Common use of INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY Clause in Contracts

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company shall indemnify and hold harmless an Indemnified Party, to the fullest extent permitted by applicable law, from and against all Liabilities and Expenses suffered or incurred by an Indemnified Party or on an Indemnified Party’s behalf in connection with any Proceeding brought by or in the right of the Company to procure a judgment in its favor, or any claim, action, discovery event, issue or matter therein or related thereto. Notwithstanding anything to the contrary herein, no indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which an Indemnified Party shall have been finally adjudged by a court in a final non-appealable decision to be liable to the Company, unless and only to the extent that the court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnified Party is fairly and reasonably entitled to indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company shall indemnify and hold harmless an Indemnified Party, Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is a party to the fullest extent permitted by applicable law, from and against all Liabilities and Expenses suffered or incurred by an Indemnified Party or on an Indemnified Party’s behalf in connection with threatened to be made a party to any Proceeding brought by or in the right of the Company to procure a judgment in its favorfavor against all Expenses actually and reasonably incurred by Indemnitee in connection with the defense or settlement of the Proceeding, but only if Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in or any claim, action, discovery event, issue or matter therein or related thereto. Notwithstanding anything not opposed to the contrary herein, no best interests of the Company. No indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter Proceeding as to which an Indemnified Party Indemnitee shall have been finally adjudged by a court in a final non-appealable decision Court to be liable to the Company, unless and only to the extent that the court any Court in which the Proceeding was brought shall determine determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnified Party Indemnitee is fairly and reasonably entitled to indemnificationindemnity.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company shall indemnify and hold harmless an Indemnified PartyIndemnitee, to the fullest extent permitted by applicable law, from and against all Liabilities and Expenses suffered or incurred by an Indemnified Party Indemnitee or on an Indemnified PartyIndemnitee’s behalf in connection with any such Proceeding brought by or in the right of the Company to procure a judgment in its favor, or any claim, action, discovery event, issue or matter therein therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or related thereto. Notwithstanding anything not opposed to the contrary herein, no best interests of the Company. No indemnification for Expenses shall be made under this Section 4 3 in respect of any claim, issue or matter as to which an Indemnified Party Indemnitee shall have been finally adjudged by a court in a final non-appealable decision to be liable to the Company, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnified Party Indemnitee is fairly and reasonably entitled to indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company shall indemnify and hold harmless an Indemnified Party, Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is a party to the fullest extent permitted by applicable law, from and against all Liabilities and Expenses suffered or incurred by an Indemnified Party or on an Indemnified Party’s behalf in connection with threatened to be made a party to any Proceeding brought by or in the right of the Company to procure a judgment in its favorfavor against all Expenses actually and reasonably incurred by Indemnitee in connection with the defense or settlement of the Proceeding, but only if Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in or any claim, action, discovery event, issue or matter therein or related thereto. Notwithstanding anything not opposed to the contrary herein, no best interests of the Company. No indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue issue, or matter as to which an Indemnified Party Indemnitee shall have been finally adjudged by a court in a final non-appealable decision to be liable to the Company, unless and only to the extent that the any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnified Party Indemnitee is fairly and reasonably entitled to indemnificationindemnity.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company shall indemnify and hold harmless an Indemnified Party, Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is a party to the fullest extent permitted by applicable law, from and against all Liabilities and Expenses suffered or incurred by an Indemnified Party or on an Indemnified Party’s behalf in connection with threatened to be made a party to any Proceeding brought by or in the right of the Company to procure a judgment in its favor, favor against all Expenses actually and reasonably incurred by Indemnitee in connection with the defense or any claim, action, discovery event, issue settlement of the Proceeding if Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in or matter therein or related thereto. Notwithstanding anything not opposed to the contrary herein, no best interests of the Company. No indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which an Indemnified Party Indemnitee shall have been finally adjudged by a court in a final non-appealable decision to be liable to the Company, unless and only to the extent that the any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnified Party Indemnitee is fairly and reasonably entitled to indemnificationindemnity.