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

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) Agreement if, by reason of his Corporate Status, the Indemnitee is, he was or is threatened to be made, a party to any threatened, pending or participant in any completed Proceeding brought by or in the right of the CompanyCompany to procure a judgment in its favor. Pursuant to this Agreement, subject to Section 1(b)26 hereof, Indemnitee shall be indemnified against all amounts paid in settlement and Expenses actually and reasonably incurred by the Indemnitee, him or on the Indemnitee’s behalf, his behalf in connection with the defense or settlement of any such Proceeding if the Indemnitee he acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides. Notwithstanding the foregoing, no indemnification against such Expenses under this paragraph shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which Indemnitee such person shall have been adjudged to be liable to the Company Company, unless and only to the extent that the Court of Chancery court in which such Proceeding shall have been brought, was brought or is pending, shall determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the State of Delaware shall determine that such indemnification may be madesettlement amount and Expenses as the court deems proper.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his or her Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law and the Articles so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that a state or federal court in the Court Borough of Chancery of Manhattan in the State of Delaware New York (the “NY Court”) shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to To the rights of indemnification provided in this Section 1(b) if, fullest extent permitted by reason of his Corporate Statuslaw, the Company shall indemnify Indemnitee isagainst Expenses and amounts paid in settlement, or is threatened to be made, actually and reasonably incurred by Indemnitee in connection with a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant Company to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, procure a judgment in connection with such Proceeding its favor if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so providesCompany and its stockholders. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company in the performance of Indemnitee’s duty to the Company and its stockholders unless and only to the extent that the Court court in which such action or Proceeding is or was pending shall determine upon application that, in view of Chancery all the circumstances of the State of Delaware case, Indemnitee is fairly and reasonably entitled to indemnity for Expenses and then only to the extent that the court shall determine that such indemnification may be madedetermine.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to To the rights of indemnification provided in this Section 1(b) if, fullest extent permitted by reason of his Corporate Statusapplicable law, the Company shall indemnify Indemnitee, if Indemnitee iswas, is or is threatened to be made, made a party to or a participant (as a witness or otherwise) in any Proceeding brought by or in the right of the Company to procure a judgment in the Company. Pursuant to this Section 1(b)’s favor, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, Indemnitee in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, except that no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged finally adjudicated by court order or judgment to be liable to the Company unless and only to the extent that the Court of Chancery or the court in which such Proceeding is or was pending shall determine upon application that, in view of all the circumstances of the State of Delaware case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which such court shall determine that such indemnification may be madedeem proper.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee he is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemniteehim, or on the Indemnitee’s his behalf, in connection with such Proceeding if the Indemnitee he acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall will be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his or her Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall will be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Company; provided, however, if applicable law so provides, no indemnification . Indemnification will not be provided against such Expenses shall be if made in respect of any claim, issue issue, or matter in such Proceeding as to which Indemnitee shall will have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall will determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Indemnitee’s Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Indemnitee’s Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company unless and only to the extent that the Court of Chancery of court in which the State of Delaware Proceeding was brought shall determine that such indemnification may be madeIndemnitee is fairly and reasonably entitled to indemnification.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b2(b) if, by reason of his Corporate Status, the Indemnitee he is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b2(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemniteehim, or on the Indemnitee’s his behalf, in connection with such Proceeding if the Indemnitee he acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court a court of Chancery of the State of Delaware competent jurisdiction shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to To the rights of indemnification provided in this Section 1(b) if, fullest extent permitted by reason of his Corporate Statuslaw, the Company shall indemnify Indemnitee isagainst Expenses and amounts paid in settlement, or is threatened to be made, actually and reasonably incurred by Indemnitee in connection with a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant Company to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, procure a judgment in connection with such Proceeding its favor if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so providesCompany and its shareholders. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company in the performance of Indemnitee's duty to the Company and its shareholders unless and only to the extent that the Court court in which such action or proceeding is or was pending shall determine upon application that, in view of Chancery all the circumstances of the State of Delaware case, Indemnitee is fairly and reasonably entitled to indemnity for expenses and then only to the extent that the court shall determine that such indemnification may be madedetermine.