Common use of INDEMNITY IN THIRD-PARTY PROCEEDINGS Clause in Contracts

INDEMNITY IN THIRD-PARTY PROCEEDINGS. If in connection with or by reason of Indemnitee’s Corporate Status, Indemnitee was, is, or is threatened to be made, a party to or a participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company to procure a judgment in its favor, the Company shall, to the fullest extent permitted by law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, all Expenses, liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such liabilities, judgments, penalties, fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on behalf of Indemnitee in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. If To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in connection accordance with or by reason the provisions of Indemnitee’s Corporate Status, this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant in any Proceeding (as hereinafter defined) Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, the Company shallIndemnitee shall be indemnified, to the fullest extent permitted by law, indemnify Indemnitee with respect to, held harmless and hold Indemnitee harmless from and against, exonerated against all Expenses, judgments, liabilities, judgmentsfines, penalties, fines penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such liabilitiesExpenses, judgments, penaltiesfines, fines penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on his behalf of Indemnitee in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. If The Company will hold harmless and indemnify Indemnitee in connection accordance with or by reason the provisions of Indemnitee’s Corporate Status, this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant in any Proceeding (as hereinafter defined) Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, the Company shall, will hold harmless and indemnify Indemnitee to the fullest extent permitted by lawapplicable law against all loss and liability suffered, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, all Expenses, liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such liabilitiesExpenses, judgments, penalties, fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf of Indemnitee in connection with such Proceeding or any claim, issue or matter therein, therein if (a) such Indemnitee acted in good faith and in a manner he or she Indemnitee reasonably believed to be in or not opposed to the best interests of the Company andCompany, and (b) in the case of a criminal Proceeding, such Indemnitee had no reasonable cause to believe that his or her Indemnitee’s conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. If The Company shall indemnify, hold harmless and exonerate Indemnitee in connection accordance with or by reason the provisions of Indemnitee’s Corporate Status, this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding (as hereinafter defined) Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, the Company shallIndemnitee shall be indemnified, to the fullest extent permitted by law, indemnify Indemnitee with respect to, held harmless and hold Indemnitee harmless from and against, exonerated against all Expenses, judgments, liabilities, judgmentsfines, penalties, fines penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such liabilitiesExpenses, judgments, penaltiesfines, fines penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on his behalf of Indemnitee in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. If The Company shall indemnify, hold harmless and exonerate Indemnitee in connection accordance with or by reason the provisions of Indemnitee’s Corporate Status, this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding (as hereinafter defined) Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, the Company shallIndemnitee shall be indemnified, to the fullest extent permitted by law, indemnify Indemnitee with respect to, held harmless and hold Indemnitee harmless from and against, exonerated against all Expenses, judgments, liabilities, judgmentsfines, penalties, fines penalties and amounts paid in settlement (including including, without limitation, all interest, assessments and other charges paid or payable in connection with or in respect of such liabilitiesExpenses, judgments, penaltiesfines, fines penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on his behalf of Indemnitee in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. If The Company shall indemnify and hold harmless Indemnitee in connection accordance with or by reason the provisions of Indemnitee’s Corporate Status, this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding (as hereinafter defined) Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, the Company shall, Indemnitee shall be indemnified and held harmless to the fullest extent permitted by law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, applicable law against all Expenses, judgments, liabilities, judgmentsfines, penalties, fines penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such liabilitiesExpenses, judgments, penaltiesfines, fines penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on his behalf of Indemnitee in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. If The Company shall indemnify and hold harmless Indemnitee in connection accordance with or by reason the provisions of Indemnitee’s Corporate Status, this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding (as hereinafter defined) Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, the Company shall, Indemnitee shall be indemnified to the fullest extent permitted by law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, applicable law against all Expenses, judgments, liabilities, judgmentsfines, penalties, fines penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such liabilitiesExpenses, judgments, penaltiesfines, fines penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on his behalf of Indemnitee in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. If The Company shall indemnify, hold harmless and exonerate Indemnitee in connection accordance with or by reason the provisions of Indemnitee’s Corporate Status, this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding (as hereinafter defined) Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, the Company shallIndemnitee shall be indemnified, to the fullest extent permitted by law, indemnify Indemnitee with respect to, held harmless and hold