Common use of Indemnity in Proceedings By Clause in Contracts

Indemnity in Proceedings By. or In the Name of the Corporation. The ---------------------------------------------------------------------- Corporation shall indemnify the Indemnitee, if the Indemnitee is made a party to, or threatened to be made a party to, or otherwise involved in, any Proceeding which is an action by or in the right of the Corporation to procure a judgment in the Corporation's favor because the Indemnitee is or was an Agent of the Corporation. The indemnification contemplated by the provisions of this Paragraph 4 shall apply, and be limited, to and against all Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such Proceeding, but only if: (a) the Indemnitee satisfies the Applicable Standard (except that the Indemnitee's belief regarding the best interests the Corporation or other enterprise need not have been reasonable); (b) the Indemnitee acted with such care, including reasonable inquiry, as an ordinarily prudent person in a similar circumstance would use; and (c) the Proceeding is settled or otherwise disposed of with approval of the Corporation. No indemnification shall be made pursuant to the provisions of this Paragraph 4 for any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Corporation in the performance of the Indemnitee's duty to the Corporation, unless, and only to the extent that, the court in which such Proceeding is or was pending shall determine upon application that, considering all the circumstances of such Proceeding, the Indemnitee is fairly and reasonably entitled to indemnification for the Expenses, which such court shall determine.

Indemnity in Proceedings By. or In the Name of the Corporation. The ---------------------------------------------------------------------- Corporation shall indemnify the Indemnitee, if the Indemnitee is made a party to, or threatened to be made a party to, or otherwise involved in, any Proceeding which is an action by or in the right of the Corporation to procure a judgment in the Corporation's favor because the Indemnitee is or was an Agent of the Corporation. The indemnification contemplated by the provisions of this Paragraph 4 shall apply, and be limited, to and against all Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such Proceeding, but only if: (a) the Indemnitee satisfies the Applicable Standard (except that the Indemnitee's belief regarding the best interests the Corporation or other enterprise need not have been reasonable); (b) the Indemnitee acted with such care, including reasonable inquiry, as an ordinarily prudent person in a similar circumstance would use; and (c) the Proceeding is settled or otherwise disposed of with approval of the Corporation. No indemnification shall be made pursuant to the provisions of this Paragraph 4 for any claim, issue issue, or matter as to which the Indemnitee shall have been adjudged to be liable to the Corporation in the performance of the Indemnitee's duty to the Corporation, unless, and only to the extent that, the court in which such Proceeding is or was pending shall determine upon application that, considering all the circumstances of such Proceeding, the Indemnitee is fairly and reasonably entitled to indemnification for the Expenses, which such court shall determine.

Indemnity in Proceedings By. or In the Name of the Corporation. The ---------------------------------------------------------------------- --------------------------------------------------------------------- Corporation shall indemnify the Indemnitee, if the Indemnitee is made a party to, or threatened to be made a party to, or otherwise involved in, any Proceeding which is an action by or in the right of the Corporation to procure a judgment in the Corporation's favor because the Indemnitee is or was an Agent of the Corporation. The indemnification contemplated by the provisions of this Paragraph 4 shall apply, and be limited, to and against all Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such Proceeding, but only if: (a) the Indemnitee satisfies the Applicable Standard (except that the Indemnitee's belief regarding the best interests the Corporation or other enterprise need not have been reasonable); (b) the Indemnitee acted with such care, including reasonable inquiry, as an ordinarily prudent person in a similar circumstance would use; and (c) the Proceeding is settled or otherwise disposed of with approval of the Corporation. No indemnification shall be made pursuant to the provisions of this Paragraph 4 for any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Corporation in the performance of the Indemnitee's duty to the Corporation, unless, and only to the extent that, the court in which such Proceeding is or was pending shall determine upon application that, considering all the circumstances of such Proceeding, the Indemnitee is fairly and reasonably entitled to indemnification for the Expenses, which such court shall determine.