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. Subject to Paragraph 7, the Corporation shall defend, indemnify and hold harmless the Indemnitee to the same extent set out in Section 2 in connection with the prosecution, defense, or settlement of any Proceeding by or in the name of the Corporation to procure a judgment in its favor by reason of the fact that the Indemnitee was or is a director and/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; provided, however, that no indemnification for Expenses shall be made under this Paragraph 3 with respect to any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Corporation, unless and only to the extent that any court in which such 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 as such court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE NAME OF THE CORPORATION. Subject to Paragraph 78, the Corporation shall defend, indemnify indemnify, and hold harmless the Indemnitee to the same extent set out in Section 2 3 in connection with the prosecution, defense, or settlement of any Proceeding by or in the name of the Corporation to procure a judgment in its favor by reason of the fact that the Indemnitee was or is a director and/or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee employee, or agent of another corporation, partnership, joint venture, trust or other enterprise; provided, however, that no indemnification for Expenses shall be made under this Paragraph 3 4 with respect to any claim, issue issue, or matter as to which the Indemnitee shall have been adjudged to be liable to the Corporation, unless and only to the extent that any court in which such 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 a defense, indemnity, and to be held harmless for such expenses as such court shall deem proper.