Indemnitee harmless from and against, exonerated against all Expenses, judgments, liabilities, judgmentsfines, penalties, fines penalties and amounts paid in settlement (including including, without limitation, all interest, assessments and other charges paid or payable in connection with or in respect of such liabilitiesExpenses, judgments, penaltiesfines, fines penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on his behalf of Indemnitee in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. If To the fullest extent permitted by applicable law, the Company shall indemnify and hold harmless Indemnitee in connection accordance with or by reason the provisions of Indemnitee’s Corporate Status, this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding (as hereinafter defined) Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, the Company shall, to the fullest extent permitted by law, indemnify Indemnitee with respect to, shall be indemnified and hold Indemnitee held harmless from and against, against all Expenses, judgments, liabilities, judgmentsfines, penalties, fines penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such liabilitiesExpenses, judgments, penaltiesfines, fines penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on his behalf of Indemnitee in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. If To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in connection accordance with or by reason the provisions of Indemnitee’s Corporate Status, this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant in any Proceeding (as hereinafter defined) Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, the Company shallIndemnitee shall be indemnified, to the fullest extent permitted by law, indemnify Indemnitee with respect to, held harmless and hold Indemnitee harmless from and against, exonerated against all Expenses, judgments, liabilities, judgmentsfines, penalties, fines penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such liabilitiesExpenses, judgments, penaltiesfines, fines penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on his or her behalf of Indemnitee in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. If The Company shall indemnify and hold harmless Indemnitee in connection accordance with or by reason the provisions of Indemnitee’s Corporate Status, this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding (as hereinafter defined) Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, the Company shall, Indemnitee shall be indemnified to the fullest extent permitted by law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, applicable law against all Expenses, judgments, liabilities, judgmentsfines, penalties, fines penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such liabilitiesExpenses, judgments, penaltiesfines, fines penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on their behalf of Indemnitee in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his or her their conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. If The Company shall indemnify and hold harmless Indemnitee in connection accordance with or by reason the provisions of Indemnitee’s Corporate Status, this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding (as hereinafter defined) Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, the Company shall, to the fullest extent permitted by law, indemnify Indemnitee with respect to, shall be indemnified and hold Indemnitee held harmless from and against, against all Expenses, judgments, liabilities, judgmentsfines, penalties, fines penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such liabilitiesExpenses, judgments, penaltiesfines, fines penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on his behalf of Indemnitee in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his or her conduct conduct, which is the subject of the Proceeding, was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. If The Company shall indemnify and hold harmless Indemnitee in connection accordance with or by reason the provisions of Indemnitee’s Corporate Status, this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding (as hereinafter defined) Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, the Company shall, Indemnitee shall be indemnified to the fullest extent permitted by law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, applicable law against all Expenses, judgments, liabilities, judgmentsfines, penalties, fines penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such liabilitiesExpenses, judgments, penaltiesfines, fines penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf of Indemnitee in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his or her Indemnitee’s conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. If The Company shall indemnify and hold harmless Indemnitee in connection accordance with or by reason the provisions of Indemnitee’s Corporate Status, this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding (as hereinafter defined) Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, the Company shall, Indemnitee shall be indemnified to the fullest extent permitted by law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, applicable law against all Expenses, judgments, liabilities, judgmentsfines, penalties, fines penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such liabilitiesExpenses, judgments, penaltiesfines, fines penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on his behalf of Indemnitee in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in in, or not opposed to to, the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. If The Company shall indemnify and hold harmless Indemnitee in connection accordance with or by reason the provisions of Indemnitee’s Corporate Status, this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding (as hereinafter defined) Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, the Company shall, to the fullest extent permitted by law, indemnify Indemnitee with respect to, shall be indemnified and hold Indemnitee held harmless from and against, against all Expenses, judgments, liabilities, judgmentsfines, penalties, fines penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such liabilitiesExpenses, judgments, penaltiesfines, fines penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on his behalf of Indemnitee in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his or her conduct was unlawful.