Common use of Initial Indemnity Clause in Contracts

Initial Indemnity. (a) The Company shall indemnify the Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, administrative, investigative or criminal (other than an action by or in the right of the Company), by reason of the fact that she is or was or had agreed to become an executive officer of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against any and all costs, charges and expenses (including attorneys, and others’fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection therewith and any appeal therefrom if the Indemnitee acted in good faith and in a manner she reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, administrative, investigative or criminal (other than an action by or in the right of the Company), by reason of the fact that she he is or was or had agreed to become an executive officer of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against any and all costs, charges and expenses (including attorneys, and others’fees others’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection therewith and any appeal therefrom if the Indemnitee acted in good faith and in a manner she he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe her his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee who was Indemnitee, if or when he is a party or is threatened to be made a party to any threatened, pending pending, or completed action, suit suit, or proceeding, whether civil, criminal, administrative, or investigative or criminal (other than an action by or in the right of the Company), by reason of the fact that she he is or was or had agreed to become an executive officer of the Company, Company or is or was serving or had agreed to serve at the request of the Company as a director, trustee, officer, trusteeemployee, employee or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, against any and all costs, charges, expenses (including fees and expenses of attorneys and/or others; all such costs, charges and expenses (including attorneys, and others’fees and expensesbeing herein jointly referred to as "Expenses"), judgments, fines fines, and amounts paid in settlement settlement, actually and reasonably incurred by the Indemnitee in connection therewith and including any appeal therefrom of or from any judgment or decision, if the Indemnitee acted in good faith and in a manner she which he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, he had no reasonable cause to believe her his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or conviction, or upon a plea of nolo contendre contendere or its equivalent equivalent, shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee who when he was or is a party or is threatened to be made a party to any threatenedpending, pending threatened or completed action, suit or proceeding, whether civil, administrative, investigative or criminal (other than an action by or in the right name of the Company), by reason of the fact that she he is or was or had agreed to become an executive a director or officer of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against any and all costs, charges and expenses (expenses, including without limitation, attorneys, ’ and others’fees others’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection therewith and any appeal therefrom if the Indemnitee acted in good faith and in a manner she he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe her his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre contender or its equivalent shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, administrative, investigative proceeding (including any proceeding before any administrative or criminal legislative body or agency) (other than an action by or in the right of the Company), by reason of the fact that she he is or was or had agreed to become an executive a director and officer of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against any and all costs, charges and expenses (including attorneys, and others’fees and expenses' fees), judgments, fines and liabilities and/or amounts paid in settlement actually and reasonably incurred by or imposed upon the Indemnitee in connection therewith and any appeal therefrom if the Indemnitee acted in good faith and in a manner she he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe her his conduct was unlawful, or unless such indemnification is prohibited by the General Corporation Law of the State of Delaware ("DGCL"). The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, administrative, investigative or criminal (other than an action by or in the right of the Company), by reason of the fact that she he is or was or had agreed to become an executive officer of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against any and all costs, charges and expenses (including attorneys, and attorneys’and others’fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection therewith and any appeal therefrom if the Indemnitee acted in good faith and in a manner she he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe her his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, administrative, investigative or criminal (other than an action by or in the right of the Company), by reason of the fact that she he is or was or had agreed to become an a director or executive officer of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted committed in such capacity, against any and all costs, charges and expenses (including attorneys, and others’fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection therewith and any appeal therefrom if the Indemnitee acted in good faith and in a manner she he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe her his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto.

