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 Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is a party to or threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor 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 not opposed to the 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 Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that 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, Indemnitee is fairly and reasonably entitled to indemnity.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was or is, or was or is threatened to be made, a party to or threatened to be made a party to participant in any Proceeding by or in the right of the Company to procure a judgment in its favor favor. Pursuant to this Section 4, Indemnitee shall be indemnified against all Expenses and Losses actually and reasonably incurred or suffered by Indemnitee him or on his behalf in connection with the defense such Proceeding or settlement of the Proceedingany claim, but only if Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in issue or not opposed matter therein to the best interests of the Companyfullest extent permitted under law. No indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court 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, Indemnitee is fairly and reasonably entitled to indemnityindemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company shall indemnify Indemnitee 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 accordance connection with the provisions of this Section 4 if Indemnitee is a party to or 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 against all Expenses actually and reasonably incurred by Indemnitee in connection with the defense favor, or settlement of the Proceedingany claim, but only if Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in action, discovery event, issue or not opposed matter therein or related thereto. Notwithstanding anything to the best interests of the Company. No contrary herein, no indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee 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 any 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, Indemnitee the Indemnified Party is fairly and reasonably entitled to indemnityindemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was or is, or was or is threatened to be made, a party to or threatened to be made a party to participant in any Proceeding by or in the right of the Company to procure a judgment in its favor favor. Pursuant to this Section 4, Indemnitee shall be indemnified against all Expenses and Losses actually and reasonably incurred or suffered by Indemnitee him or on his behalf in connection with the defense such Proceeding or settlement of the Proceedingany claim, but only if Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in issue or not opposed matter therein to the best interests of the Companyfullest extent permitted by law. No indemnification for Expenses or Losses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that any a court in which the Proceeding was brought of appropriate jurisdiction shall determine upon application that, despite the adjudication of liability but in view of all the relevant circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnityindemnification, but any such indemnification shall be limited to Expenses.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was or is, or was or is threatened to be made, a party to or threatened to be made a party to participant in any Proceeding by or in the right of the Company to procure a judgment in its favor favor. Pursuant to this Section 4, Indemnitee shall be indemnified against all Expenses and Losses actually and reasonably incurred or suffered by Indemnitee [him][her] or on [his][her] behalf in connection with the defense such Proceeding or settlement of the Proceedingany claim, but only if Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in issue or not opposed matter therein to the best interests of the Companyfullest extent permitted by law. No indemnification for Expenses or Losses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that any a court in which the Proceeding was brought of appropriate jurisdiction shall determine upon application that, despite the adjudication of liability but in view of all the relevant circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnityindemnification, but any such indemnification shall be limited to Expenses.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or threatened to be made a party to participant in any Proceeding by or in the right of the Company to procure a judgment in its favor favor. Pursuant to this Section 4, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee him or on his behalf in connection with the defense such Proceeding or settlement of the Proceedingany claim, but only if Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in issue or not opposed to the best interests of the Companymatter therein. No indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that any a court in which the Proceeding was brought of appropriate jurisdiction shall determine upon application that, despite the adjudication of liability but in view of all the relevant circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnityindemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is a party to or threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor 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 not opposed to the 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 Indemnitee shall have been finally adjudged by a court Court to be liable to the Company, unless and only to the extent that any court 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, Indemnitee is fairly and reasonably entitled to indemnity.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company shall indemnify and hold harmless Indemnitee, to the fullest extent permitted by applicable law, from and against all Expenses suffered or incurred by Indemnitee or on Indemnitee’s behalf in accordance connection with the provisions of this Section 4 if Indemnitee is a party to or threatened to be made a party to any such Proceeding brought by or in the right of the Company to procure a judgment in its favor against all Expenses actually and reasonably incurred by Indemnitee in connection with the defense favor, or settlement of the Proceedingany claim, but only issue or matter therein, if Indemnitee acted in good faith and in a manner which Indemnitee he reasonably believed to be in or not opposed to the 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 Indemnitee shall have been finally adjudged by a court 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, Indemnitee is fairly and reasonably entitled to indemnityindemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company shall indemnify and hold harmless Indemnitee, to the fullest extent permitted by applicable law, from and against all Expenses suffered or incurred by Indemnitee or on Indemnitee’s behalf in accordance connection with the provisions of this Section 4 if Indemnitee is a party to or threatened to be made a party to any Proceeding brought by or in the name or right of the Company to procure a judgment in its favor against all Expenses actually and