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 Officer in accordance with the provisions of this Section 5 if the Officer 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 or one or more of its subsidiaries or affiliates to procure a judgment in its favor, against all Expenses actually and reasonably incurred by the Officer in connection with the defense or settlement of such Proceeding if the Officer acted in good faith and in a manner the Officer reasonably believed was in or not opposed to the best interests of the Corporation. However, the Officer shall not be entitled to indemnification under this Section 5 in connection with any Proceeding in which the Officer 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 the adjudication of liability, the Officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify the Officer in accordance with the provisions of this Section 5 if the Officer 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 or one or more of its subsidiaries or affiliates to procure a judgment in its favor, against all Expenses actually and reasonably incurred by the Officer in connection with the defense or settlement of such Proceeding if the Officer acted in good faith and in a manner the Officer reasonably believed was in or not opposed to the best interests of the Corporation. However, the The Officer shall not be entitled to indemnification under this Section 5 in connection with any Proceeding in which the Officer 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, or any other court of competent jurisdiction, determines upon application that, despite the adjudication of liability, the Officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify the Officer in accordance with the provisions of this Section 5 5, if the Officer 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 or one or more of its subsidiaries or affiliates to procure a judgment in its favor, against all Expenses actually and reasonably incurred by the Officer in connection with the defense or settlement of such Proceeding if the conduct of the Officer acted was in good faith and in a manner the Officer reasonably believed that the Officer'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 Officer 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 Officer 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, Proceeding or any other court of competent jurisdiction, jurisdiction determines upon application application, that, despite the adjudication of liability, the Officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances.