified against all Eligible Penalties and Expenses actually and reasonably incurred by in connection therewith, except with respect to any portion of the IndemniteeEligible Proceeding relating to a matter described in Section 6. For these purposes, or the Indemnitee will be deemed to have been “successful on the Indemnitee’s behalf, in connection with such merits” upon termination of any Eligible Proceeding if the 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. However, if applicable law so provides and notwithstanding any provision in this Section 2 or elsewhere in this Agreement to the contrary, no indemnification against such Expenses (or against any judgments, penalties, fines and amounts paid in settlement) shall be made in respect of any claim, issue or matter in such Proceeding as therein, by the winning of a motion to which dismiss (with prejudice), motion for summary judgment, or settlement (with or without court approval). If the Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that a court of competent jurisdiction shall determine that such indemnification may and should be made. (c) Notwithstanding is entitled under any other provision of this Agreement to indemnification by the contraryCorporation for some or a portion of the Eligible Penalties and Expenses, to but not, however, for the extent that total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee is, by reason of his or her Corporate Status, a party for the portion thereof to and is successful, on the merits or otherwise, in any Proceeding, he or she shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time to increase the scope of such permitted indemnification, against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith. If which the Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section 2(c) and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matterentitled. (de) Notwithstanding the foregoing, the Company The Corporation shall not be obligated to make any payment to indemnify and hold harmless the Indemnitee that is finally determined from any claims for contribution which may be brought by officers, directors or employees of the Corporation (under other than the procedures, and subject to Indemnitee) who may be jointly liable with the presumptions, set forth in Sections 6 and 7 of this Agreement) to be unlawfulIndemnitee.

Indemnification of the Indemnitee. Subject The MLP hereby agrees (subject to the terms of exceptions set forth below in this Agreement, if, by reason of the Indemnitee’s Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding, the Company agrees Section 3) to hold harmless and indemnify the Indemnitee against Expenses to the fullest extent authorized or permitted by the MLP Partnership Agreement, the Partnership Statute or other applicable law (as such in effect on the date hereof, and to any greater extent that the MLP Partnership Agreement, the Partnership Statute or other applicable law may be amended in the future, from time to time to increase time, permit. Without diminishing the scope of such permitted indemnification) against all Expensesthe indemnification provided by this Section 3, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her, or on his or her behalf, in connection with such Proceeding or any claim, issue or matter therein. In furtherance the rights of indemnification of the foregoing indemnificationIndemnitee provided hereunder shall include, and without limiting but shall not be limited to, those rights hereinafter set forth, except that no indemnification shall be paid by the generality of MLP to the preceding sentenceIndemnitee: (a) The Indemnitee shall be entitled to the rights on account of indemnification provided any Proceeding in this Section 2(a) if, by reason of his or her Corporate Status, which judgment is rendered against the Indemnitee is, for disgorgement of profits made from the purchase or is threatened to be made, a party to or participant in any Proceeding other than a Proceeding sale by or in the right Indemnitee of securities of the Company. Pursuant MLP in violation of the provisions of Section 16(b) of the Securities Exchange Act of 1934 or similar provisions of any federal, state or local statutory law; (b) on account of any final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 2(a)Agreement, the Indemnitee shall be indemnified against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her, or on his or her behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good bad faith and or engaged in fraud or willful misconduct or, in the case of a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company andcriminal matter, acted with respect to any criminal Proceeding, had no reasonable cause to believe knowledge that the Indemnitee’s conduct was unlawful. (b) The Indemnitee shall be entitled to ; provided, that termination of any Proceeding by judgment, order of the rights court, settlement, conviction or upon a plea of indemnification provided in this Section 2(b) if, by reason of his or her Corporate Status, the Indemnitee isnolo contendere, or is threatened to be madeits equivalent, shall not, of itself, create a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 2(b), the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if presumption that the Indemnitee acted in good bad faith and or engaged in fraud or willful misconduct or, in the case of a manner criminal matter, acted with knowledge that the Indemnitee reasonably believed to be Indemnitee’s conduct was unlawful; (c) in or not opposed to the best interests of the Company. However, if any circumstance where (i) such indemnification is expressly prohibited by applicable law so provides and notwithstanding any provision in this Section 2 or elsewhere in this Agreement to the contrary, no indemnification against such Expenses (or against any judgments, penalties, fines and amounts paid in settlementii) shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that a final decision by a court of competent having jurisdiction in the matter shall determine that such indemnification may and should be made. (c) Notwithstanding any other provision of this Agreement to the contrary, to the extent that the Indemnitee is, by reason of his or her Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he or she shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time to increase the scope of such permitted indemnification, against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith. If the Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section 2(c) and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.lawful; (d) Notwithstanding the foregoing, the Company shall not be obligated with respect to make any liability for which payment is actually made to the Indemnitee that under a valid and collectible insurance policy or under a valid and enforceable indemnity clause or other agreement (other than this Agreement), except in respect of any liability in excess of payment under such insurance, indemnity clause or other agreement; (e) in connection with any Proceeding initiated by the Indemnitee against the MLP or any of its predecessors, subsidiaries or affiliated companies or directors or officers of the GP, (i) unless such indemnification is finally determined expressly required to be made by law, (under ii) unless the proceduresProceeding was authorized by the Board or such other person or persons empowered pursuant to Section 8 to make such determination, and subject (iii) unless such indemnification is provided by the MLP, in its sole discretion, pursuant to the presumptionspowers vested in the MLP by applicable law, set forth or (iv) except as provided in Sections 6 Section 11; or (f) with regard to any judicial award, if the MLP was not given a reasonable and 7 timely opportunity to participate in the defense of this Agreement) such action or to be unlawfulindemnify the Indemnitee for any amounts paid in settlement of any Proceeding effected without the MLP’s prior written consent.