Common use of Indemnity of Indemnitee Clause in Contracts

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the full extent authorized or permitted by the provisions of the Law, as such may be amended from time to time, and Restated Certificate, as such may be amended. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his Corporate Status (as defined herein), he is, or is threatened to be made, a party to or participant in any Proceeding (as defined herein) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the full extent authorized or permitted by the provisions of the Law, as such may be amended from time to time, and Restated Certificatethe Company’s Bylaws, as such may be amended. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his Corporate Status (as defined hereinhereinafter defined), he is, or is threatened to be made, a party to or participant in any Proceeding (as defined hereinhereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the full extent authorized or permitted by the provisions of the Law, as such may be amended from time to time, and Restated Certificatethe Bylaws of the Company, as such may be amended. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his Corporate Status (as defined hereinhereinafter defined), he is, or is threatened to be made, a party to or participant in any Proceeding (as defined hereinhereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the full fullest extent authorized or permitted by the provisions of the Law, as such may be amended from time to time, and Restated CertificateArticle VII, Section 6 of the Bylaws, as such may be amended. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a1(a) if, by reason of his Corporate Status (as defined hereinhereinafter defined), he is, or is threatened to be made, a party to or participant in any Proceeding (as defined hereinhereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, him or on his behalf, behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the CompanyCompany and, and with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the full fullest extent authorized or permitted by the provisions of the Lawlaw, as such may be amended from time to time, and Restated Certificate, as such may be amended. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the CompanyPROCEEDINGS OTHER THAN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(aSECTION 1(a) if, by reason of his Indemnitee's Corporate Status (as defined hereinhereinafter defined), he the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as defined hereinhereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(aSECTION L(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if he the Indemnitee acted in good faith and in a manner he the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe his the Indemnitee's conduct was unlawful.

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the full extent authorized or permitted by the provisions of the LawAct, as such may be amended from time to time, and Restated CertificateSection 53 of the Bye-laws, as such may be amended. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a1(a) if, by reason of his Corporate Status (as defined hereinhereinafter defined), he is, or is threatened to be made, a party to or participant in any Proceeding (as defined hereinhereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, him or on his behalf, behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the CompanyCompany and, and with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

Indemnity of Indemnitee. The Company hereby agrees to will (and will cause its subsidiaries, affiliates and acquisitions for which Indemnitee provides services to) hold harmless and indemnify Indemnitee to the full fullest extent authorized or permitted by the provisions of the Lawlaw, as such may be amended from time to time, and Restated Certificate, as such may be amended. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a1(a) if, by reason of his Corporate Status (as defined hereinbelow), he the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as defined hereinbelow) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall must be indemnified against all Expenses (as hereinafter defineddefined below), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter thereinrelating to the Proceeding, if he the Indemnitee acted in good faith and in a manner he the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe his the Indemnitee’s conduct was unlawful.

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the full fullest extent authorized or permitted by the provisions of the LawNRS, as such may be amended from time to time, and Restated Certificatethe Bylaws, as such may be amended. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a1(a) if, by reason of his Corporate Status (as defined hereinhereinafter defined), he is, or is threatened to be made, a party to or participant in any Proceeding (as defined hereinhereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, him or on his behalf, behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.Company 4000-0000-0000.v1

