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

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to the extent set forth in this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any 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, Indemnitee shall be indemnified against all Expenses, judgments, fines, penalties, excise taxes, and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 2 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 32, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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 with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any 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, Indemnitee shall be indemnified against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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, proceeding had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any 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, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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, proceeding had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 2 if Indemnitee is, or is threatened to be made, a party to or a witness or other participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 32, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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 with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify and hold harmless Indemnitee to the fullest extent set forth permitted by applicable law from and against all Losses and Expenses suffered or reasonably incurred by Indemnitee or on Indemnitee’s behalf in this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in connection with any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor, which is provided for in Section 4. Pursuant to this Section 3, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, and amounts paid in settlement Losses actually and reasonably incurred by Indemnitee or on his or her behalf 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, proceeding had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 if 2 if, by reason of his or her Corporate Status, Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 32, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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 with respect to any criminal proceedingProceeding, had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any 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, Indemnitee shall be indemnified against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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. The Company shall indemnify Indemnitee to the extent set forth in this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any 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, Indemnitee shall be indemnified against all Expenses, judgments, fines, penalties, excise taxes, taxes and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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. The Company shall be liable to indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any 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, Indemnitee shall be indemnified against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her Indemnitee’s behalf 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 proceedingProceeding, had no reasonable cause to believe that his or her Indemnitee’s conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 2 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 32, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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 with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall be liable to indemnify the Indemnitee to in accordance with the extent set forth in provisions of this Section 3 if the Indemnitee is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any 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 Indemnitee shall be indemnified against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if the 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 proceedingProceeding, had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 2 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 32, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement settlement, actually and reasonably incurred by Indemnitee or on his or her behalf Indemnitee’s behalf, 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. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 0 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 30, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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 with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 if Indemnitee is, or is threatened to be made, or in good faith believes it will become, a party to or a participant in any 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, Indemnitee shall be indemnified against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts On Assignment, Inc. Indemnification Agreement paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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, proceeding had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 if if, by reason of his Corporate Status, Indemnitee is, or is threatened to be made, a party to or a participant in any 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, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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, proceeding had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 2 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 32, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her Indemnitee’s behalf 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 with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any 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, Indemnitee shall be indemnified against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee Xxxxxxxxxx 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, proceeding had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 2 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 32, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her Indemnitee's behalf 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 with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 2 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 32, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted honestly and in good faith and in with a manner he or she reasonably believed to be in or not opposed view to the best interests of the Company andCompany, and in the case of a criminal proceedingor administrative Proceeding that is enforced by a monetary penalty, that person had no reasonable cause to believe grounds for believing that his or her that person’s conduct was unlawfullawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any 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, Indemnitee shall be indemnified against all Expenses, judgments, fines, penalties, excise taxes, Expenses and amounts paid in settlement Liabilities actually and reasonably incurred by Indemnitee or on his or her Indemnitee’s behalf 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, proceeding had no reasonable cause to believe that his or her Indemnitee’s conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to the extent set forth in this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any 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, Indemnitee shall be indemnified against all Expenses, judgments, fines, penalties, excise taxes, and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her Indemnitee’s behalf 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. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 2 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 32, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, fines and settlement amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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 with respect to any criminal proceedingaction or Proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 2 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 32, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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 with respect to any criminal proceedingProceeding, had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 2 if Indemnitee was, is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 32, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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 with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 if Indemnitee is, is named in or is threatened to be made, made a party to or a participant in any 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, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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, proceeding had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 if Indemnitee is, or is threatened to be made, or in good faith believes it will become, a party to or a participant in any 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, Indemnitee shall be indemnified against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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, proceeding had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any 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, Indemnitee shall be indemnified against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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, proceeding had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any 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, Indemnitee shall be indemnified against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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, proceeding had no reasonable cause to believe that his or her such conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 2 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 32, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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 with respect, to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 2 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 32, Indemnitee Indenmitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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 with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 2 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 32, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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 with respect to any criminal proceedingaction or Proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 3.1 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 33.1, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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 with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 2 if Indemnitee was or is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 32, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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 with respect to any criminal proceedingProceeding, had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 if Indemnitee lndemnitee is, or is threatened to be made, a party to or a participant in any 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, Indemnitee shall be indemnified against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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, proceeding had no reasonable cause to believe that his or her such conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 2 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 32, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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 with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to the extent set forth in this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any 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, Indemnitee shall be indemnified against all Expenses, judgments, fines, penalties, excise taxes, and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her their behalf 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 they 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. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 2 if Indemnitee was, is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 32, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her Indemnitee’s behalf 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 with respect to any criminal proceedingProceeding, had no reasonable cause to believe that his or her Indemnitee’s conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any 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, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue 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. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any 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, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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, proceeding had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 2 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 32, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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, proceeding had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to the extent set forth in this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any 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, Indemnitee shall be indemnified against all Expenses, judgments, fines, penalties, excise taxes, and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his his, her or her their behalf 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 his, her or her their conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 2 if Indemnitee is, or is threatened to be made, a party to or a witness, or other participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 32, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue 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 with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 2 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 32, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding Proceeding, or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favorfavor against you. Pursuant to this Section 3, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, regardless of outcome, 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, proceeding had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 2 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 32, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee 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 with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 2 if Indemnitee is, or is threatened to be made, a party to or a 3 participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 32, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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 with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify ------------------------------------ Indemnitee to in accordance with the extent set forth in provisions of this Section Paragraph 3 if Indemnitee is, is or was or is threatened to be mademade to become involved in any manner, including without limitation as a party to or a participant witness, in any Proceeding, 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, Indemnitee shall be indemnified ) against any and all Expenses, Expenses and any and all judgments, fines, penalties, excise taxesfines and penalties entered or assessed against Indemnitee, and any and all amounts reasonably paid or payable in settlement actually and reasonably incurred by Indemnitee or on his or her behalf Indemnitee, in connection with such Proceeding or any claimProceeding, issue or matter therein, but only if Indemnitee acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a Proceeding of a criminal proceedingnature, in addition, had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 2 if Indemnitee is, or is threatened to be made, a party to or a witness or other participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 32, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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 with respect to any criminal proceedingaction or Proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3Xxxxxxx 0, Indemnitee shall be Xxxxxxxxxx xxxxx xx indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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, proceeding had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any 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, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue 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, proceeding had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favorfavor against you. Pursuant to this Section 3, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her Indemnitee’s behalf 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, proceeding had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to the extent set forth in this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any 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, Indemnitee shall be indemnified against all Expenses, judgments, fines, penalties, excise taxes, and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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.. Form of Indemnification Agreement (Officers) Cerevel Therapeutics Holdings, Inc.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company Partnership shall indemnify Indemnitee to the extent set forth in this Section 3 if Indemnitee was, is, or is threatened to be made, made a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company Partnership to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified against all Expenses, judgments, fines, penalties, excise taxes, and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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 Partnership and, in the case of a criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful. Indemnitee shall not enter into any settlement in connection with a Proceeding without ten (10) days’ prior notice to the General Partner.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 2 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 32, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, taxes and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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 with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 2 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 32, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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 with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any 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, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her [his] [her] behalf 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 [he] [she] reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal proceeding, proceeding had no reasonable cause to believe that his or her [his] [her] conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any 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, Indemnitee shall be indemnified against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her Indemnitee's behalf 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, proceeding had no reasonable cause to believe that his or her Indemnitee's conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 2 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 32, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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 Company, and, in the case of a any criminal proceedingProceeding, had no reasonable cause to believe that his or her Indemnitee’s conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to the extent set forth in this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any 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, Indemnitee shall be indemnified against all Expenses, judgments, fines, penalties, excise taxes, and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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. Section 4.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 2 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 32, Indemnitee shall be indemnified against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her Indemnitee’s behalf 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. The [Except as otherwise provided in Section 15, the][The] Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 2 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 32, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter thereinProceeding, 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 with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any 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, Indemnitee shall be indemnified against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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, proceeding had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3Sxxxxxx 0, Indemnitee shall be Xxxxxxxxxx xxxxx xx indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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, proceeding had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 2 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 32, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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 with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.. Indemnitee will not enter into any settlement in connection with a Proceeding without ten (10) days’ prior notice to the Company. Exhibit 10.35

