Common use of Indemnity in Proceedings by or in the Right of the Corporation Clause in Contracts

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify the Indemnitee in accordance with the provisions of this Section 5 if the Indemnitee is a party to or threatened to be made a party to any Proceeding by or in the right of the Corporation to procure a judgment in its favor, against all Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such Proceeding, if the Indemnitee acted in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation. However, no indemnification shall be made under this Section 5 in respect of any claim, issue or matter as to which such person shall have been finally adjudged by a court to be liable for negligence or misconduct in the performance of the Indemnitee's duty to the Corporation, unless and only to the extent that any court in which such 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.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify the Indemnitee in accordance with the provisions of this Section 5 4 if the Indemnitee is a party to or threatened to be made a party to any Proceeding by or in the right of the Corporation to procure a judgment in its favor, favor against all reasonable Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such Proceeding, but only if the Indemnitee acted in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation. However, except that no indemnification for Expenses shall be made under this Section 5 4 in respect of any claim, issue or matter as to which such person shall have been finally adjudged by a court to be liable for negligence or misconduct in the performance of the Indemnitee's duty to the Corporation, unless and only to the extent that any court in which such 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.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify the Indemnitee in accordance with the provisions of this Section 5 4, if the Indemnitee is a party to or threatened to be made a party to any Proceeding by or in the right of the Corporation to procure a judgment in its favor, against all Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such Proceeding, Proceeding if the conduct of the Indemnitee acted was in good faith and in a manner which the Indemnitee reasonably believed to be that the Indemnitee’s conduct was in or not opposed to the best interests of the Corporation, or at least not opposed to its best interests. However, no the Indemnitee shall not be entitled to indemnification shall be made under this Section 5 4 in respect of connection with any claim, issue or matter as to Proceeding in which such person shall have the Indemnitee has been finally adjudged by a court to be liable for negligence or misconduct in the performance of the Indemnitee's duty to the Corporation, Corporation unless and only to the extent that any the court in which conducting such Proceeding was brought shall determine or any other court of competent jurisdiction determines upon application that, despite the adjudication of liability but in view of all the circumstances of the caseliability, the Indemnitee is fairly and reasonably entitled to indemnityindemnification in view of all the relevant circumstances.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify the Indemnitee in accordance with the provisions of this Section 5 4 if the Indemnitee is a party to or threatened to be made a party to any Proceeding by or in the right of the Corporation to procure a judgment in its favor, favor against all Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such Proceeding, but only if the Indemnitee acted in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation. However, except that no indemnification for Expenses shall be made under this Section 5 4 in respect of any claim, issue or matter as to which such person shall have been finally adjudged by a court to be liable for negligence or misconduct in the performance of the Indemnitee's duty to the Corporation, unless and only to the extent that any court in which such 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.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in accordance connection with the provisions defense or settlement of this Section 5 if the Indemnitee is a party to or threatened to be made a party to any Proceeding by or in the right of the Corporation to procure a judgment in its favor, against all Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such Proceeding, but only if the Indemnitee acted in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation. However, ; except that no indemnification for Expenses shall be made under this Section 5 section in respect of any claim, issue or matter as to which such person Indemnitee shall have been finally adjudged by a court to be liable to the Corporation for negligence or misconduct in the performance of the Indemnitee's duty to the Corporation, unless (and then only to the extent that any that) the court in which such 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 indemnityindemnity for such Expenses which such court shall deem proper.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify the Indemnitee in accordance with the provisions of this Section 5 4 if the Indemnitee is a party to or threatened to be made a party to any Proceeding by or in the right of the Corporation to procure a judgment in its favor, favor against all Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such Proceeding, but only if the Indemnitee acted in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation. However, except that no indemnification for Expenses shall be made under this Section 5 4 in respect of any claim, issue or matter as to which such person shall have been finally adjudged by a court to be liable for negligence or misconduct in the performance of the Indemnitee's duty to the Corporation, unless and only to the extent that any court in which such 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.