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the full extent authorized or permitted by the provisions of the LawDGCL, as such may be amended from time to time, and Restated Certificatethe Bylaws, as such may be amended. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a1(a) if, by reason of his Corporate Status (as defined hereinhereinafter defined), he is, or is threatened to be made, a party to or participant in any Proceeding (as defined hereinhereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, him or on his behalf, behalf in connection with such Proceeding or any claim, issue or matter thereinherein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the CompanyCompany and, and with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the full extent authorized or permitted by the provisions of the Law, as such may be amended from time to time, and Restated CertificateArticle VII, Section 6 of the Bylaws, as such may be amended. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his Corporate Status (as defined hereinhereinafter defined), he is, or is threatened to be made, a party to or participant in any Proceeding (as defined hereinhereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, him or on his behalf, behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the CompanyCompany and, and with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the full extent authorized or permitted by the provisions of the Law, as such may be amended from time to time, and Restated CertificateArticle VI of the Bylaws, as such may be amended. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a1(a) if, ii; by reason of his Corporate Status (as defined hereinhereinafter defined), he is, or is threatened to be made, a party to or participant or witness in any Proceeding (as defined hereinhereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the full extent authorized or permitted by the provisions of the Law, as such may be amended from time to time, and Restated Article Eight of the Certificate, as such may be amended. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the CompanyOTHER THAN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a1(a) if, by reason of his Corporate Status (as defined hereinhereinafter defined), he is, or is threatened to be made, a party to or participant in any Proceeding (as defined hereinhereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, him or on his behalf, behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the CompanyCompany and, and with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the full extent authorized or permitted by the provisions of the Law, as such may be amended from time to time, and Restated CertificateArticle VIII of the Bylaws, as such may be amended. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a1(a) if, by reason of his Corporate Status (as defined hereinhereinafter defined), he is, or is threatened to be made, a party to or participant in any Proceeding (as defined hereinhereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, him or on his behalf, behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the CompanyCompany and, and with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the full extent authorized or permitted by the provisions of the Law, as such may be amended from time to time, and Restated Certificateof the Charter, as such may be amended. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a1(a) if, by reason of his Corporate Status (as defined hereinhereinafter defined), he is, or is threatened to be made, a party to or participant in any Proceeding (as defined hereinhereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the full extent authorized or permitted by the provisions of the Delaware Law, as such may be amended from time to time, and Restated Certificatethe Bylaws, as such may be amended. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his Corporate Status (as defined hereinhereinafter defined), he is, or is threatened to be made, a party to or participant in any Proceeding (as defined hereinhereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, him or on his behalf, behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the CompanyCompany and, and with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the full extent authorized or permitted by the provisions of the Law, as such may be amended from time to time, and Restated CertificateArticle VI of the Bylaws, as such may be amended. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his Corporate Status (as defined hereinhereinafter defined), he is, or is threatened to be made, a party to or participant in any Proceeding (as defined hereinhereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee Indemnitee, by reason of his Corporate Status (as hereinafter defined) and as more fully described below, to the full fullest extent authorized or permitted by the provisions of the Lawlaw, as such may be amended from time to time, and Restated Certificate, as such may be amended. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a1(a) if, by reason of his Corporate Status (as defined herein)Status, he the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as defined hereinhereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, the Indemnitee in connection with such Proceeding or any claim, issue or matter therein, if he the Indemnitee acted in good faith and in a manner he the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe his the Indemnitee’s conduct was unlawful.

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the full fullest extent authorized or permitted by the provisions of the LawNRS, as such may be amended from time to time, and Restated Certificatethe Bylaws, as such may be amended. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a1(a) if, by reason of his Corporate Status (as defined hereinhereinafter defined), he is, or is threatened to be made, a party to or participant in any Proceeding (as defined hereinhereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, him or on his behalf, behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.Company 0000-0000-0000.v1

Indemnity of Indemnitee. The Company hereby agrees to to, in connection with Indemnitee’s Corporate Status (as hereinafter defined), hold harmless and indemnify Indemnitee to the full fullest extent authorized or permitted by the provisions of the Lawlaw, as such may be amended from time to time, and Restated Certificate, as such may be amended. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his Corporate Status (as defined herein)Status, he Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as defined hereinhereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if he the Indemnitee acted in good faith and in a manner he the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe his the Indemnitee’s conduct was unlawful.

