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

Proceedings by or in the Right of the Company. If indemnification is requested under Section 3(b) and (i) it has been finally adjudicated by a court of competent jurisdiction that, in connection with such specific claim, issue or matter, Indemnitee failed to act (A) in good faith and (B) in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company with respect to such specific claim, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter unless the Court of Chancery or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Indemnifiable Expenses which such court shall deem proper; or (iii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder.

Proceedings by or in the Right of the Company. If indemnification is requested under Section 3(b) and (i) it has been finally adjudicated by a court of competent jurisdiction that, in connection with such specific claim, issue or matter, Indemnitee failed to act (A) in good faith and (B) in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; orhereunder to the extent that they arise out of such claim, issue or matter; (ii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company with respect to such specific claim, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter unless the Court of Chancery district court or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Indemnifiable Expenses which that such court shall deem proper; or (iii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder.

Proceedings by or in the Right of the Company. If indemnification is requested under Section 3(b) and (i) it has been finally adjudicated by a court of competent jurisdiction that, in connection with such specific claim, issue or matter, Indemnitee failed to act (A) in good faith and (B) in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company with respect to such specific claim, Indemnitee shall not be entitled to payment of no Indemnifiable Expenses hereunder shall be paid with respect to such claim, issue or matter unless the Court a court of Chancery or another court competent jurisdiction in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Indemnifiable Expenses which such court shall deem proper; or (iii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder.

Proceedings by or in the Right of the Company. If indemnification is requested under Section 3(b) andand ​ (i) it has been finally adjudicated by a court of competent jurisdiction that, in connection with such specific claim, issue or matter, Indemnitee failed to act (A) in good faith and (B) in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; oror ​ (ii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company with respect to such specific claim, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter unless the Court of Chancery or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Indemnifiable Expenses which such court shall deem proper; oror ​ (iii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder.. ​

Proceedings by or in the Right of the Company. If indemnification is requested under Section 3(b) and: (i) it has been finally adjudicated by a court of competent jurisdiction that, in connection with such specific claim, issue or matter, Indemnitee failed to act (A) in good faith and (B) in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company with respect to such specific claim, Indemnitee shall not be entitled to payment of no Indemnifiable Expenses hereunder shall be paid with respect to such claim, issue or matter unless the Court of Chancery or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Indemnifiable Expenses which such court shall deem proper; or (iii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) 16 of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder.

Proceedings by or in the Right of the Company. If indemnification is requested under Section 3(b) and: (i) it has been finally adjudicated by a court of competent jurisdiction that, in connection with such specific claim, issue or matter, Indemnitee failed to act (A) in good faith and (B) in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunderExpenses, or amounts paid in settlement, hereunder with respect to such claim, issue or matter; or (ii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company with respect to such specific claim, issue or matter, Indemnitee shall not be entitled to payment of Indemnifiable Expenses Expenses, or amounts paid in settlement, hereunder with respect to such claim, issue or matter unless the Court of Chancery or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Indemnifiable Expenses which or amounts paid in settlement as such court shall deem proper; or (iii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunderor amounts paid in settlement, hereunder with respect to such issue, claim or matter.

Proceedings by or in the Right of the Company. If indemnification is requested under Section 3(b) and (i) it has been finally adjudicated by a court of competent jurisdiction that, in connection with such specific claim, issue or matter, Indemnitee failed to act (A) in good faith and (B) in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company with respect to such specific claim, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter unless the Court a court of Chancery or another court competent jurisdiction in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Indemnifiable Expenses which such court shall deem proper; or (iii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder.

Proceedings by or in the Right of the Company. If indemnification is requested under Section 3(b) above and (i) subject to the provisions of Section 8, it has been finally adjudicated by a court of competent jurisdiction that, in connection with such specific claim, issue or mattera Specific Claim, Indemnitee failed to act (A) in good faith and (B) in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, Indemnitee shall not be entitled to payment hereunder of any Indemnifiable Expenses hereunder; orincurred or paid by Indemnitee by reason of such Specific Claim; (ii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company with respect to such specific claimSpecific Claim, Indemnitee shall not be entitled to payment hereunder of any Indemnifiable Expenses hereunder with respect to incurred or paid by Indemnitee by reason of such claim, issue or matter Specific Claim unless the Court of Chancery or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Indemnifiable Expenses which such court shall deem proper; or (iii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder.