Initial Indemnity. (a) The Except with respect to an action, suit or proceeding by or in the name of the Company as provided in Section 2(b) below, the Company shall indemnify the Indemnitee who when he was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, administrative, investigative or criminal (other than an action by or in the right of the Company)criminal, by reason of the fact that she he is or was or had agreed to become an executive a director or officer of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against any and all costs, charges and expenses (including attorneys' and others' fees and expenses and reasonable time-based fees of the Indemnitee as determined by a court of competent jurisdiction or, and others’fees and expensesto the extent permitted by law, a majority of disinterested directors (collectively "Expenses")), damages, judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee him in connection therewith and any appeal therefrom if the Indemnitee he acted in good faith and in a manner she he reasonably believed to be in or not opposed to the best interests of the Company, Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe her his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee who was Indemnitee, if or when he is a party or is threatened to be made a party to any threatened, pending pending, or completed action, suit suit, or proceeding, whether civil, criminal, administrative, or investigative or criminal (other than an action by or in the right of the Company), by reason of the fact that she he is or was or had agreed to become an executive officer of the Company, Company or is or was serving or had agreed to serve at the request of the Company as a director, trustee, officer, trusteeemployee, employee member, manager or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, limited liability company, joint venture, trust trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, against any and all costs, charges, expenses (including without limitation fees and expenses of attorneys and/or others; all such costs, charges and expenses (including attorneys, and others’fees and expensesbeing herein jointly referred to as "Expenses"), judgments, fines fines, and amounts paid in settlement settlement, actually and reasonably incurred by the Indemnitee in connection therewith and including any appeal therefrom of or from any judgment or decision, if the Indemnitee acted in good faith and in a manner she that he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, if the Indemnitee had no reasonable cause to believe her his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or conviction, or upon a plea of nolo contendre contendere or its equivalent equivalent, shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto.

Initial Indemnity. (a) The Company shall will indemnify the Indemnitee who when he was or is involved in any manner (including without limitation as a party or as a deponent or witness) or is threatened to be made a party to so involved in any threatened, pending or completed action, suit or proceeding, whether civil, administrativecriminal, investigative administrative or criminal investigative, formal or informal, and any appeals therefrom (a “Proceeding”) (other than an action a Proceeding by or in the right of the Company), by reason of the fact that she he is or was or had agreed to become an executive officer a director, officer, employee or agent of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, partner, member, trustee, employee or agent (each an “Authorized Capacity”) of another business, foreign or nonprofit corporation, partnership, joint venture, trust or other enterpriseenterprise (each “Another Entity”), or by reason of any action alleged to have been taken or omitted in such capacity, against any and all costs, charges and expenses (including attorneys, ’ and others’fees and expensesothers’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee him in connection therewith and any appeal therefrom with such Proceeding if the Indemnitee acted in good faith and in a manner she that he reasonably believed to be in in, or not opposed to to, the best interests of the Company, and, with respect to any criminal action or proceedingProceeding, the Indemnitee had no reasonable cause to believe her his conduct was unlawful. The termination of any action, suit or proceeding Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre contendere or its equivalent shall will not, of itself, adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not satisfy meet the foregoing standard of conduct to the extent applicable thereto.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee who when he was or is a party or is threatened to be made a party to any threatenedpending, pending threatened or completed action, suit or proceeding, whether civil, administrative, investigative or criminal (other than an action by or in the right name of the Company), by reason of the fact that she he is or was or had agreed to become an executive a director or officer of the Company, or is or was serving or had agreed to serve at the written request of the Company as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, in any such case owned or controlled by the Company, or by reason of any action alleged to have been taken or omitted in such capacity, against any and all costs, charges and expenses (expenses, including without limitation, attorneys, ' and others’fees others' fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection therewith and any appeal therefrom if the Indemnitee acted in good faith and in a manner she he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe her his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre contendere or its equivalent shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, administrative, investigative proceeding (including any proceeding before any administrative or criminal legislative body or agency) (other than an action by or in the right of the Company), by reason of the fact that she he is or was or had agreed to become an executive officer a director [and/or officer] of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against any and all costs, charges and expenses (including attorneys, and others’fees and expenses’ fees), judgments, fines and liabilities and/or amounts paid in settlement actually and reasonably incurred by or imposed upon the Indemnitee in connection therewith and any appeal therefrom if the Indemnitee acted in good faith and in a manner she he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe her his conduct was unlawful, or unless such indemnification is prohibited by the General Corporation Law of the State of Delaware (“DGCL”). The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, administrative, investigative or criminal (other than an action by or in the right of the Company), by reason of the fact that she he is or was or had agreed to become an a [director] [executive officer officer] of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against any and all costs, charges and expenses (including attorneys, and others’fees others' fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection therewith and any appeal therefrom if the Indemnitee acted in good faith and in a manner she he reasonably believed to 2 be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe her his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, administrative, investigative or criminal (other than an action by or in the right of the Company), by reason of the fact that she he is or was or had agreed to become an executive officer of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against any and all costs, charges and expenses (including attorneys, and others’fees others’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection therewith and any appeal therefrom if the Indemnitee acted in good faith and in a manner she he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe her his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, administrative, investigative or criminal (other than an action by or in the right of the Company), by reason of the fact that she is or was or had agreed to become an executive officer of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against any and all costs, charges and expenses (including attorneys, and others’fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection therewith and any appeal therefrom if the Indemnitee acted in good faith and in a manner she reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent shall not, of itself, itself create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee who when he was or is a party or is threatened to be made a party to any threatenedpending, pending threatened or completed action, suit or proceeding, whether civil, administrative, investigative or criminal (other than an action by or in the right name of the Company), by reason of the fact that she he is or was or had agreed to become an executive a director or officer of the Company, or is or was serving or had agreed to serve at the written request of the Company as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, in any such case owned or controlled by the Company, or by reason of any action alleged to have been taken or omitted in such capacity, against any and all costs, charges and expenses (expenses, including without limitation, attorneys, ' and others’fees others' fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection therewith and any appeal therefrom if the Indemnitee acted in good faith and in a manner she he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe her his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre contendere or its equivalent shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto.

Initial Indemnity. (a) The Company shall will indemnify the Indemnitee who when he or she was or is involved in any manner (including without limitation as a party or as a deponent or witness) or is threatened to be made a party to so involved in any threatened, pending or completed action, suit or proceeding, whether civil, administrativecriminal, investigative administrative or criminal investigative, formal or informal, and any appeals therefrom (a “Proceeding”) (other than an action a Proceeding by or in the right of the Company), by reason of the fact that he or she is or was or had agreed to become an executive officer a director, officer, employee or agent of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, partner, member, trustee, employee or agent (each an “Authorized Capacity”) of another business, foreign or nonprofit corporation, partnership, joint venture, trust or other enterpriseenterprise (each “Another Entity”), or by reason of any action alleged to have been taken or omitted in such capacity, against any and all costs, charges and expenses (including attorneys, ’ and others’fees and expensesothers’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee him or her in connection therewith and any appeal therefrom with such Proceeding if the Indemnitee acted in good faith and in a manner that he or she reasonably believed to be in in, or not opposed to to, the best interests of the Company, and, with respect to any criminal action or proceedingProceeding, the Indemnitee had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre contendere or its equivalent shall will not, of itself, adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not satisfy meet the foregoing standard of conduct to the extent applicable thereto.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee who was Indemnitee, if or when he is a party or is threatened to be made a party to any threatened, pending pending, or completed action, suit suit, or proceeding, whether civil, criminal, administrative, or investigative or criminal (other than an action by or in the right of the Company), by reason of the fact that she he is or was a Director or had agreed to become an executive officer of the Company, Company or is or was serving or had agreed to serve at the request of the Company as a director, trustee, officer, trusteeemployee, employee or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, against any and all costs, charges, expenses (including fees and expenses of attorneys and/or others; all such costs, charges and expenses (including attorneys, and others’fees and expensesbeing herein jointly referred to as "Expenses"), judgments, fines fines, and amounts paid in settlement settlement, actually and reasonably incurred by the Indemnitee in connection therewith and including any appeal therefrom of or from any judgment or decision, if the Indemnitee acted in good faith and in a manner she which he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, he had no reasonable cause to believe her his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or conviction, or upon a plea of nolo contendre contendere or its equivalent equivalent, shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing applicable standard of conduct to the extent applicable theretoconduct.