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the full extent authorized or permitted by the provisions of the Law, as such may be amended from time to time, and Restated CertificateArticle VII of the Bylaws, as such may be amended. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his Corporate Status (as defined hereinhereinafter defined), he is, or is threatened to be made, a party to or participant in any Proceeding (as defined hereinhereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the full extent authorized or permitted by the provisions of the Law, as such may be amended from time to time, and Restated Certificatethe Bylaws, as such may be amendedamended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a1(a) if, by reason of his Corporate Status (as defined hereinhereinafter defined), he is, or is threatened to be made, a party to or participant in any Proceeding (as defined hereinhereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the full extent authorized or permitted by the provisions of the Law, as such may be amended from time to time, and Restated CertificateArticle VI of the Bylaws, as such may be amendedamended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his Corporate Status (as defined hereinhereinafter defined), he is, or is threatened to be made, a party to or participant in any Proceeding (as defined hereinhereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, him or on his behalf, behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the CompanyCompany and, and with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the full extent authorized or permitted by the provisions of the Delaware Law, as such may be amended from time to time, and Restated Certificatethe Bylaws, as such may be amended. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his his/her Corporate Status (as defined hereinhereinafter defined), he he/she is, or is threatened to be made, a party to or participant in any Proceeding (as defined hereinhereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, /her or on his behalf, his/her behalf in connection with such Proceeding or any claim, issue or matter therein, if he he/she acted in good faith and in a manner he he/she reasonably believed to be in or not opposed to the best interests of the CompanyCompany and, and with respect to any criminal Proceeding, had no reasonable cause to believe his his/her conduct was unlawful.

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the full extent authorized or permitted by the provisions of the LawCode, as such may be amended from time to time, and Restated CertificateSection 44 of the Bylaws, as such may be amended. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a1(a) if, by reason of his Corporate Status (as defined hereinhereinafter defined), he is, or is threatened to be made, a party to or participant in any Proceeding (as defined hereinhereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, him or on his behalf, behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the CompanyCompany and, and with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the full extent authorized or permitted by the provisions of the Law, as such may be amended from time to time, and Restated CertificateArticle VI, Section 6 of the Bylaws, as such may be amended. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his Corporate Status (as defined hereinhereinafter defined), he is, or is threatened to be made, a party to or participant in any Proceeding (as defined hereinhereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the full extent authorized or permitted by the provisions of the Law, as such may be amended from time to time, and Restated Article ___ of the Certificate, as such may be amended. In furtherance of the foregoing indemnification, and without limiting the generality thereof: 2 (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a1(a) if, by reason of his Corporate Status (as defined hereinhereinafter defined), he is, or is threatened to be made, a party to or participant in any Proceeding (as defined hereinhereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, him or on his behalf, behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the CompanyCompany and, and with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

Indemnity of Indemnitee. The Company Company, hereby agrees to hold harmless and indemnify Indemnitee to the full extent authorized or permitted by the provisions of the Law, as such may be amended from time to time, and Restated CertificateArticle VII, Section 7.6 of the Bylaws, as such may be amended. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his Corporate Status (as defined hereinhereinafter defined), he is, or is threatened to be made, a party to or participant in any Proceeding (as defined hereinhereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, him or on his behalf, behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the CompanyCompany and, and with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the full fullest extent authorized or permitted by the provisions of the Law, as such may be amended from time to time, and Restated Certificatethe Charter Documents, as such may be amended. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his Corporate Status (as defined hereinhereinafter defined), he is, or is threatened to be made, a party to or participant in any Proceeding (as defined hereinhereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, him or on his behalf, behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the CompanyCompany and, and with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the full extent authorized or permitted by the provisions of the Law, as such may be amended from time to time, and Restated CertificateArticle VII, Section 6 of the Bylaws, as such may be amended. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his her Corporate Status (as defined hereinhereinafter defined), he she is, or is threatened to be made, a party to or participant in any Proceeding (as defined hereinhereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, her or on his behalf, her behalf in connection with such Proceeding or any claim, issue or matter therein, if he she acted in good faith and in a manner he she reasonably believed to be in or not opposed to the best interests of the CompanyCompany and, and with respect to any criminal Proceeding, had no reasonable cause to believe his her conduct was unlawful.