Proceedings by or in the Right of the Company. If indemnification is requested under Section 3(b) and (i) it has been finally adjudicated by a court of competent jurisdiction that, in connection with such specific claim, issue or matter, Indemnitee failed to act (A) in good faith and (B) in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunderhereunder to the extent that they arise out of such claim, issue or matter; or (ii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company with respect to such specific claim, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter unless the Court of Chancery district court or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Indemnifiable Expenses which such court shall deem proper; or (iii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder.

Proceedings by or in the Right of the Company. If indemnification is requested under Section 3(b) and (i) it has been finally adjudicated by a court the Court of competent jurisdiction Chancery of the State of Delaware that, in connection with such specific claim, issue or matter, Indemnitee failed to act (A) in good faith and (B) in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been finally adjudicated by a court the Court of competent jurisdiction Chancery of the State of Delaware that Indemnitee is liable to the Company with respect to such specific claim, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter unless the Court of Chancery of the State of Delaware or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Indemnifiable Expenses which such court shall deem proper; or (iii) it has been finally adjudicated by a court the Court of competent jurisdiction Chancery of the State of Delaware that Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder.

Proceedings by or in the Right of the Company. If indemnification is requested under Section 3(b) and (i) it has been finally adjudicated by a court of competent jurisdiction and established by clear and convincing evidence that, in connection with such specific claim, issue or matter, Indemnitee failed to act (A) the act or omission of Indemnitee was a material factor giving rise to the Proceeding relating to the claim, issue or matter and (1) was committed in good bad faith or (2) was the result of active and deliberate dishonesty or Disabling Conduct, or (B) Indemnitee actually received an improper personal benefit in a manner Indemnitee reasonably believed to be in money, property or not opposed to the best interests of the Companyservices, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunderhereunder to the extent that they arise out of such claim, issue or matter; or (ii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company with respect to such specific claim, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter unless the Circuit Court of Chancery for Baltimore City, Maryland or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Indemnifiable Expenses which such court shall deem proper; or (iii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder.

Proceedings by or in the Right of the Company. If indemnification is requested under Section 3(b) and (i) it has been finally adjudicated by a court of competent jurisdiction in The Commonwealth of Massachusetts that, in connection with respect to such specific claim, issue or matter, Indemnitee failed to act (i) did not conduct himself or herself in good faith in the reasonable belief that his or her conduct was (A) in good faith and the best interest of the Company or such other Entity, or (B) in a manner Indemnitee reasonably believed to be in or at least not opposed to the best interests of the CompanyCompany or such other Entity; or (ii) did not conduct himself or herself, to the extent such matter related to service with respect to an employee benefit plan, in the reasonable belief that his or her conduct was in the best interests of the participants or beneficiaries of such employee benefit plan, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been finally adjudicated by a court of competent jurisdiction in The Commonwealth of Massachusetts that Indemnitee is liable to the Company with respect to such specific claim, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter matter, unless the Court a court of Chancery or another court competent jurisdiction in which such Proceeding was brought The Commonwealth of Massachusetts shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Indemnifiable Expenses which such court shall deem proper; or (iii) it has been finally adjudicated by a court of competent jurisdiction in The Commonwealth of Massachusetts that Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder.

Proceedings by or in the Right of the Company. If indemnification is requested under Section 3(b) and (i) and it has been finally adjudicated by a court of competent jurisdiction that, in connection with such specific claim, issue or matter, Indemnitee failed to act (A) in good faith and (B) in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunderhereunder to the extent that they arise out of such claim, issue or matter; or (ii) or it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company with respect to such specific claim, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter unless the Court of Chancery or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Indemnifiable Expenses which such court shall deem proper; or (iii) or it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder.

Proceedings by or in the Right of the Company. If indemnification is requested under Section 3(b) and (i) it has been finally adjudicated by a court of competent jurisdiction that, in connection with such specific claim, issue or matter, Indemnitee failed to act (A) in good faith and (B) in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; orhereunder to the extent that they arise out of such claim, issue or matter; (ii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company with respect to such specific claim, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter unless the Court of Chancery or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Indemnifiable Expenses which that such court shall deem proper; or (iii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder.

