Common use of Power to Indemnify in Actions, Suits or Proceedings Other Clause in Contracts

Power to Indemnify in Actions, Suits or Proceedings Other. Than Those by or in the Right of the Company. Subject to Section 18.3 of this Agreement, the Company 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, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that such person is or was a Representative, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person 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 the conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person 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 reasonable cause to believe that the conduct was unlawful.

Power to Indemnify in Actions, Suits or Proceedings Other. Than Those by or in the Right of the CompanyCorporation. Subject to Section 18.3 6.03 and Section 6.11 of this AgreementArticle VI, the Company 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, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Companycorporation) by reason of the fact that such person he is or was a Representativedirector, officer, officer or employee or agent of the Companycorporation, 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 Company corporation as a director, officer, employee or agent of any such subsidiary or another corporation, partnership, joint venture, trust trust, employee benefit plan or other enterprise, against expenses (including attorneys' ’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if such person he acted in good faith and in a manner such person he reasonably believed to be in or not opposed to the best interests of the Companycorporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person he reasonably believed to be in or not opposed to the best interests of the Companycorporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the his conduct was unlawful.

Power to Indemnify in Actions, Suits or Proceedings Other. Than Those by By or in In the Right of the Company. Subject to Section 18.3 of this Agreement6.3, the Company 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, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that such the person is or was a Representativedirector, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' ’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if such the person acted in good faith and in a manner such the person 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 the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, conviction or upon a plea pledge of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such the person 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 reasonable cause to believe that the person’s conduct was unlawful.

Power to Indemnify in Actions, Suits or Proceedings Other. Than than Those by or in the Right of the Company. Subject to Section 18.3 of this Agreement, the The Company 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, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that such person is or was a Representative, officer, employee manager or agent officer of the Company, or is or was a manager or officer of the Company serving at the request of the Company as a director, manager or officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust trust, employee benefit plan or other enterprise, against expenses (including attorneys' ’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, such person had no reasonable cause to believe the his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the such person did not act in good faith and in a manner which such person 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 reasonable cause to believe that the his or her conduct was unlawful.

Power to Indemnify in Actions, Suits or Proceedings Other. Than Those by or in the Right of the Company. Subject to Without limiting the provisions of Section 18.3 of this Agreement8.1, the Company shall may indemnify any person an 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, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that such person the Indemnitee is or was a Representative, officer, employee Member or agent Manager or officer of the Company, or is or was serving at the request of the Company as a director, member, manager, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprisean Entity, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with such action, suit or proceeding proceeding, if such person the Indemnitee acted in good faith and in a manner such person the Indemnitee 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 the Indemnitee' s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo nob contendere or its equivalent, shall not, of itself, create a presumption that the person Indemnitee did not act in good faith and in a manner which such person that the Indemnitee 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 reasonable cause to believe belive that the Indemnitee's conduct was unlawful.

Power to Indemnify in Actions, Suits or Proceedings Other. Than Those by or in the Right of the Company. Corporation Subject to Section 18.3 of this Agreement9.3, the Company shall Corporation must indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the CompanyCorporation) by reason of the fact that such person is or was a Representative, officer, employee director or agent officer of the CompanyCorporation, or is or was serving at the request of the Company Corporation as a director, officer, employee employee, fiduciary or agent of another corporation, partnership, joint venture, trust trust, employee benefit plan or other enterprise, against expenses costs, charges (including attorneys' ’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if such person he or she acted in good faith and in a manner such person he or she reasonably believed to be in or not opposed to the best interests of the CompanyCorporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall will not, of itself, create a presumption that the person did not act in good faith and in a manner which such person he or she reasonably believed to be in or not opposed to the best interests of the CompanyCorporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the his or her conduct was unlawful.

Power to Indemnify in Actions, Suits or Proceedings Other. Than Those by or in the Right of the CompanyCorporation. Subject to Section 18.3 3 of this AgreementArticle VIII, the Company 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, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the CompanyCorporation) by reason of the fact that such person is or was a Representativedirector, officer, employee or agent of the CompanyCorporation, or is or was serving at the request of the Company Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or as a trustee, fiduciary or administrator of any pension, profit sharing or other benefit plan for any of the Corporation’s employees, against expenses (including attorneys' ’ fees), judgments, fines fines, ERISA excise taxes or penalties and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the CompanyCorporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the such person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the CompanyCorporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the such person’s conduct was unlawful.