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee he is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, him or on the Indemnitee’s behalf, his behalf in connection with such Proceeding if the Indemnitee he acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company; provided, however, that, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware (the “Delaware Court”) shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to To the rights of indemnification provided in this Section 1(b) if, fullest extent permitted by reason of his Corporate Statuslaw, the Company shall indemnify the Indemnitee isagainst Expenses and amounts paid in settlement, or is threatened to be made, actually and reasonably incurred by the Indemnitee in connection with a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant Company to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, procure a judgment in connection with such Proceeding its favor if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so providesCompany and its stockholders. Notwithstanding the foregoing, no indemnification 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 adjudged to be liable to the Company in the performance of the Indemnitee's duty to the Company and its stockholders unless and only to the extent that the Court court in which such action or Proceeding is or was pending shall determine upon application that, in view of Chancery all the circumstances of the State of Delaware case, the Indemnitee is fairly and reasonably entitled to indemnity for Expenses and then only to the extent that the court shall determine that such indemnification may be madedetermine.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Indemnitee’s Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) 4 if, by reason of his Corporate Status, the Indemnitee he is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the CompanyCompany to procure a judgment in its favor. Pursuant to this Section 1(b)4, the Company shall indemnify the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, him or on the Indemnitee’s behalf, his behalf in connection with such Proceeding if the Indemnitee he acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides. Notwithstanding the foregoing, no indemnification 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 adjudged to be liable to the Company unless or if applicable law prohibits such indemnification; provided, however, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and to the extent that the Court of Chancery of the State of Delaware court in which such Proceeding shall determine that such indemnification may be madehave been brought or is pending, shall so determine.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his such person’s Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled To the extent permitted by applicable law and subject to the rights of indemnification provided exceptions set forth in this Section 1(b) if4 below, by reason of his Corporate Status, the if Indemnitee is, was or is a party or is threatened to be made, made a party to any threatened, pending or participant in any completed Proceeding brought by or in the right of the Company. Pursuant Company to this Section 1(b)procure a judgment in its favor by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses actually and reasonably incurred by the Indemnitee, Indemnitee or on the Indemnitee’s behalf, 's behalf in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company; provided, however, that, if applicable law so provides, no indemnification against such Expenses expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware court in which such Proceeding shall have been brought or is pending shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to To the rights of indemnification provided in this Section 1(b) if, fullest extent permitted by reason of his Corporate Statusapplicable law, the Company shall indemnify Indemnitee isif Indemnitee was, is or is threatened to be made, made a party to or a participant (as a witness or otherwise) in any Proceeding brought by or in the right of the Company to procure a judgment in the Company. Pursuant to this Section 1(b)’s favor, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, Indemnitee in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, except that no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged finally adjudicated by court order or judgment to be liable to the Company unless and only to the extent that the Court of Chancery or the court in which such Proceeding is or was pending shall determine upon application that, in view of all the circumstances of the State of Delaware case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which such court shall determine that such indemnification may be madedeem proper.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Indemnitee’s Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Liabilities and Expenses actually and reasonably incurred by the Indemnitee, or on the behalf of Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Liabilities or Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his or her Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery District Courts of the State of Delaware Nevada shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company with respect to the matter claimed for indemnification unless and to the extent that the Court of Chancery any court of the State of Delaware New York or the court in which such action or suit was brought shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his the Indemnitee’s Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification 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 adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Delaware Court of Chancery of the State of Delaware (defined below) shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany and in the absence of any fraud or dishonesty on the part of the Indemnitee; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware New York Courts (as defined below) shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee he is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the CompanyCompany to procure a judgment in its favor. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, him or on the Indemnitee’s behalf, his behalf in connection with such Proceeding if the Indemnitee he acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company; provided, however, that, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court a court of Chancery of the State of Delaware competent jurisdiction shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, If by reason of his Indemnitee’s Corporate StatusStatus Indemnitee was, the Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding brought by or in the right of the Company. Pursuant Company to this Section 1(b)procure a judgment in its favor, the Company shall, to the fullest extent permitted under applicable law and so long as Indemnitee shall be indemnified against has not engaged in Disabling Conduct, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, all Expenses actually and reasonably incurred by the Indemnitee, Indemnitee or on the Indemnitee’s behalf, behalf of Indemnitee in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyProceeding; provided, however, if applicable law so provides, no that indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged by a court of competent jurisdiction to be liable to the Company unless only if (and only to the extent that that) the Court of Chancery of the State of Delaware court in which such Proceeding shall have been brought or is pending shall determine that despite such adjudication of liability and in light of all circumstances such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, If by reason of his Indemnitee’s Corporate Status, the Status Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding brought by or in the right of any of the Company. Pursuant Company to this Section 1(b)procure a judgment in its favor, the Company shall indemnify Indemnitee shall be indemnified against with respect to, and hold Indemnitee harmless from and against, all Expenses actually and reasonably incurred by the Indemnitee, Indemnitee or on the Indemnitee’s behalf, behalf of Indemnitee in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Company; provided, however, if applicable law so provides, no that indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged by a court of competent jurisdiction to be liable to the Company unless only if (and only to the extent that that) the Court of Chancery of the State of Delaware (the “Delaware Court”) or the court in which such Proceeding shall have been brought or is pending shall determine that despite such adjudication of liability and in light of all circumstances such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) 5 if, by reason of his Corporate Status, the Indemnitee he is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the CompanyCompany to procure a judgment in its favor. Pursuant to this Section 1(b)5, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, him or on the Indemnitee’s behalf, his behalf in connection with such Proceeding if the Indemnitee he acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company; provided, however, that, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware court in which such Proceeding shall have been brought or is pending shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee he is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the CompanyCompany to procure a judgment in its favor. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, him or on the Indemnitee’s behalf, his behalf in connection with such Proceeding if the Indemnitee he acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company; provided, however, that, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware Delaware, or the court in which such Proceeding shall have been brought or is pending, shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall --------------------------------------------- be entitled to the rights of indemnification provided in this Section 1(b) 4, if, by reason of his Corporate Status, the Indemnitee he is, or is threatened to be made, a party to any threatened, pending or participant in any completed Proceeding brought by or in the right of the CompanyCompany to procure a judgment in its favor. Pursuant to this Section 1(b)Section, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, him or on the Indemnitee’s behalf, his behalf in connection with such Proceeding if the Indemnitee he acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and if such indemnification is not permitted by Delaware law; provided, however, that indemnification against Expenses shall nevertheless be made by the Company in such event to the extent that the Court of Chancery of the State of Delaware Delaware, or the court in which such Proceeding shall determine that such indemnification may be madehave been brought or is pending, shall determine.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) 4 if, by reason of his Corporate Status, the Indemnitee he is, or is threatened to be made, a party to any threatened, pending or participant in any completed Proceeding brought by or in the right of the CompanyCompany to procure a judgment in its favor. Pursuant to this Section 1(b)Section, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, him or on the Indemnitee’s behalf, his behalf in connection with such Proceeding if the Indemnitee he acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company; provided, however, that if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware Delaware, or the court in which such Proceeding shall have been brought or is pending, shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee he is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the CompanyCompany to procure a judgment in its favor. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, him or on the Indemnitee’s behalf, his behalf in connection with such Proceeding if the Indemnitee he acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company; provided, however, that, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court a court of Chancery of the State of Delaware competency jurisdiction shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Indemnitee’s Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, Indemnitee or on the Indemnitee’s behalf, behalf in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, that, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Indemnitee’s Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of courts located in New York City in the State of Delaware New York shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to To the rights of indemnification provided in this Section 1(b) if, fullest extent permitted by reason of his Corporate Statuslaw, the Company shall indemnify the Indemnitee isagainst Expenses and amounts paid in settlement, or is threatened to be made, actually and reasonably incurred by the Indemnitee in connection with a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant Company to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, procure a judgment in connection with such Proceeding its favor if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so providesCompany and its shareholders. Notwithstanding the foregoing, no indemnification 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 adjudged to be liable to the Company in the performance of the Indemnitee's duty to the Company and its shareholders unless and only to the extent that the Court court in which such action or Proceeding is or was pending shall determine upon application that, in view of Chancery all the circumstances of the State of Delaware case, the Indemnitee is fairly and reasonably entitled to indemnity for Expenses and then only to the extent that the court shall determine that such indemnification may be madedetermine.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his or her Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Indemnitee’s Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the CompanyCompany to procure a judgment in its favor. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Indemnitee’s Company Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b2(c) if, by reason of his Indemnitee’s Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant is otherwise involved in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b2(c), Indemnitee shall be indemnified against all Expenses and amounts paid in settlement, actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner Good Faith. Notwithstanding the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so providesforegoing, no such indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless or if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification may nevertheless be made by the Company in such event if and only to the extent that the Court of Chancery of which is considering the State of Delaware matter shall determine that such indemnification may be madedetermine.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his or her Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, that, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware (the “Delaware Court”) shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee Indemnified Party shall be entitled to the indemnification rights of indemnification provided in this Section 1(b) 3, if, by reason of his Corporate Status, the Indemnitee he is, or is threatened to be made, a party to any threatened, pending or participant in any completed Proceeding brought by or in the right of the CompanyCompany to procure a judgment in its favor. Pursuant to this Section 1(b)3, Indemnitee Indemnified Party shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, him or on the Indemnitee’s behalf, his behalf in connection with such Proceeding if the Indemnitee he acted in good faith and in a manner the Indemnitee he reasonably believed to be in in, or not opposed to to, the best interests of the Company; provided, however, if applicable law so provides. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee Indemnified Party shall have been adjudged to be liable to the Company unless if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company, despite such adjudication of liability, if and only to the extent that the Court of Chancery of the State of Delaware Delaware, or the court in which such Proceedings shall determine that such indemnification may be madehave been brought or is pending, shall determine.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to To the rights of indemnification provided in this Section 1(b) if, fullest extent permitted by reason of his Corporate Statusapplicable law, the Company shall indemnify Indemnitee, if Indemnitee iswas, is or is threatened to be made, made a party to or a participant (as a witness or otherwise) in any Proceeding brought by or in the right of the Company to procure a judgment in the Company. Pursuant to this Section 1(b)'s favor, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, Indemnitee in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, except that no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged finally adjudicated by court order or judgment to be liable to the Company unless and only to the extent that the Court of Chancery or the court in which such Proceeding is or was pending shall determine upon application that, in view of all the circumstances of the State of Delaware case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which such court shall determine that such indemnification may be madedeem proper.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Indemnitee’s Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Liabilities and Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, behalf of Indemnitee in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Liabilities or Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company Company, unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery appropriate court of the State of Delaware Netherlands shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) 4 if, by reason of his Corporate Status, the Indemnitee he is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the CompanyCompany to procure a judgment in its favor. Pursuant to this Section 1(b)Section, Indemnitee shall be indemnified against all Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses) actually and reasonably incurred by the Indemnitee, him or on the Indemnitee’s behalf, his behalf in connection with such Proceeding if the Indemnitee he acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no that indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless if and only to the extent that the Court of Chancery of the State of Delaware Delaware, or the court in which such Proceeding shall have been brought or is pending, shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee The Company shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, indemnify the Indemnitee is, when the Indemnitee is a party or is threatened to be made, made a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant Company to this Section 1(b)procure a judgment in its favor by reason of the fact that he is or was an Agent, Indemnitee shall be indemnified or by reason of anything done or not done by him in any such capacity, against any amounts paid in settlement of any such proceeding and all Expenses expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, him in connection with such the investigation, defense, settlement or appeal of that Proceeding if the Indemnitee he acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, except that no indemnification against such Expenses under this subsection shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee such person shall have been finally adjudged to be liable to the Company under the standards of the Ohio General Corporation Law by a court of competent jurisdiction in the performance of his duty to the Company unless and only to the extent that the Court court in which such Proceeding was brought shall determine, upon application, that, despite the adjudication of Chancery liability, but in view of all the circumstances of the State of Delaware case, such person is fairly and reasonably entitled to indemnity for such amounts which such court shall determine that such indemnification may be madedeem proper.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) ifIf, by reason of his the Indemnitee's Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant Company to this Section 1(b)procure a judgment in its favor, the Company will indemnify the Indemnitee shall be indemnified against all Expenses Expenses, judgments, penalties, and amounts paid in settlement, actually and reasonably incurred by the Indemnitee, Indemnitee or on the Indemnitee’s behalf, 's behalf in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter therein, if the Indemnitee acted in Good Faith. Notwithstanding the foregoing, no such indemnification will be made if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification will nevertheless be made by the Company in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless event if and only to the extent that the Court of Chancery of the State of Delaware shall determine that (or the court in which such indemnification may be madeProceeding has been brought or is pending) determines.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Indemnitee’s Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the CompanyCompany or any Enterprise. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred or paid by the Indemnitee, Indemnitee or on the Indemnitee’s behalf, behalf in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany or any Enterprise; provided, however, that, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company or any Enterprise unless and to the extent that the Court a competent court of Chancery of the State of Delaware valid jurisdiction shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his such person’s Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. The Indemnitee --------------------------------------------- shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his or her Corporate Status, the Indemnitee he or she is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, him or her or on the Indemnitee’s behalf, his or her behalf in connection with such Proceeding if the Indemnitee he or she acted in good faith and in a manner the Indemnitee he or she reasonably believed to be in or not opposed to the best interests of the Company; provided, however, that, if applicable law so provides, no indemnification 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 adjudged to be liable to the Company unless and to the extent that the Chancery Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in indemnified under this Section 1(b) 4 if, by reason of his Corporate Status, the Indemnitee he is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the CompanyCompany to procure a judgment in its favor. Pursuant to this Section 1(b)4, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, him or on the Indemnitee’s behalf, his behalf in connection with such Proceeding if the Indemnitee he acted in good faith Good Faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company; provided, however, provided that if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware Delaware, or the court in which such Proceeding shall have been brought or is pending, shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b2(b) if, by reason of his Indemnitee’s Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b2(b), Indemnitee shall be indemnified by the Company against all Expenses actually and reasonably incurred or paid by the Indemnitee, or on the Indemnitee’s behalf, Indemnitee in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, that, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware or other court of competent jurisdiction shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee (i) is not liable pursuant to NRS 78.138 and (ii) acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company unless and to the extent that the Court a court of Chancery of the State of Delaware competent jurisdiction shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Indemnitee’s Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Liabilities and Expenses actually and reasonably incurred by the Indemnitee, or on the behalf of Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Liabilities or Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware or other court of competent jurisdiction shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided If in this Section 1(b) ifconnection with, or by reason of his of, Indemnitee’s Corporate StatusStatus Indemnitee was, the Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding brought by or in the right of the Company. Pursuant Company to this Section 1(b)procure a judgment in its favor, the Company shall, to the fullest extent permitted by Law, indemnify Indemnitee shall be indemnified against with respect to, and hold Indemnitee harmless from and against, all Expenses actually and reasonably incurred by the Indemnitee, Indemnitee or on the Indemnitee’s behalf, behalf of Indemnitee in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyProceeding; provided, however, if applicable law so provides, no that indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged by a court of competent jurisdiction to be liable to the Company unless only if (and only to the extent that that) the Court of Chancery of the State of