reasonably incurred by Indemnitee in connection with the defense favor, or settlement of the Proceedingany claim, but only issue or matter therein, if Indemnitee acted in good faith and in a manner which Indemnitee he reasonably believed to be in or not opposed to the 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 Indemnitee shall have been finally adjudged by a court 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, Indemnitee is fairly and reasonably entitled to indemnityindemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company shall indemnify Indemnitee to the extent set forth in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or threatened to be made a party to participant in any Proceeding by or in the right of the Company to procure a judgment in its favor favor. Pursuant to this Section 4, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection with the defense such Proceeding or settlement of the Proceedingany claim, but only if Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in issue or not opposed to the best interests of the Companymatter therein. No indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that any court in which the Proceeding was brought Delaware Court of Chancery (the “Delaware Court”) 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 indemnityindemnification for such expenses as the Delaware Court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is a party to or threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor Paragraph, against all Expenses actually and reasonably incurred by Indemnitee in connection with the defense or settlement of any Proceeding by or in the Proceedingright of the Company to procure a judgment in its favor, but only if Indemnitee acted in good faith and in a manner which Indemnitee he or she reasonably believed to be in or not opposed to the best interests of the Company. No , except that no indemnification for Expenses shall be made under this Section 4 Paragraph in respect of any claim, issue issue, or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company for negligence or misconduct in the performance of his or her duty to the Company, unless and only to the extent that any the court in which the such Proceeding was brought 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 indemnityindemnity for such Expenses which such court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 4 3 if Indemnitee is, or is threatened to be made, a party to or threatened to be made a party to witness or other participant in any Proceeding by or in the right of the Company to procure a judgment in its favor favor. Pursuant to this Section 3, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on their behalf in connection with the defense such Proceeding or settlement of the Proceedingany claim, but only if Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in issue or not opposed to the best interests of the Companymatter therein. No indemnification for Expenses shall be made under this Section 4 3 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court 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, Indemnitee is fairly and reasonably entitled to indemnityindemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was or is a party to or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status against all Expenses actually and reasonably incurred by Indemnitee him or in connection with the defense or settlement of the Proceeding, but only such Proceeding if Indemnitee he acted in good faith and in a manner which Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company. No Company and except that no indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter Proceeding as to which Indemnitee such person shall have been finally adjudged by a court to be liable for negligence or misconduct in the performance of his duty to the Company, Company unless and only to the extent that any the court in which the Proceeding such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the caseProceeding, Indemnitee such person is fairly and reasonably entitled to indemnityindemnity for such expenses which the court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is a party to or threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor against all Expenses actually and reasonably incurred by Indemnitee in connection with the defense or settlement of the Proceeding, but only Proceeding if Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the 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 Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that 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, Indemnitee is fairly and reasonably entitled to indemnity.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company shall indemnify Indemnitee and hold harmless Indemnitee, to the fullest extent permitted by applicable law, from and against all Liabilities and Expenses suffered or reasonably incurred (and, in accordance with the provisions case of this Section 4 if Indemnitee is a party to or threatened retainers, reasonably expected to be made a party to incurred) by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding brought by or in the right of the Company to procure a judgment in its favor against all Expenses actually and reasonably incurred by Indemnitee in connection with the defense favor, or settlement of the Proceedingany claim, but only if Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in issue or not opposed to the best interests of the Companymatter therein. No indemnification for Expenses shall be made under this Section 4 3 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware (the “Delaware Court”) 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, Indemnitee is fairly and reasonably entitled to indemnityindemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The ---------------------------------------------------------- Company shall indemnify Indemnitee in accordance with the provisions of this Section Paragraph 4 if Indemnitee is a party to or was or is threatened to be made to become involved in any manner, including without limitation as a party to or witness, in any Proceeding by or in the right of the Company to procure a judgment in its favor Company, against any and all Expenses actually and reasonably incurred by Indemnitee in connection with the defense or settlement of the ProceedingExpenses, but only if Indemnitee acted in good faith and in a manner which Indemnitee he or she reasonably believed to be in or not opposed to the best interests of the Company. No , except that no indemnification for Expenses shall be made under this Section Paragraph 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that any court in which the such Proceeding was brought 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 indemnityindemnity for such Expenses as such court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is a party to or threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor 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 not opposed to the 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 Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that 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, Indemnitee is fairly and reasonably entitled to indemnity.