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3Xxxxxxx 0, Indemnitee shall be Xxxxxxxxxx xxxxx xx indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 2.01 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 32.01, Indemnitee shall be indemnified to the fullest extent permitted by applicable Law against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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 with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to the extent set forth in this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any 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, Indemnitee shall be indemnified against all Expenses, judgments, fines, penalties, excise taxes, and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 3, if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company and/or any of its subsidiaries to procure a judgment in its and/or any of its subsidiaries’ favor. Pursuant to this Section 3, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, and amounts paid in settlement Losses 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 Indemnitee 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, Proceeding had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 2 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 32, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her their behalf 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 they reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her their conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify and hold harmless Indemnitee to and Indemnitee’s spouse or Spousal Equivalent in accordance with the extent set forth in provisions of this Section 3 2 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 32, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, and amounts paid in settlement Expenses actually and reasonably incurred by Indemnitee or on his or her behalf 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 with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to the extent set forth in this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any 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 indemnify Indemnitee shall be indemnified against all Expenses, judgments, fines, penalties, excise taxes, and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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. The Company shall indemnify and hold harmless Indemnitee to the fullest extent set forth permitted by applicable law from and against all Losses and Expenses suffered or reasonably incurred by Indemnitee or on Indemnitee’s behalf in this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in connection with any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor, which is provided for in Section 4. Pursuant to this Section 3, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, and amounts paid in settlement Losses actually and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee Xxxxxxxxxx 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, proceeding had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 if Indemnitee is, was or is threatened to be made, a party to or a participant in any 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, Indemnitee shall be indemnified against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her Indemnitee’s behalf 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, Proceeding had no reasonable cause to believe that his or her such conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other of this than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter thereinthisein, 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, proceeding had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 2 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 32, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue 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 with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any 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, Indemnitee shall be indemnified against all Expenses, judgments, fines, penalties, excise taxes, Expenses and amounts paid in settlement Liabilities actually and reasonably incurred by Indemnitee or on his or her Indemnitee’s behalf 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, proceeding had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any 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, Indemnitee shall be indemnified against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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.was

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to the extent set forth in this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any 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, Indemnitee shall be indemnified against all Expenses, judgments, fines, penalties, excise taxes, and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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. The Company shall indemnify Indemnitee to the extent set forth in this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any 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, Indemnitee shall be indemnified against all Expenses, judgments, fines, penalties, excise taxes, and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee Xxxxxxxxxx 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. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 2 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 32, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted honestly and 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 andor its stockholders, and in the case of a criminal proceedingProceeding, that person had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to the extent set forth in this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any 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, Indemnitee shall be indemnified against all Expenses, judgments, fines, penalties, excise taxes, and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 2 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 32, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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 with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.. Indemnification Agreement -3-

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify an Indemnitee to in accordance with the extent set forth in provisions of this Section 3 2 if such Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 32, such Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by such Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if such 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 with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 2 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 32, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably -3- incurred by Indemnitee or on his or her behalf 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 with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify and hold harmless Indemnitee to in accordance with the extent set forth in provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any 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, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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. The Company shall indemnify Indemnitee to lndemnitee in accordance with the extent set forth in provisions of this Section 3 if Indemnitee lndemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other of this than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee lndemnitee shall be indemnified against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee lndemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter thereinthisein, if Indemnitee lndemnitee 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, proceeding had no reasonable cause to believe that his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to in accordance with the extent set forth in provisions of this Section 3 2 if Indemnitee is, or is threatened to be made, a party to or a witness or other participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 32, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines, penalties, excise taxes, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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 with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.. ​

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify Indemnitee to the extent set forth in this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any 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, Indemnitee shall be indemnified against all Expenses, judgments, fines, penaltiesliabilities, excise taxes, penalties and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf 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.