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 under this Section 1(b) in respect of any claim, issue or matter 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 any court in which the Proceeding was brought or the Delaware Court (as hereinafter defined) 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.

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 CompanyCompany to procure a judgment in its favor. Pursuant to this Section 1(b2(b), Indemnitee shall be indemnified against all 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 reasonably believed to be in or not opposed to the best interests of the Company; provided, however, that, if applicable law so provides. No , 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 have been finally adjudged by a court to be liable to the Company, Company unless and only to the extent that any court in which the Proceeding was brought or Court of Chancery of the State of Delaware Court (as hereinafter defined) 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 indemnificationthat 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 , 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 have been finally adjudged by a court to be liable to the Company, Company unless and only to the extent that any the court in which the Proceeding was brought or the Delaware Court (as hereinafter defined) shall determine determine, upon application that, despite the adjudication of liability but in view of all the circumstances of the case, that 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(b2(b) if, by reason of his Indemnitee’s Corporate StatusStatus or otherwise, 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 not unreasonably 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 Expenses shall be made under this Section 1(b) in respect of any claim, issue or matter in such Proceeding as to which it shall be finally determined (under the procedures, and subject to the presumptions, set forth in Section 7 and Section 8 hereof), that Indemnitee shall have been finally adjudged by a court to be is liable to the Company, Company unless and only to the extent that any court in which the Proceeding was brought or the Delaware Court (as hereinafter defined) Nevada courts 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 indemnificationthat 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 , 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 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 the State of Delaware or any court in which the such Proceeding was brought or the Delaware Court (as hereinafter defined) 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 indemnificationthat 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 , no indemnification against such Liabilities or 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 have been finally adjudged by a court to be liable to the Company, Company unless and only to the extent that any the court in which the Proceeding was brought or the Delaware Court (as hereinafter defined) shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, that 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) 1 if, by reason of his Corporate Indemnitee’s Company Status, the Indemnitee isis made, 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, Indemnitee or on the Indemnitee’s behalf, 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 , 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 have been finally adjudged by a court to be liable to the Company, Company unless and only to the extent that the Court of Chancery of the State of Delaware or any court in which the such Proceeding was brought or the Delaware Court (as hereinafter defined) shall determine upon application thatthat such indemnification may be made, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationliability.

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 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 , no indemnification against such Expenses shall will be made under this Section 1(b) in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have has been finally adjudged by a court to be liable to the Company, Company by a court of competent jurisdiction from which there is no further right of appeal unless and only to the extent that any the court in which the Proceeding such action or suit was brought or the Delaware Court (as hereinafter defined) 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 indemnificationdetermines 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 indemnified, defended, and held harmless 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 , no indemnification against such Expenses shall will be made under this Section 1(b) in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have has been finally adjudged by a court to be liable to the Company, Company unless and only to the extent that any court in which the Proceeding was brought or the Delaware Court (as hereinafter defined) shall determine upon application that, despite the adjudication of liability but in view of all the circumstances Chancery of the case, Indemnitee is fairly and reasonably entitled to indemnificationState of Delaware determines 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 under this Section 1(b) in respect of any claim, issue or matter 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 any court in which the Proceeding was brought or the Delaware New York Court (as hereinafter defined) 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.