Delaware or other court in which such Proceeding shall have been brought or is pending (the “Trial Court”) shall determine that despite such adjudication of liability and in light of all circumstances such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall will be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his or her Corporate Status, the Indemnitee iswas, or is was threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall will be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Company; provided, however, if applicable law so provides, no indemnification . Indemnification will not be provided against such Expenses shall be if made in respect of any claim, issue issue, or matter in such Proceeding as to which Indemnitee shall will have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall will determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall shall, in accordance with the terms hereof, be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall shall, in accordance with the terms hereof, be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b1(a) if, by reason of his such person’s Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b1(a), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his or her Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant (as a witness or otherwise) in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company unless and only to the extent that the Court of Chancery of court in which the State of Delaware Proceeding was brought shall determine that such indemnification may Indemnitee is fairly and reasonably entitled to indemnification. 1 NTD: Bracketed language to be madeincluded in form for Vista directors.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, If by reason of his Indemnitee’s Corporate StatusStatus Indemnitee was, the Indemnitee is, or is threatened to be made, made a party to or a participant in any Proceeding brought by or in the right of the Company. Pursuant Company to this Section 1(b)procure a judgment in its favor, the Company shall, to the fullest extent permitted by law, indemnify Indemnitee shall be indemnified against with respect to, and hold Indemnitee harmless from and against, all Expenses actually and reasonably incurred by the Indemnitee, Indemnitee or on the Indemnitee’s behalf, behalf of Indemnitee in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Company; provided, however, if applicable law so provides, no that indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged by a court of competent jurisdiction to be liable to the Company unless only if (and only to the extent that that) the Court of Chancery of the State of Delaware or other court in which such Proceeding shall have been brought or is pending (the “Trial Court”) shall determine that despite such adjudication of liability and in light of all circumstances such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b2(b) if, by reason of his or her Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b2(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemniteehim, or on the Indemnitee’s his behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification 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 adjudged to be liable to the Company unless and to the extent that the Court court in which such Proceeding was brought, or any other court of Chancery competent jurisdiction, shall determine upon application that, despite such adjudication of liability but in view of all the circumstances of the State of Delaware shall determine that such indemnification may be madecase, Indemnitee is fairly and reasonably entitled to indemnification.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee he is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the CompanyCompany to procure a judgment in its favor. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, him or on the Indemnitee’s behalf, his behalf in connection with such Proceeding if the Indemnitee he acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company; provided, however, that, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware court in which such Proceeding shall have been brought or is pending shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee The Company shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, indemnify the Indemnitee isagainst Expenses and amounts paid in settlement, or is threatened to be made, actually and reasonably incurred by the Indemnitee in connection with a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant Company to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, procure a judgment in connection with such Proceeding its favor if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so providesCompany and its stockholders. Notwithstanding the foregoing, no indemnification 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 adjudged to be liable to the Company in the performance of the Indemnitee's duty to the Company and its stockholders unless and only to the extent that the Court court in which such action or proceeding is or was pending shall determine upon application that, in view of Chancery all the circumstances of the State of Delaware case, the Indemnitee is fairly and reasonably entitled to indemnity for expenses and then only to the extent that the court shall determine that such indemnification may be madeproper.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) 5 if, by reason of his Corporate Status, the Indemnitee he is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the CompanyCompany to procure a judgment in its favor. Pursuant to this Section 1(b)5, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, him or on the Indemnitee’s behalf, his behalf in connection with such Proceeding if the Indemnitee he acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company; providedPROVIDED, howeverHOWEVER, that, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware court in which such Proceeding shall have been brought or is pending shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b1(c) if, by reason of his Indemnitee’s Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b1(c), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(bSECTION 1(B) if, by reason of his Indemnitee's Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section SECTION 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s 's behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court a court of Chancery of the State of Delaware appropriate jurisdiction shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee he is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, him or on the Indemnitee’s behalf, his behalf in connection with such Proceeding if the Indemnitee he acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company; provided, however, that, if applicable law so provides, no indemnification 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 adjudged to be liable to the Company unless and to the extent that the Court of Chancery of or the State of Delaware court in which such proceeding was brought shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to To the rights of indemnification provided in this Section 1(b) if, fullest extent permitted by reason of his Corporate Statusapplicable law, the Company shall indemnify Indemnitee, if Indemnitee iswas, is or is threatened to be made, made a party to or a participant (as a witness or otherwise) in any Proceeding brought by or in the right of the Company to procure a judgment in the Company. Pursuant to this Section 1(b)’s favor, Indemnitee shall be indemnified against all Expenses Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, Indemnitee in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, except that no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged finally adjudicated by court order or judgment to be liable to the Company unless and only to the extent that the Court of Chancery or the court in which such Proceeding is or was pending shall determine upon application that, in view of all the circumstances of the State of Delaware case, Xxxxxxxxxx is fairly and reasonably entitled to indemnity for such expenses which such court shall determine that such indemnification may be madedeem proper.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b1.1(b) if, by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b1.1(b), the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted honestly and in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification 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 adjudged to be liable to the Company unless and to the extent that the Court of Chancery courts of the State of Delaware BVI shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee shall be entitled to in accordance with the rights provisions of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Indemnitee’s Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred or paid by the Indemnitee, Indemnitee or on the Indemnitee’s behalf, behalf in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, that, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) 5, if, by reason of his Corporate Status, the Indemnitee he is, or is threatened to be made, a party to any threatened, pending or participant in any completed Proceeding brought by or in the right of the CompanyCompany to procure a judgment in its favor. Pursuant to this Section 1(b)Section, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, him or on the Indemnitee’s behalf, his behalf in connection with such Proceeding if the Indemnitee he acted in good faith and in a manner the Indemnitee he reasonably believed to be in in, or not opposed to to, the best interests of the Company; provided, however, if applicable law so provides. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and if such indemnification is not permitted by the laws of the State of Delaware or other applicable law; provided, however, that indemnification against Expenses nevertheless shall be made by the Company in such event to the extent that the Court of Chancery of the State of Delaware court in which such Proceeding shall determine that such indemnification may be madehave been brought or is pending, shall determine.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his or her Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made. 1 For directors affiliated with institutional investment funds only.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court a court of Chancery of the State of Delaware competent jurisdiction applying DGCL, or other applicable governing law, shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his his/her Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court a court of Chancery of the State of Delaware competent jurisdiction applying DGCL, or other applicable governing law, shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law and the Articles so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that a state or federal court in the Court Borough of Chancery of Manhattan in the State of Delaware New York (the “NY Court”) shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee he is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, him or on the Indemnitee’s behalf, his behalf in connection with such Proceeding if the Indemnitee he acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company; provided, however, that, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court a court of Chancery of the State of Delaware competent jurisdiction shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate StatusService, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that either the Court of Chancery Common Pleas of Xxxxxxxxxx County, PA or the State United States District Court for the Eastern District of Delaware Pennsylvania (the “Specified Courts”) shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the District Court of Chancery of the State of Delaware Nevada shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s 's behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Indemnitee’s Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Delaware Court of Chancery of the State of Delaware (as defined in Section 20) shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his his/her Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), the Company shall indemnify Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s 's behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, howeverexcept that, if applicable law so provides, no indemnification Indemnitee shall not be indemnified against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court a court of Chancery of the State of Delaware competent jurisdiction shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights right of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee he is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the CompanyCompany to procure a judgment in its favor. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, him or on the Indemnitee’s behalf, his behalf in connection with such Proceeding if the Indemnitee he acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company; provided, however, that, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware Delaware, or the court in which such Proceeding shall have been brought or is pending, shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to To the rights of indemnification provided in this Section 1(b) if, fullest extent permitted by reason of his Corporate Statuslaw, the Company shall indemnify Indemnitee isagainst Expenses and amounts paid in settlement, or is threatened to be made, actually and reasonably incurred by Indemnitee in connection with a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant Company to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, procure a judgment in connection with such Proceeding its favor if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so providesCompany and its stockholders. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company in the performance of Indemnitee's duty to the Company and its stockholders unless and only to the extent that the Court court in which such action or Proceeding is or was pending shall determine upon application that, in view of Chancery all the circumstances of the State of Delaware case, Indemnitee is fairly and reasonably entitled to indemnity for Expenses and then only to the extent that the court shall determine that such indemnification may be madedetermine.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to To the rights of indemnification provided in this Section 1(b) if, fullest extent permitted by reason of his Corporate Statuslaw, the Company shall indemnify the Indemnitee isagainst Expenses and amounts paid in settlement, or is threatened to be made, actually and reasonably incurred by the Indemnitee in connection with a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant Company to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, procure a judgment in connection with such Proceeding its favor if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so providesCompany and its shareholders. Notwithstanding the foregoing, no indemnification 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 adjudged to be liable to the Company in the performance of the Indemnitee’s duty to the Company and its shareholders unless and only to the extent that the Court court in which such action or proceeding is or was pending shall determine upon application that, in view of Chancery all the circumstances of the State of Delaware case, the Indemnitee is fairly and reasonably entitled to indemnity for expenses and then only to the extent that the court shall determine that such indemnification may be madedetermine.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(bl(b) if, by reason of his Corporate Status, the Indemnitee he is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(bl(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, him or on the Indemnitee’s behalf, his behalf in connection with such Proceeding if the Indemnitee he acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company; provided, however, that, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee If an Indemnified Person is, or is threatened to be made, a party to or a participant in any Proceeding brought by or in the right of the Company. Pursuant Company to this Section 1(b)procure a judgment in its favor, Indemnitee the Company shall be indemnified indemnify such Indemnified Person to the fullest extent permitted by applicable law against all Expenses actually and reasonably directly or indirectly incurred by the Indemnitee, or on the Indemnitee’s behalf, behalf of such Indemnified Person in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no . No indemnification against such for Expenses shall be made under this Section 4 in respect of any claim, issue or matter in such Proceeding as to which Indemnitee such Indemnified Person shall have been finally adjudged by a court to be liable to the Company unless and to the extent that the Chancery Court of Chancery of the State of Delaware or any court in which the Proceeding was brought shall determine that upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such indemnification may be madeIndemnified Person is fairly and reasonably entitled to indemnification.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the If Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding brought by or in the right of the Company. Pursuant Company to this Section 1(b)procure a judgment in its favor, the Company shall indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably directly or indirectly incurred by the Indemnitee, or on the Indemnitee’s behalf, behalf of Indemnitee in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee he/she reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no . No indemnification against such for Expenses shall be made under this Section 4 in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company unless and to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the State of Delaware shall determine that such indemnification may be madecase, Indemnitee is fairly and reasonably entitled to indemnification.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled Subject to the rights terms of indemnification this Agreement (including Section 9), Indemnitee will be indemnified as provided in this Section 1(b) if, by reason of his or her Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the CompanyCompany or any Subsidiary. Pursuant to this Section 1(b), Indemnitee shall will be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to Proceeding. Indemnification will not be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification provided against such Expenses shall be if made in respect of any claim, issue issue, or matter in such Proceeding as to which Indemnitee shall will have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of in the State of Delaware shall will determine that such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company unless and only to the extent that the Court of Chancery of court in which the State of Delaware Proceeding was brought shall determine that such indemnification may Indemnitee is fairly and reasonably entitled to indemnification. (1) NTD: Bracketed language to be madeincluded in form for Vista directors.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee is, ; or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.