Proceedings by or in the Right of the Company. If Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is requested under 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 3(b) and (i) it has been finally adjudicated 1(b), Indemnitee shall be indemnified by a court of competent jurisdiction thatthe Company, to the fullest extent permitted by applicable law, against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with such specific claim, issue or matter, Proceeding if Indemnitee failed to act (A) acted in good faith and (B) in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany and, with respect to any criminal Proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made under this Section 1(b) in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has have been finally adjudicated adjudged by a court of competent jurisdiction that Indemnitee is to be liable to the Company with respect Company, unless and only to such specific claim, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter unless the extent that the Court of Chancery or another court of the State of Delaware in which such the Proceeding was brought shall determine upon application that, despite the adjudication of liability, liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Indemnifiable Expenses which as the Court of Chancery of the State of Delaware or such other court shall deem proper; or (iii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable . Notwithstanding the foregoing, to the Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of extent that a change in applicable law permits the Company pursuant to provide greater indemnification than would be afforded currently under the provisions of Restated Certificate, Restated By-laws and this Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law1(b), Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunderenjoy by this Section 1(b) the greater benefits so afforded by such change.

Proceedings by or in the Right of the Company. If --------------------------------------------- indemnification is requested under Section 3(b) and (i) it has been finally adjudicated by a court of competent jurisdiction that, in connection with such specific claim, issue or matter, Indemnitee failed to act (A) in good faith and (B) in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company with respect to such specific claim, Indemnitee shall not be entitled to payment of no Indemnifiable Expenses hereunder shall be paid with respect to such claim, issue or matter unless the Court of Chancery or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Indemnifiable Expenses which such court shall deem proper; or (iii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder.

Proceedings by or in the Right of the Company. If indemnification is requested under Section 3(b) and (i) it has been finally adjudicated by a court of competent jurisdiction that, in connection with such specific claim, issue or matter, Indemnitee failed to act (A) in good faith and (B) in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; oror ​ (ii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company with respect to such specific claim, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter unless the Court of Chancery or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Indemnifiable Expenses which such court shall deem proper; oror ​ (iii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder.. ​

Proceedings by or in the Right of the Company. If indemnification is requested under Section 3(b3(a)(ii) above and (i) it has been finally adjudicated by a court of competent jurisdiction Finally Adjudicated that, in connection with such specific claim, issue or mattera Specific Claim, Indemnitee failed to act (A) in good faith and (B) in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, Indemnitee shall not be entitled to payment under Section 3 above of Indemnifiable any Expenses hereunderincurred or paid by Indemnitee by reason of such Specific Claim; or (ii) it has been finally adjudicated by a court of competent jurisdiction Finally Adjudicated that Indemnitee is liable to the Company with respect to such specific claimSpecific Claim, Indemnitee shall not be entitled to payment under Section 3 above of Indemnifiable any Expenses hereunder with respect to incurred or paid by Indemnitee by reason of such claim, issue or matter Specific Claim unless the Court of Chancery of the State of Delaware or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Indemnifiable Expenses which such court shall deem proper; or (iii) it has been finally adjudicated by a court of competent jurisdiction Finally Adjudicated that Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunderrelating thereto under Section 3 above.

Proceedings by or in the Right of the Company. If Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is requested under 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 3(b) and (i) it has been finally adjudicated 1(b), Indemnitee shall be indemnified by a court of competent jurisdiction thatthe Company, to the fullest extent permitted by applicable law, against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with such specific claim, issue or matter, Proceeding if Indemnitee failed to act (A) acted in good faith and (B) in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany and, with respect to any criminal Proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made under this Section 1(b) in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has have been finally adjudicated adjudged by a court of competent jurisdiction that Indemnitee is to be liable to the Company with respect Company, unless and only to such specific claim, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter unless the extent that the Delaware Court of Chancery or another court (as hereinafter defined) in which such the Proceeding was brought shall determine upon application that, despite the adjudication of liability, liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Indemnifiable Expenses which such court as the Delaware Court shall deem proper; or (iii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable . Notwithstanding the foregoing, to the Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of extent that a change in applicable law permits the Company pursuant to provide greater indemnification than would be afforded currently under the provisions of Restated Certificate, Restated Bylaws and this Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law1(b), Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunderenjoy by this Section 1(b) the greater benefits so afforded by such change.

Proceedings by or in the Right of the Company. If indemnification is requested under Section 3(b) above and (i) subject to the provisions of Section 6, it has been finally adjudicated by a court of competent jurisdiction that, in connection with such specific claim, issue or mattera Specific Claim, Indemnitee failed to act (A) in good faith and (B) in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, Indemnitee shall not be entitled to payment hereunder of any Indemnifiable Expenses hereunder; orincurred or paid by Indemnitee by reason of such Specific Claim; (ii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company with respect to such specific claimSpecific Claim, Indemnitee shall not be entitled to payment hereunder of any Indemnifiable Expenses hereunder with respect to incurred or paid by Indemnitee by reason of such claim, issue or matter Specific Claim unless the Court of Chancery or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Indemnifiable Expenses which such court shall deem proper; or (iii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder.

