Common use of INDEMNITY IN PROCEEDINGS BY OR IN THE NAME OF THE CORPORATION Clause in Contracts

INDEMNITY IN PROCEEDINGS BY OR IN THE NAME OF THE CORPORATION. The Corporation shall indemnify the Indemnitee, if the Indemnitee is made a party to, or threatened to be made a party to, or otherwise involved in, any Proceeding which is an action by or in the right of the Corporation to procure a judgment in the Corporation's favor because the Indemnitee is or was an Agent of the Corporation. The indemnification contemplated by the provisions of this Paragraph 4 shall apply, and be limited, to and against all Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such Proceeding, but only if: (a) the Indemnitee satisfies the Applicable Standard (except that the Indemnitee's belief regarding the best interests the Corporation or other enterprise need not have been reasonable); (b) the Indemnitee acted with such care, including reasonable inquiry, as an ordinarily prudent person in a similar circumstance would use; and (c) the Proceeding is not settled or otherwise disposed of without approval of the Corporation. No indemnification shall be made pursuant to the provisions of this Paragraph 4 for any claim, issue, or matter as to which the Indemnitee shall have been adjudged to be liable to the Corporation in the performance of the Indemnitee's duty to the Corporation, unless, and only to the extent that, the court in which such Proceeding is or was pending shall determine upon application that, considering all the circumstances of such Proceeding, the Indemnitee is fairly and reasonably entitled to indemnification for the Expenses, which such court shall determine.

INDEMNITY IN PROCEEDINGS BY OR IN THE NAME OF THE CORPORATION. The Corporation shall indemnify the Indemnitee, if the Indemnitee is made a party to, or threatened to be made a party to, or otherwise involved in, any Proceeding which is an action by or in the right of the Corporation to procure a judgment in the Corporation's favor because the Indemnitee is or was an Agent of the Corporation. The indemnification contemplated by the provisions of this Paragraph 4 5 shall apply, and be limited, to and against all Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such Proceeding, but only if: (a) the Indemnitee satisfies the Applicable Standard (except that the Indemnitee's belief regarding the best interests the Corporation or other enterprise need not have been reasonable); (b) the Indemnitee acted with such care, including reasonable inquiry, as an ordinarily prudent person in a similar circumstance would use; and (c) the Proceeding is not settled or otherwise disposed of without with approval of the Corporation. No indemnification shall be made pursuant to the provisions of this Paragraph 4 5 for any claim, issue, or matter as to which the Indemnitee shall have been adjudged to be liable to the Corporation in the performance of the Indemnitee's duty to the Corporation, unless, and only to the extent that, the court in which such Proceeding is or was pending shall determine upon application that, considering all the circumstances of such Proceeding, the Indemnitee is fairly and reasonably entitled to indemnification for the Expenses, which such court shall determine.

INDEMNITY IN PROCEEDINGS BY OR IN THE NAME OF THE CORPORATION. The Subject to Paragraph 8.1, the Corporation shall will indemnify the Indemnitee, if the Indemnitee is made a party to, or threatened to be made a party to, or otherwise involved in, any Proceeding which is an action by or in the right of the Corporation to procure a judgment in the Corporation's favor because the Indemnitee is or was an Agent of the Corporation. The indemnification contemplated by the provisions of this Paragraph 4 shall apply, and be limited, to and against all Expenses actually and reasonably incurred by the Indemnitee in connection with the defense investigation, defense, settlement, or settlement appeal of such Proceedingany Proceeding by or in the name of the Corporation to procure a judgment in its favor by reason of the fact the Indemnitee was or is a director or officer of the Corporation or 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, but only if: (a) the Indemnitee satisfies the Applicable Standard (except that the Indemnitee's belief regarding if he acted in good faith and in a manner he reasonably believed to be in the best interests of the Corporation or other enterprise need not have been reasonable); (b) the Indemnitee acted with such careand its shareholders; provided, including reasonable inquiryhowever, as an ordinarily prudent person in a similar circumstance would use; and (c) the Proceeding is not settled or otherwise disposed of without approval of the Corporation. No no indemnification shall for Expenses will be made pursuant to the provisions of under this Paragraph 4 for with respect to any claim, issue, or matter as to which the Indemnitee shall will have been adjudged to be liable to the Corporation in the performance of the Indemnitee's duty to the Corporation, unless, unless and only to the extent that, the that any court in which such the Proceeding is or was pending shall brought will determine upon application thaton application, considering despite the adjudication of liability, in view of all the circumstances of such Proceedingthe case, the Indemnitee is fairly and reasonably entitled to indemnification indemnity for such expenses as the Expenses, which such court shall determinewill deem proper.