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify the Indemnitee in accordance with the provisions of this Section 5 4 if the Indemnitee is a party to or threatened to be made a party to any Proceeding by or in the right of the Corporation to procure a judgment in its favor, favor against all Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such Proceeding, but only if the Indemnitee acted in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation. However, except that no indemnification for Expenses shall be made under this Section 5 4 in respect of any claim, issue or matter as to which such person shall have been finally adjudged by a court to be liable for negligence or misconduct in the performance of the Indemnitee's duty to the Corporation, unless and only to the extent that any court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances circumstance of the case, the Indemnitee is fairly and reasonably entitled to indemnity.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify the Indemnitee in accordance with the provisions of this Section 5 4 if the Indemnitee is a party to or threatened to be made a party to any Proceeding Proceedings by or in the right of the Corporation to procure a judgment in its favor, favor against all Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such Proceeding, but only if the Indemnitee acted in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation. However, except that no indemnification for Expenses shall be made under this Section 5 4 in respect of any claim, issue or matter as to which such person shall have been finally adjudged by a court to be liable for negligence or misconduct in the performance of the Indemnitee's duty to the Corporation, unless and only to the extent that any court in which such 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.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify the Indemnitee in accordance with the provisions of this Section 5 4, if the Indemnitee is a party to or threatened to be made a party to any Proceeding by or in the right of the Corporation to procure a judgment in its favor, against all Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such Proceeding, Proceeding if the conduct of the Indemnitee acted was in good faith and in a manner which the Indemnitee reasonably believed to be that the Indemnitee's conduct was in or not opposed to the best interests of the Corporation, or at least not opposed to its best interests. However, no the Indemnitee shall not be entitled to indemnification shall be made under this Section 5 4 in respect of connection with any claim, issue or matter as to Proceeding in which such person shall have the Indemnitee has been finally adjudged by a court to be liable for negligence or misconduct in the performance of the Indemnitee's duty to the Corporation, Corporation unless and only to the extent that any the court in which conducting such Proceeding was brought shall determine or any other court of competent jurisdiction determines upon application that, despite the adjudication of liability but in view of all the circumstances of the caseliability, the Indemnitee is fairly and reasonably entitled to indemnityindemnification in view of all the relevant circumstances.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify the Indemnitee in accordance with the provisions of this Section 5 4, if the Indemnitee is a party to or threatened to be made a party to any Proceeding by or in the right of the Corporation to procure a judgment in its favor, against all Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such Proceeding, Proceeding if the conduct of the Indemnitee acted was in good faith and in a manner which the Indemnitee reasonably believed to be that the Indemnitee's conduct was in or not opposed to the best interests of the Corporation, or at least not opposed to its best interests. However, no the Indemnitee shall not be entitled to indemnification shall be made under this Section 5 4 in respect of connection with any claim, issue or matter as to Proceeding in which such person shall have the Indemnitee has been finally adjudged by a court to be liable for negligence or misconduct in the performance of the Indemnitee's duty to the Corporation, Corporation unless and only to the extent that any the court in which conducting such Proceeding was brought shall determine or any other court of competent jurisdiction determines upon application that, despite the adjudication of liability but in view of all the circumstances of the caseliability, the Indemnitee is fairly and reasonably entitled to indemnityindemnification in view of all the rele­vant circumstances.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify the Indemnitee in accordance with the provisions of this Section 5 if the Indemnitee is a party to or threatened to be made a party to any Proceeding by or in the right of the Corporation to procure a judgment in its favor, against all Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such Proceeding, if the Indemnitee acted in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation. However, no indemnification shall be made under this Section 5 in respect of any claim, issue or matter as to which such person shall have been finally adjudged by a court to be liable for negligence or misconduct in the performance of the Indemnitee's ’s duty to the Corporation, unless and only to the extent that any court in which such 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.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify the Indemnitee in accordance with the provisions of this Section 5 if Paragraph, against all Expenses actually and reasonably incurred by Indemnitee in connection with the Indemnitee is a party to defense or threatened to be made a party to settlement of any Proceeding by or in the right of the Corporation to procure a judgment in its favor, against all Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such Proceeding, but only if the Indemnitee acted in good faith and in a manner which the Indemnitee he or she reasonably believed to be in or not opposed to the best interests of the Corporation. However, except that no indemnification for Expenses shall be made under this Section 5 Paragraph in respect of any claim, issue issue, or matter as to which such person Indemnitee shall have been finally adjudged by a court to be liable to the Corporation for negligence or misconduct in the performance of the Indemnitee's his or her duty to the Corporation, unless and only to the extent that any the court in which such 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 indemnityindemnity for such Expenses which such court shall deem proper.