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee who when he was or is a party or is threatened to be made a party to any threatenedpending, pending threatened or completed action, suit or proceeding, whether civil, administrative, investigative or criminal (other than an action by or in the right name of the Company), by reason of the fact that she he is or was or had agreed to become an executive officer a [director][officer] of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against any and all costs, charges and expenses (expenses, including without limitation, attorneys, ' and others’fees others' fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection therewith and any appeal therefrom if the Indemnitee acted in good faith and in a manner she he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe her his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee who was Indemnitee, if or when he is a party or is threatened to be made a party to any threatened, pending pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative or criminal (other than an action by or in the right of the Company), by reason of the fact that she he is or was a Director or had agreed to become an executive officer of the Company, Company or is or was serving or had agreed to serve at the request of the Company as a director, trustee, officer, trusteeemployee, employee or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, against any and all costs, charges, expenses (including, without limitation, fees and expenses of attorneys and/or others; all such costs, charges and expenses (including attorneys, and others’fees and expensesbeing herein jointly referred to as “Expenses”), judgments, fines and amounts paid in settlement settlement, actually and reasonably incurred by the Indemnitee in connection therewith and including any appeal therefrom of or from any judgment or decision, if the Indemnitee acted in good faith and in a manner she reasonably which he believed to be in or not opposed to the best interests of the Company, and. In addition, with respect to any criminal action or proceeding, indemnification hereunder shall be made only if the Indemnitee had no reasonable cause to believe her his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or conviction, or upon a plea of nolo contendre contendere or its equivalent equivalent, shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, administrative, investigative or criminal (other than an action by or in the right of the Company), by reason of the fact that she he is or was or had agreed to become an executive officer [officer] [director] of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against any and all costs, charges and expenses (including attorneys, ' and others’fees others' fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection therewith and any appeal therefrom if the Indemnitee acted in good faith and in a manner she he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe her his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto.

Initial Indemnity. (a) The Company shall will indemnify the Indemnitee who when he or she was or is involved in any manner (including without limitation as a party or as a deponent or witness) or is threatened to be made a party to so involved in any threatened, pending or completed action, suit or proceeding, whether civil, administrativecriminal, investigative administrative or criminal investigative, formal or informal, and any appeals therefrom (a "Proceeding") (other than an action a Proceeding by or in the right of the Company), by reason of the fact that he or she is or was or had agreed to become an executive officer a director, officer, employee or agent of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, partner, member, trustee, employee or agent (each an "Authorized Capacity") of another business, foreign or nonprofit corporation, partnership, joint venture, trust or other enterpriseenterprise (each "Another Entity"), or by reason of any action alleged to have been taken or omitted in such capacity, against any and all costs, charges and expenses (including attorneys, ' and others’fees and expensesothers' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee him or her in connection therewith and any appeal therefrom with such Proceeding if the Indemnitee acted in good faith and in a manner that he or she reasonably believed to be in in, or not opposed to to, the best interests of the Company, and, with respect 2 to any criminal action or proceedingProceeding, the Indemnitee had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre contendere or its equivalent shall will not, of itself, adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not satisfy meet the foregoing standard of conduct to the extent applicable thereto.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee who when he was or is a party or is threatened to be made a party to any threatenedpending, pending threatened or completed action, suit or proceeding, whether civil, administrative, investigative or criminal (other than an action by or in the right name of the Company), by reason of the fact that she he is or was or had agreed to become an executive a director or officer of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against any and all costs, charges and expenses (expenses, including without limitation, attorneys, ' and others’fees others' fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection therewith and any appeal therefrom if the Indemnitee acted in good faith and in a manner she he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe her his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre contendere or its equivalent shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, administrative, investigative or criminal (other than an action by or in the right of the Company), by reason of the fact that she he is or was or had agreed to become an executive officer a director of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against any and all costs, charges and expenses (including attorneys, ’ and others’fees others’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection therewith and any appeal therefrom if the Indemnitee acted in good faith and in a manner she he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe her his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre or its equivalent shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee who when he was or is a party or is threatened to be made a party to any threatenedpending, pending threatened or completed action, suit or proceeding, whether civil, administrative, investigative or criminal (other than an action by or in the right name of the Company), by reason of the fact that she he is or was or had agreed to become an executive officer or director of the Company, or is or was serving or had agreed to serve at the written request of the Company as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, in any such case owned or controlled by the Company, or by reason of any action alleged to have been taken or omitted in such capacity, against any and all costs, charges and expenses (expenses, including without limitation, attorneys, ’ and others’fees others’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection therewith and any appeal therefrom if the Indemnitee acted in good faith and in a manner she he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe her his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendre contendere or its equivalent shall not, of itself, create a presumption that the Indemnitee did not satisfy the foregoing standard of conduct to the extent applicable thereto.