Common use of Proceeding by or in the Right of the Company Clause in Contracts

Proceeding by or in the Right of the Company. Without limiting the generality of SECTION 4.1, if the Indemnitee was or is a party or is threatened to be made a party to any Proceeding (whether the Indemnitee is or becomes a party, a witness or otherwise is a participant in any role) by or in the right of the Company to procure a judgment in its favor by reason of the Indemnitee's Corporate Status, or by reason of any alleged act or omission by the Indemnitee in any such capacity, the Company shall, subject to the limitations set forth in SECTION 4.6 below, hold harmless and indemnify the Indemnitee against any and all Expenses of the Indemnitee in connection with the Proceeding if the Indemnitee acted in Good Faith; except that no indemnification under this SECTION 4.3 shall be made in respect of any claim, issue or matter as to which the Indemnitee shall have been finally adjudged, pursuant to a judgment or other adjudication which is final and has become nonappealable, to be liable to the Company, unless a court of appropriate jurisdiction (including, but not limited to, the court in which such Proceeding was brought) shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnification for such Expenses which such court shall deem proper.

Proceeding by or in the Right of the Company. Without limiting Except as otherwise provided by Section 15, Indemnitee shall be entitled to the generality rights of SECTION 4.1indemnification provided in this Section 3 if, if the by reason of Indemnitee’s Corporate Status, Indemnitee was or is a party is, or is threatened to be made made, a party to any threatened, pending or completed Proceeding (whether the Indemnitee is or becomes a party, a witness or otherwise is a participant in any role) brought by or in the right of the Company to procure a judgment in its favor favor. Pursuant to this Section 3, Indemnitee shall be indemnified against Expenses actually and reasonably incurred by reason of the Indemnitee or on Indemnitee's Corporate Status, or by reason of any alleged act or omission by the Indemnitee in any such capacity, the Company shall, subject to the limitations set forth in SECTION 4.6 below, hold harmless and indemnify the Indemnitee against any and all Expenses of the Indemnitee ’s behalf in connection with the such Proceeding if Indemnitee did not engage in Bad Conduct in connection the matter(s) giving rise to such Proceeding, provided that Indemnitee acted has determined, in Good Faith; except good faith, that the course of conduct giving rise to such Expenses was in the best interests of the Company. Notwithstanding the foregoing, no indemnification under this SECTION 4.3 against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been finally adjudged, pursuant to a judgment or other adjudication which is final and has become nonappealable, adjudged to be liable to the Company if applicable law or the Company’s Articles of Incorporation prohibit such indemnification; provided, unless a court however, that, if applicable law and the Company’s Articles of appropriate jurisdiction (includingIncorporation so permit, but not limited to, indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the court in which such Proceeding was brought) shall determine upon application thathave been brought or is pending, despite shall so determine. Except as otherwise required by applicable law (including any legally binding authority construing or interpreting the adjudication of liability but in view of all the circumstances respective fiduciary duties of the casemembers of the Board of Directors), the Company will not oppose any motion brought by or on behalf of Indemnitee is fairly and reasonably entitled to indemnification for such Expenses which such court shall deem properseeking a judicial determination of the type described in the preceding sentence.

Proceeding by or in the Right of the Company. Without limiting Except as otherwise provided by Section 15, Indemnitee shall be entitled to the generality rights of SECTION 4.1indemnification provided in this Section 3 if, if the by reason of Indemnitee’s Corporate Status, Indemnitee was or is a party is, or is threatened to be made made, a party to any threatened, pending or completed Proceeding (whether the Indemnitee is or becomes a party, a witness or otherwise is a participant in any role) brought by or in the right of the Company to procure a judgment in its favor favor. Pursuant to this Section 3, Indemnitee shall be indemnified against Expenses actually and reasonably incurred by reason of the Indemnitee or on Indemnitee's Corporate Status, or by reason of any alleged act or omission by the Indemnitee in any such capacity, the Company shall, subject to the limitations set forth in SECTION 4.6 below, hold harmless and indemnify the Indemnitee against any and all Expenses of the Indemnitee ’s behalf in connection with the such Proceeding if Indemnitee did not engage in Bad Conduct in connection the Indemnitee acted in Good Faith; except that matter(s) giving rise to such Proceeding. Notwithstanding the foregoing, no indemnification under this SECTION 4.3 against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been finally adjudged, pursuant to a judgment or other adjudication which is final and has become nonappealable, adjudged to be liable to the CompanyCompany if applicable law prohibits such indemnification; provided, unless a court of appropriate jurisdiction (includinghowever, but not limited tothat, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the court in which such Proceeding was brought) shall determine upon application thathave been brought or is pending, despite shall so determine. Except as otherwise required by applicable law (including any legally binding authority construing or interpreting the adjudication of liability but in view of all the circumstances respective fiduciary duties of the casemembers of the Board of Directors), the Company will not oppose any motion brought by or on behalf of Indemnitee is fairly and reasonably entitled to indemnification for such Expenses which such court shall deem properseeking a judicial determination of the type described in the preceding sentence.