Common use of Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation Clause in Contracts

Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 6.03 and Section 6.11 of this Article VI, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer or employee of the corporation, or is or was a director, officer or employee of the corporation or any direct or indirect wholly owned subsidiary of the corporation serving at the request of the corporation as a director, officer, employee or agent of any such subsidiary or another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit 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 corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 6.03 and Section 6.11 3 of this Article VIXIII, the corporation Corporation shall indemnify any person Indemnified Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer or employee of the corporation, or is or was a director, officer or employee of the corporation or any direct or indirect wholly owned subsidiary of the corporation serving at the request of the corporation as a director, officer, employee or agent of any such subsidiary or another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against all expenses (including attorneys’ ' fees) actually and reasonably incurred by him such Indemnified Person in connection with the defense or settlement of such action or suit if he such Indemnified Person acted in good faith and in a manner he such Indemnified Person reasonably believed to be in or not opposed to the best interests of the corporation; Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person Indemnified Person shall have been adjudged to be liable to the corporation Corporation unless and only to the extent that the Court of Chancery in the State of Delaware (the "Court of Chancery") or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person Indemnified Person is fairly and reasonably entitled to indemnity indemnification for such expenses which the Court of Chancery or such other court shall deem proper.

Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 6.03 and Section 6.11 of this Article VI8.3, the corporation Corporation shall indemnify to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation Corporation to procure a judgment in its favor by reason of the fact that he such person is or was a director, director or officer or employee of the corporationCorporation, or is or was a director, director or officer or employee of the corporation or any direct or indirect wholly owned subsidiary of the corporation Corporation serving at the request of the corporation Corporation as a director, officer, employee or agent of any such subsidiary or another corporation, partnership, joint venture, trust, employee benefit plan trust or other enterprise enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him such person in connection with the defense or settlement of such action or suit if he such person acted in good faith and in a manner he such person reasonably believed to be in or not opposed to the best interests of the corporationCorporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 6.03 9.3 and Section 6.11 of this Article VI9.11, the corporation Corporation shall indemnify any person who was or is a party or is threatened to be made a party to or is otherwise involved (as a witness or otherwise) in any threatened, pending or completed action or suit by or in the right of the corporation Corporation to procure a judgment in its favor by reason of the fact that he such person is or was a director, director or officer or employee of the corporationCorporation, or is or was a director, director or officer or employee of the corporation or any direct or indirect wholly owned subsidiary of the corporation Corporation serving at the request of the corporation Corporation as a director, officer, employee or agent of any such subsidiary or another corporationenterprise, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him such person in connection with the defense or settlement of such action or suit if he such person acted in good faith and in a manner he such person reasonably believed to be in or not opposed to the best interests of the corporationCorporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.