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 4 if Indemnitee 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, Indemnitee or on the Indemnitee’s behalf, behalf in connection with the defense or the settlement of 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. Notwithstanding the foregoing, however, if applicable law so provides. No 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 the Indemnitee shall have been finally adjudged by a court to be liable to the CompanyCompany or if applicable law prohibits such indemnification; provided, unless however, that if applicable law so permits and only subject to Section 7, indemnification against Expenses shall nevertheless be made by the Company in such event if and to the extent that any the Delaware Court of Chancery or the court in which the such Proceeding was shall have been brought or the Delaware Court (as hereinafter defined) shall determine is pending, upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, 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 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 , 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 have been finally adjudged by a court to be liable to the Company, Company unless and only to the extent that any the court in which the Proceeding was brought or the Delaware Court (as hereinafter defined) shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, that Indemnitee is fairly and reasonably entitled to indemnification. 1 Bracketed language to be included in form for GTCR directors.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights If indemnification is requested under Section 3(b) and (i) it has been finally adjudicated by a court 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 behalfcompetent jurisdiction that, in connection with such Proceeding if the specific claim, issue or matter, Indemnitee acted failed to act (A) in good faith and (B) in a manner the Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Company, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; providedor (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, however, if applicable law so provides. No indemnification against Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such Expenses shall be made under this Section 1(b) in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to unless the Company, unless and only to the extent that any Court of Chancery or another court in which the such Proceeding was brought or the Delaware Court (as hereinafter defined) 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 indemnificationindemnification for such Indemnifiable Expenses which such court shall deem 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 was or 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 , 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 have been finally adjudged by a court in such Proceeding to be liable to the Company, Company unless and only to the extent that any court in which the Proceeding was brought or Court of Chancery of the State of Delaware Court (as hereinafter defined) 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 indemnificationthat such indemnification for Expenses 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 , 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 have been finally adjudged by a court to be liable to the Company, Company unless and only to the extent that any the Court of Chancery of the State of Delaware (or such other court in which the Proceeding was brought or the Delaware Court (as hereinafter definedis properly brought) shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, that 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 or her Corporate Status, the Indemnitee was, 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 , 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 have been finally adjudged by a court of competent jurisdiction to be liable to the Company, Company unless and only to the extent that any court in which the Proceeding was brought or Court of Chancery of the State of Delaware Court (as hereinafter defined) 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 indemnificationthat 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, 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 , 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 have been finally adjudged by a court to be liable to the Company, Company unless and only to the extent that any court in which the Proceeding was brought or Court of Chancery of the State of Delaware Court (as hereinafter defined) 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 indemnificationthat 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 StatusStatus or otherwise, 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 not unreasonably 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 Expenses shall be made under this Section 1(b) in respect of any claim, issue or matter in such Proceeding as to which it shall be finally determined (under the procedures, and subject to the presumptions, set forth in Section 7 and Section 8 hereof), that Indemnitee shall have been finally adjudged by a court to be is liable to the Company, Company unless and only to the extent that any court in which the Proceeding was brought or Court of Chancery of the State of Delaware Court (as hereinafter defined) 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 indemnificationthat 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 , 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 have been finally adjudged by a court to be liable to the Company, Company unless and only to the extent that any the court in which the Proceeding was brought or the Delaware Court (as hereinafter defined) shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, that Indemnitee is fairly and reasonably entitled to indemnification. 1 NTD: Bracketed language to be included in form for Xxxxx Xxxxx 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 such person’s Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant (as a witness, deponent 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 , 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 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 the State of Delaware or any court in which the such Proceeding was brought or the Delaware Court (as hereinafter defined) 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 indemnificationthat such indemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights If indemnification --------------------------------------------- is requested under Section 3(b) and (i) it has been finally adjudicated by a court 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 behalfcompetent jurisdiction that, in connection with such Proceeding if the specific claim, issue or matter, Indemnitee acted failed to act (A) in good faith and (B) in a manner the 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; providedor (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, however, if applicable law so provides. No indemnification against such no Indemnifiable Expenses shall be made under this Section 1(b) in paid with respect of any to such claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to unless the Company, unless and only to the extent that any Court of Chancery or another court in which the such Proceeding was brought or the Delaware Court (as hereinafter defined) 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 indemnificationindemnification for such Indemnifiable Expenses which such court shall deem proper.

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 was or 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(b2(b), Indemnitee shall be indemnified against all 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 reasonably believed to be in or not opposed to the best interests of the Company; provided, however, that, if applicable law so provides. No , 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 have been finally adjudged by a court to be liable to the Company, Company unless and only to the extent that any court in which the Proceeding was brought or Court of Chancery of the State of Delaware Court (as hereinafter defined) 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 indemnificationthat 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 , 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 have been finally adjudged by a court to be liable to the Company, Company unless and only to the extent that any the court in which the Proceeding was brought or the Delaware Court (as hereinafter defined) shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, that Indemnitee is fairly and reasonably entitled to indemnification. 1 Bracketed language to be included in form for EQT 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 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 , no indemnification against such Liabilities or 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 have been finally adjudged by a court to be liable to the Company, Company unless and only to the extent that any the court in which the Proceeding was brought or the Delaware Court (as hereinafter defined) shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, that Indemnitee is fairly and reasonably entitled to indemnification. 1 Bracketed provisions apply only to GTCR 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 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 and not opposed to the best interests of the Company; provided, however, if applicable law so provides. No , 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 have been finally adjudged by a court of competent jurisdiction to be liable to the Company, Company unless and only to the extent that any the court in which the Proceeding was brought or the Delaware Court (as hereinafter defined) shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, that Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such Expenses which the court deems proper.