Common use of MANDATORY INDEMNIFICATION IN ACTIONS Clause in Contracts

MANDATORY INDEMNIFICATION IN ACTIONS. SUITS OR PROCEEDINGS OTHER THAN THOSE BY OR IN THE RIGHT OF THE COMPANY. Subject to SECTION 4 hereof, the Company shall indemnify and hold harmless the Director from and against any claims, damages, expenses (including attorneys' fees), judgments, fines (including excise taxes assessed with respect to an employee benefit plan) and amounts paid in settlement actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) and to which the Director was or is a party or is threatened to be made a party by reason of the fact that the Director is or was a director, officer, stockholder, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, or by reason of anything done or not done by the Director in any such capacity or capacities, provided that the Director 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 action or proceeding, had no reasonable cause to believe his conduct was unlawful. For purposes of this Agreement, the Director who serves as a director or officer of a subsidiary of the Company is deemed to be serving at the request of the Company and the Director is considered to be serving an employee benefit plan at the Company's request if his duties to the Company also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan.

MANDATORY INDEMNIFICATION IN ACTIONS. SUITS OR PROCEEDINGS OTHER THAN THOSE BY OR IN THE RIGHT OF THE COMPANY. Subject to SECTION Section 4 hereof, the Company shall indemnify and hold harmless the Director from and against any claims, damages, expenses (including attorneys' fees), judgments, fines (including excise taxes assessed with respect to an employee benefit planplans) and amounts paid in settlement actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) and to which the Director was or is a party party, or is threatened to be made a party by reason of the fact that the Director is or was a director, officer, stockholder, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan, plan or other enterprise, or by reason of anything done or not done by the Director in any such capacity or capacities, provided that the Director acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests interest of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. For purposes of this Agreement, the Director who serves as a director or officer of a subsidiary of the Company is deemed to be serving at the request of the Company and the Director is considered to be serving an employee benefit plan at the Company's request if his duties to the Company also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan.