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

Power to Indemnify in Actions, Suits. or Proceedings other than Those by or in the Right of the Corporation. Subject to Section 7.3, 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, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a director or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, 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 Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe 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 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 Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

Power to Indemnify in Actions, Suits. or Proceedings other Other than Those by or in the Right of the Corporation. Subject to Section 7.33 of this Article VIII, 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, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a director or officer of the Corporation, or, while or is or was a director or officer of the Corporation, is or was Corporation serving at the request of the Corporation as a director, director or officer, employee or agent of another corporation, partnership, joint venture, 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 Corporation, and, with respect to any criminal action or proceeding, such person had no reasonable cause to believe such person’s 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 Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s his or her conduct was unlawful.

Power to Indemnify in Actions, Suits. or Proceedings other than Those by or in the Right of the CorporationCompany. Subject to Section 7.35.19(c), the Corporation Company 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, action or suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) Company to procure a judgment in its favor by reason of the fact that such person Indemnified Person is or was a director or officer within the category of persons constituting Indemnified Persons of the CorporationCompany, or, while a director or officer of the Corporation, is or was within the category of persons constituting Indemnified Persons of the Company serving at the request of the Corporation Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement ) actually and reasonably incurred by such person Person in connection with the defense or settlement of such action, action or suit or proceeding if such person Person acted in good faith and in a manner such person Person reasonably believed to be in or not opposed to the best interests of the CorporationCompany; except that no indemnification shall be made in respect of any claim, and, with respect issue or matter as to any criminal which such Person shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or proceedingsuit was brought shall determine upon application that, had no reasonable cause despite the adjudication of liability but in view of all the circumstances of the case, such Person is fairly and reasonably entitled to believe indemnity for 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 expenses that the person did not act in good faith and in a manner which Court of Chancery or such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawfulother court shall deem proper.

Power to Indemnify in Actions, Suits. or Proceedings other than Those by or in the Right of the Corporation. Subject to Section 7.33 of this Article VIII, the Corporation 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 Corporation) corporation), by reason of the fact that such person is or was a director or officer of the Corporationcorporation, or, while or is or was a director or officer of the Corporation, is or was corporation serving at the request of the Corporation corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan trust 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 Corporationcorporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe 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 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 Corporationcorporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

Power to Indemnify in Actions, Suits. or Proceedings other than Those by or in the Right of the CorporationCompany. Subject to Section 7.314.3, the Corporation 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 CorporationCompany) by reason of the fact that such person he is or was a director director, officer, employee or officer agent of the CorporationCompany, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person 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 CorporationCompany, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s 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 CorporationCompany, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s his conduct was unlawful.

Power to Indemnify in Actions, Suits. or Proceedings other than Those by or in the Right of the CorporationLLC. Subject to Section 7.314.3, the Corporation LLC 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 CorporationLLC) by reason of the fact that such person he is or was a director director, officer, employee or officer agent of the CorporationLLC, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation LLC as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan trust or other enterprise, against expenses (including attorneys’ ' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person 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 CorporationLLC, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s 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 CorporationLLC, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s his conduct was unlawful.

Power to Indemnify in Actions, Suits. or Proceedings other than Those by or in the Right of the CorporationCompany. Subject to Section 7.33.14(c), the Corporation Company shall indemnify any person 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 Corporation) Company), by reason of the fact that such person Person is or was a director an Officer (as used in this Section 3.14, the terms “Officer” and “officer” shall include manager, as such term is defined under the Act) or officer of the Corporation, or, while a director Director or officer of the Corporation, is or was an Officer or Director serving at the request of the Corporation Company as a director, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust, employee benefit plan trust or other enterpriseenterprise (collectively, a “Covered Person”), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person Covered Person in connection with such action, suit or proceeding if such person Covered Person acted in good faith and in a manner such person Covered Person reasonably believed to be in or not opposed to the best interests of the CorporationCompany, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such personCovered 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 person Covered Person did not act in good faith and in a manner which such person Covered Person reasonably believed to be in or not opposed to the best interests of the CorporationCompany, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such personCovered Person’s conduct was unlawful.

Power to Indemnify in Actions, Suits. or Proceedings other than Those by or in the Right of the Corporation. Subject to Section 7.33 of this Article VIII, 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, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) ), by reason of the fact that such person is or was a director or officer of the Corporation, or, while or is or was a director or officer of the Corporation, is or was Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan trust 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 Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe 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 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 Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

Power to Indemnify in Actions, Suits. or Proceedings other than Than Those by or in the Right of the Corporation. Subject to Section 7.33 of this Article VIII, 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, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person he is or was a director or officer of the Corporation, or, while or is or was a director or officer of the Corporation, is or was Corporation serving at the request of the Corporation as a director, director or officer, employee or agent of another corporation, partnership, joint venture, 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 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 Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s 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 Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.be

Power to Indemnify in Actions, Suits. or Proceedings other than Those by or in the Right of the Corporation. Subject to Section 7.38.3, 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, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) ), by reason of the fact that such person is or was a director or officer of the Corporation, or, while or is or was a director or officer of the Corporation, is or was Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan trust or other enterpriseenterprise (including, for the avoidance of doubt, the OP and PWP GP LLC, a Delaware limited liability company (“PWP GP”)), 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 Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe 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 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 Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

Power to Indemnify in Actions, Suits. or Proceedings other than Those by or in the Right of the Corporation. Subject to Section 7.33 of this Article IX, 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, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a director or officer of the Corporation, or, while or is or was a director or officer of the Corporation, is or was Corporation serving at the request of the Corporation as a director, director or officer, employee or agent of another corporation, partnership, joint venture, 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 Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s '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 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 Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s 's conduct was unlawful.

Power to Indemnify in Actions, Suits. or Proceedings other than Other Than Those by or in the Right of the Corporation. Subject to Section 7.37.03, the Corporation shall indemnify indemnify, to the fullest extent permitted by applicable law, 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 Corporation) ), by reason of the fact that such person is or was a director or officer of the Corporation, or, while or is or was a director or officer of the Corporation, is or was Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan trust 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 Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe 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 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 Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

Power to Indemnify in Actions, Suits. or Proceedings other than Those by or in the Right of the CorporationCompany. Subject to Section 7.33.12(c), the Corporation Company shall indemnify any person 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 Corporation) Company), by reason of the fact that such person Person is or was an Officer, Delegate, or Representative (collectively, a director or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise“Covered Person”), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person Covered Person in connection with such action, suit or proceeding if such person Covered Person acted in good faith and in a manner such person Covered Person reasonably believed to be in or not opposed to the best interests of the CorporationCompany, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such personCovered 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 person Covered Person did not act in good faith and in a manner which such person Covered Person reasonably believed to be in or not opposed to the best interests of the CorporationCompany, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such personCovered Person’s conduct was unlawful.

Power to Indemnify in Actions, Suits. or Proceedings other than Those by or in the Right of the Corporation. Subject to Section 7.3, the Corporation shall indemnify indemnify, to the fullest extent permitted by Delaware law, as the same 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, action or suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporationCorporation, partnership, joint venture, trust, employee benefit plan or other enterprise, enterprise against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement ) actually and reasonably incurred by such person in connection with the defense or settlement of such action, action or 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 Corporation, and, with ; except that no indemnification shall be made in respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any actionclaim, suit issue 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 matter as to which such person reasonably believed shall have been adjudged to be in or not opposed liable to the best interests 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 Corporationcase, and, with respect such person is fairly and reasonably entitled to any criminal action indemnity for such expenses which the Court of Chancery or proceeding, had reasonable cause to believe that such person’s conduct was unlawfulother court shall deem proper.

Power to Indemnify in Actions, Suits. or Proceedings other than Than Those by or in the Right of the Corporation. Subject to Section 7.33 of this Article VIII, 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, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person he is or was a director or officer of the Corporation, or, while or is or was a director or officer of the Corporation, is or was Corporation serving at the request of the Corporation as a director, officer, employee director or agent officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ ' fees), judgmentspayments, fines and amounts paid in settlement actually and reasonably incurred by such person 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 Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s his conduct was unlawfullawful. The termination of any action, suit or proceeding by judgmentpayment, order, settlement, conviction, 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 Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s his conduct was unlawful.

Power to Indemnify in Actions, Suits. or Proceedings other than Those by or in the Right of the Corporation. Subject to Section 7.35.03, 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, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) ), by reason of the fact that such person is or was a director Director or officer of the Corporation, or, while or is or was a director Director or officer of the Corporation, is or was Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan trust 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 Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s '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 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 Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s 's conduct was unlawful.

Power to Indemnify in Actions, Suits. or Proceedings other than Those by or in the Right of the Corporation. Subject to Section 7.39.3, 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, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) ), by reason of the fact that such person is or was a director or officer of the Corporation, or, while or is or was a director or officer of the Corporation, is or was Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan trust 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 Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe 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 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 Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

Power to Indemnify in Actions, Suits. or Proceedings other than Those by or in the Right of the CorporationCompany. Subject to Section 7.310.4, the Corporation 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 Corporation) Company), by reason of the fact that such person is or was a director Director or officer Officer of the CorporationCompany, or, while a director or officer of the Corporation, is or was a Director or Officer of the Company serving at the request of the Corporation Company as a director, officer, employee or agent of another corporationcompany, partnership, joint venture, trust, employee benefit plan trust 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 CorporationCompany, and, with respect to any criminal action or proceeding, had no reasonable cause to believe 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 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 CorporationCompany, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

Power to Indemnify in Actions, Suits. or Proceedings other than Than Those by or in the Right of the Corporation. Subject to Section 7.33 of this Article VIII, 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, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person he is or was a director or officer of the Corporation, or, while or is or was a director or officer of the Corporation, is or was Corporation serving at the request of the Corporation as a director, officer, employee director or agent officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ ' fees), judgmentspayments, fines and amounts paid in settlement actually and reasonably incurred by such person 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 Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s his conduct was unlawfullawful. The termination of any action, suit or proceeding by judgmentpayment, order, settlement, conviction, conviction or upon a plea of nolo contendere contendre 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 Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s his conduct was unlawful.

Power to Indemnify in Actions, Suits. or Proceedings other than Those by or in the Right of the Corporation. Subject to Section 7.39.3, 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, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) ), by reason of the fact that such person is or was a director or officer of the Corporation, or, or while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan trust 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 Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe 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 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 Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

Power to Indemnify in Actions, Suits. or Proceedings other than Those by or in the Right of the Corporation. Subject to Section 7.33 of this Article XIII, the Corporation shall shall, to the fullest extent permitted by the DGCL and applicable Delaware law as in effect at any time, indemnify any person (an "Indemnified Person") who was or is a party (including as a witness) 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 Corporation) by reason of the fact that such person is or was a director director, officer, employee or officer agent of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee employee, partner, member or agent of another corporation, partnership, limited liability company, joint venture, trust, employee employee, benefit plan or other enterprise, against all expenses (including attorneys’ ' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person Indemnified Person in connection with such action, suit or proceeding if such person Indemnified Person acted in good faith and in a manner such person Indemnified Person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s Indemnified Person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of or nolo contendere or its equivalent, shall not, of itself, create a presumption that the person Indemnified 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 Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s Indemnified Person's conduct was unlawful.

Power to Indemnify in Actions, Suits. or Proceedings other than Those by or in the Right of the CorporationCompany. Subject to Section 7.314.3, the Corporation 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 CorporationCompany) by reason of the fact that such person he is or was a director director, officer, employee or officer agent of the CorporationCompany, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan trust or other enterprise, against expenses (including attorneys’ ' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person 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 CorporationCompany, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s 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 -5- to be in or not opposed to the best interests of the CorporationCompany, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s his conduct was unlawful.

Power to Indemnify in Actions, Suits. or Proceedings other than Than Those by or in the Right of the Corporation. Subject to Section 7.33 of this Article VIII, 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, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person he is or was a director or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, 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 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 Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s 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 Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s his conduct was unlawful.