Proceedings by or in the Right of the Company. If indemnification is requested under Section 3(b) above and (i) it has been finally adjudicated by a court of competent jurisdiction Finally Adjudicated that, in connection with such specific claim, issue or mattera Specific Claim, Indemnitee failed to act (A) in good faith and (B) in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, Indemnitee shall not be entitled to payment hereunder of any Indemnifiable Expenses hereunderincurred or paid by Indemnitee by reason of such Specific Claim; or (ii) it has been finally adjudicated by a court of competent jurisdiction Finally Adjudicated that Indemnitee is liable to the Company with respect to such specific claimSpecific Claim, Indemnitee shall not be entitled to payment hereunder of any Indemnifiable Expenses hereunder with respect to incurred or paid by Indemnitee by reason of such claim, issue or matter Specific Claim unless the Court of Chancery or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Indemnifiable Expenses which such court shall deem proper; or (iii) it has been finally adjudicated by a court of competent jurisdiction Finally Adjudicated that Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law, Indemnitee shall not be entitled to payment of Indemnifiable Expenses relating thereto hereunder.

Proceedings by or in the Right of the Company. If indemnification is requested under Section 3(b) and: (i) it has been finally adjudicated by a court of competent jurisdiction that, in connection with such specific claim, issue or matter, Indemnitee failed to act (A) in good faith and (B) in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunderExpenses, or amounts paid in settlement, hereunder with respect to such claim, issue or matter; or (ii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company with respect to such specific claim, issue or matter, Indemnitee shall not be entitled to payment of Indemnifiable Expenses Expenses, or amounts paid in settlement, hereunder with respect to such claim, issue or matter unless the a Delaware Court of Chancery or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Indemnifiable Expenses which or amounts paid in settlement as such court shall deem proper; or (iii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunderor amounts paid in settlement, hereunder with respect to such issue, claim or matter.

Proceedings by or in the Right of the Company. If indemnification is requested under Section 3(b2(b) in a Proceeding by or in the right of the Company and (i) it has been finally adjudicated by a court of competent jurisdiction that, in connection with such specific claim, issue or matter, Indemnitee (A) engaged in actions or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (B) failed to act (A) in good faith and (B) in a manner Indemnitee reasonably believed to be in the best interests of the Company in the case of conduct in the Indemnitee’s official capacity with the Company or at least reasonably believed to be not opposed to the best interests of the CompanyCompany in all other cases; (C) with respect to any criminal Proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful; (D) improperly received a personal benefit; (E) breached his or her duty of loyalty to the Company or its shareholders; or (F) is liable under Tennessee Code Annotated § 00-00-000, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder(or any other Indemnifiable Amounts) with respect thereto; or (ii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company with respect to such specific claim, Indemnitee shall not be entitled to payment of Indemnifiable Expenses (or any other Indemnifiable Amounts) hereunder with respect to such claim, issue or matter unless the Court of Chancery or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Indemnifiable Expenses which such court shall deem propermatter; or (iii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law, or if the Indemnitee agrees by way of settlement or otherwise to pay any or all of such profits to the Company, Indemnitee shall not be entitled to payment of Indemnifiable Expenses (or any other Indemnifiable Amounts) hereunder.

Proceedings by or in the Right of the Company. If indemnification is requested under Section 3(b) and (i) it has been finally adjudicated by a court of competent jurisdiction that, in connection with such specific claim, issue or matter, Indemnitee failed to act (A) in good faith and (B) in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company with respect to such specific claim, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter unless the Court of Chancery or another court in which such Proceeding was brought shall finally determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Indemnifiable Expenses which such court shall deem proper; or (iii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder.

Proceedings by or in the Right of the Company. If indemnification is requested under Section 3(b) of this Agreement and (i) it has been finally adjudicated by a court of competent jurisdiction that, in connection with such specific claim, issue or matter, Indemnitee failed to act (A) in good faith and (B) in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company with respect to such specific claim, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter unless the Court of Chancery of the State of Delaware or another court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Indemnifiable Expenses which such court shall deem proper; or (iii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder.