Common use of Indemnification Respecting Derivative Actions and Direct Actions by the Company Clause in Contracts

Indemnification Respecting Derivative Actions and Direct Actions by the Company. Subject to Section 10 below, the Company shall indemnify Indemnitee, or cause such Indemnitee to be indemnified, to the fullest extent permitted by Delaware law, if Indemnitee is, or is threatened to be, made a party to or otherwise involved in any proceeding by or in the right of the Company to procure a judgment in its favor against any and all expenses actually and reasonably incurred by Indemnitee in connection with investigating, defending, responding to settling or appealing such proceeding; provided, however, that indemnification shall be provided for any claim, issue or matter as to which Indemnitee has been adjudged to be liable to the Company only to the extent that the court in which such judgment was rendered or the Court of Chancery of the State of Delaware shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. For the avoidance of doubt, it is understood and agreed that any costs or expenses incurred by Indemnitee in connection with Indemnitee or any person associated with Indemnitee soliciting proxies with respect to the election of a director of the Company or any other matter submitted for a vote of the stockholders of the Company shall not be considered costs or expenses relating to a proceeding subject to indemnification or advancement pursuant to this Agreement; it being further understood, however, that (i) expenses actually and reasonably incurred by Indemnitee in connection with investigating, defending, responding to, settling or appealing a proceeding to which Indemnitee is made a party or otherwise involved or threatened to be made a party or otherwise involved and that arises out of or relates to any such proxy solicitation shall be expenses subject to indemnification and advancement pursuant to this Agreement except as otherwise provided by section 10 and (ii) nothing in this sentence is intended to limit the Company’s expenditure of funds in connection with the solicitation of proxies on behalf of the Board of Directors of the Company or the reimbursement by the Company as permitted by law of costs or expenses in connection with any other solicitation of proxies that is determined to have been for the benefit of the Company.

Indemnification Respecting Derivative Actions and Direct Actions by the Company. Subject to Section 10 below, the Company shall indemnify Indemnitee, or cause such Indemnitee to be indemnified, to the fullest extent permitted by Delaware law, if Indemnitee is, or is threatened to be, made a party to or otherwise involved in any proceeding by or in the right of the Company to procure a judgment in its favor against any and all expenses actually and reasonably incurred by Indemnitee in connection with investigating, defending, responding to settling or appealing such proceeding; provided, however, that indemnification shall be provided for any claim, issue or matter as to which Indemnitee has been adjudged to be liable to the Company only to the extent that the court in which such judgment was rendered or the Court of Chancery of the State of Delaware shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. For the avoidance of doubt, it is understood and agreed that any costs or expenses incurred by Indemnitee in connection with Indemnitee or any person associated with Indemnitee soliciting proxies with respect to the election of a director of the Company or any other matter submitted for a vote of the stockholders of the Company shall not be considered costs or expenses relating to a proceeding subject to indemnification or advancement pursuant to this Agreement; it being further understood, however, that (i) expenses actually and reasonably incurred by Indemnitee in connection with investigating, defending, responding to, settling or appealing a proceeding to which Indemnitee is made a party or otherwise involved or threatened to be made a party or otherwise involved and that arises out of or relates to any such proxy solicitation shall be expenses subject to indemnification and advancement pursuant to this Agreement except as otherwise provided by section 10 and (ii) nothing in this sentence is intended to limit the Company’s expenditure of funds in connection with the solicitation of proxies on behalf of the Board of Directors of the Company or the reimbursement by the Company as permitted by law of costs or expenses in connection with any other solicitation of proxies that is determined to have been for the benefit of the Company.

Indemnification Respecting Derivative Actions and Direct Actions by the Company. Subject to Section Sections 7 and 10 belowhereof, the Company shall indemnify Indemnitee, or cause such Indemnitee to be indemnified, to the fullest extent permitted by Delaware law, if Indemnitee is, or is threatened to be, made a party to or otherwise involved in any proceeding by or in the right of the Company to procure a judgment in its favor against any and all judgments and expenses actually and reasonably incurred by Indemnitee in connection with investigating, defending, responding to settling or appealing such proceeding; provided, however, that indemnification shall be provided for any claim, issue or matter as to which Indemnitee has been adjudged to be liable to the Company only to the extent that the a court of competent jurisdiction shall ultimately determine in which such judgment was rendered or the Court of Chancery of the State of Delaware shall determine upon application a final judgment, not subject to appeal, that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. For the avoidance of doubt, it is understood and agreed that any costs or expenses incurred by Indemnitee in connection with Indemnitee or any person associated with Indemnitee soliciting proxies with respect to the election of a director of the Company or any other matter submitted for a vote of the stockholders of the Company shall not be considered costs or expenses relating to a proceeding subject to indemnification or advancement pursuant to this Agreement; it being further understood, however, that (i) expenses actually and reasonably incurred by Indemnitee in connection with investigating, defending, responding to, settling or appealing a proceeding to which Indemnitee is made a party or otherwise involved or threatened to be made a party or otherwise involved and that arises out of or relates to any such proxy solicitation shall be expenses subject to indemnification and advancement pursuant to this Agreement except as otherwise provided by section Sections 7 or 10 hereof and (ii) nothing in this sentence is intended to limit the Company’s expenditure of funds in connection with the solicitation of proxies on behalf of the Board of Directors of the Company or the reimbursement by the Company as permitted by law of costs or expenses in connection with any other solicitation of proxies that is determined to have been for the benefit of the Company.