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 Director in accordance with the provisions of this Section 5 if the Director was or is a party to, or is 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 Director in connection with the defense or settlement of such Proceeding if the Director acted in good faith and in a manner the Director reasonably believed was in or not opposed to the best interests of the Corporation. However, the Director shall not be entitled to indemnification under this Section 5 in connection with any Proceeding in which the Director has been adjudged liable to the Corporation unless and only to the extent that the court conducting such Proceeding or any other court of competent jurisdiction determines upon application that, despite such adjudication of liability, the Director is fairly and reasonably entitled to indemnification for such Expenses in view of all the relevant circumstances of the case.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify the Director in accordance with the provisions of this Section 5 if the Director was or is a party to, or is 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 Director in connection with the defense or settlement of such Proceeding if the Director acted in good faith and in a manner the Director reasonably believed was in or not opposed to the best interests of the Corporation. However, the The Director shall not be entitled to indemnification under this Section 5 in connection with any Proceeding in which the Director has been finally adjudged liable without further rights of appeal to the Corporation unless and only to the extent that the court conducting such Proceeding Proceeding, or any other court of competent jurisdiction jurisdiction, determines upon application that, despite such the adjudication of liability, the Director is fairly and reasonably entitled to indemnification for such Expenses in view of all the relevant circumstances of the casecircumstances.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify the Director in accordance with the provisions of this Section 5 if the Director was or is a party to, or is 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 Director in connection with the defense or settlement of such Proceeding if the Director acted in good faith and in a manner the Director reasonably believed was in or not opposed to the best interests of the Corporation. However, the Director shall not be entitled to indemnification under this Section 5 in connection with any Proceeding in which the Director has been adjudged liable to the Corporation unless and only to the extent that the court conducting such Proceeding Proceeding, or any other court of competent jurisdiction jurisdiction, determines upon application that, despite such the adjudication of liability, the Director is fairly and reasonably entitled to indemnification for such Expenses in view of all the relevant circumstances of the casecircumstances.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify the Director in accordance with the provisions of this Section 5 5, if the Director was or is a party to, or is threatened to be made a party to, 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 Director in connection with the defense or settlement of such Proceeding if the conduct of the Director acted was in good faith and in a manner the Director reasonably believed that the Director's conduct was in or not opposed to the best interests of the Corporation, or at least, not opposed to its best interests. However, the Director shall not be entitled to indemnification under this Section 5 in connection with any issue, claim or matter in a Proceeding in which to the extent that the Director has been adjudged liable to the Corporation with respect to such issue, claim or matter, unless and only to the extent that the court conducting such Proceeding or any other court of competent jurisdiction determines upon application application, that, despite such the adjudication of liability, the Director is fairly and reasonably entitled to indemnification for such Expenses in view of all the relevant circumstances of the casecircumstances.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify the Director in accordance with the provisions of this Section 5 5, if the Director was or is a party to, or is threatened to be made a party to, 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 Director in connection with the defense or settlement of such Proceeding if the conduct of the Director acted was in good faith and in a manner the Director reasonably believed that the Director's conduct was in or not opposed to the best interests of the Corporation, or at least, not opposed to its best interests. However, the Director shall not be entitled to indemnification under this Section 5 in connection with any issue, claim or matter in a Proceeding in which to the extent that the Director has been adjudged liable to the Corporation with respect to such issue, claim or matter unless and only to the extent that the court conducting such Proceeding or any other court of competent jurisdiction determines upon application application, that, despite such the adjudication of liability, the Director is fairly and reasonably entitled to indemnification for such Expenses in view of all the relevant circumstances of the casecircumstances.