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 Company shall indemnify the Indemnitee when he was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that he is or was or had agreed to become a director, officer, employee or agent of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against costs, charges and expenses (including attorneys' and others' fees and expenses) actually and reasonably incurred by him in connection with the defense or settlement thereof or any appeal therefrom if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE NAME OF THE CORPORATION. The Company Subject to Paragraph 8, the Corporation shall indemnify the Indemnitee when he was against all Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or is a party or is threatened to be made a party to settlement of any threatened, pending or completed action, suit or proceeding Proceeding by or in the right name of the Company Corporation to procure a judgment in its favor by reason of the fact that he is or the Indemnitee was or had agreed to become is a director, officer, employee or agent director and/or officer of the Company, Corporation or is or was serving or had agreed to serve at the request of the Company Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against costsenterprise, charges and expenses (including attorneys' and others' fees and expenses) actually and reasonably incurred by him in connection with the defense or settlement thereof or any appeal therefrom but only if he acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the Company Corporation and except its shareholders; provided, however, that no indemnification for Expenses shall be made in under this Paragraph 4 with respect of to any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company Corporation, unless and only to the extent that the Court of Chancery or the any court in which such action, suit or proceeding was Proceeding is brought shall determine upon application that, that despite the adjudication of liability liability, but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.is

INDEMNITY IN PROCEEDINGS BY OR IN THE NAME OF THE CORPORATION. The Company Corporation shall indemnify Indemnitee against all Expenses actually incurred by Indemnitee in connection with the Indemnitee when he was defense or is a party or is threatened to be made a party to settlement of any threatened, pending or completed action, suit or proceeding Proceeding by or in the right name of the Company Corporation to procure a judgment in its favor by reason of the fact that he is or Indemnitee was or had agreed to become is a director, officer, employee or agent director and/or officer of the Company, corporation or is or was serving or had agreed to serve at the request of the Company Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against costsenterprise, charges and expenses (including attorneys' and others' fees and expenses) actually and reasonably incurred by him whether such Proceeding is based on the Indemnitee’s being a director and/or officer of the Corporation or serving in connection with such other capacity prior to or subsequent to the defense or settlement thereof or any appeal therefrom date hereof, but only if he Indemnitee acted in good faith and in a manner he which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and except that Corporation. Notwithstanding the foregoing, no indemnification for Expenses shall be made under this Paragraph 4 in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company Corporation, unless and only to the extent that the Court of Chancery or the any court in which such action, suit or proceeding was Proceeding is brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or as such other court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE NAME OF THE CORPORATION. The Company Subject to Section 7(a), the Corporation shall indemnify the Indemnitee when he was against all Expenses actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or is a party or is threatened to be made a party to appeal of any threatened, pending or completed action, suit or proceeding Proceeding by or in the right name of the Company Corporation to procure a judgment in its favor by reason of the fact that he is or the Indemnitee was or had agreed to become is a director, officer, employee or agent director of the Company, Corporation or is or was serving or had agreed to serve at the request of the Company Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against costsenterprise, charges and expenses (including attorneys' and others' fees and expenses) actually and reasonably incurred by him in connection with the defense or settlement thereof or any appeal therefrom but only if he acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the Company Corporation and except its shareholders; provided, however, that no indemnification for Expenses shall be made in under this Section 3 with respect of to any claim, issue issue, or matter as to which the Indemnitee shall have been adjudged to be grossly negligent, guilty of willful misconduct, or liable to the Company Corporation, unless and only to the extent that the Court of Chancery or the any court in which such action, suit or proceeding was the Proceeding is brought shall determine upon on application that, despite the adjudication of liability but liability, in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses which as the Court of Chancery or such other court shall deem proper.