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

Proceedings by or in the Right of the Corporation. The Corporation shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was an Agent of the Corporation, against expenses actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such action if Indemnitee acted in good faith, in a manner Indemnitee believed to be in or not opposed to the best interests of the Corporation and its stockholders; except that no indemnification shall be made under this Section 1(b) for any of the following: (i) In respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation in the performance of Indemnitee’s duty to the Corporation and its stockholders, unless and only to the extent that the court in which such proceeding is or was pending or the Delaware Court of Chancery shall determine upon application that, in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for the expenses which such court shall determine; (ii) Of amounts paid in settling or otherwise disposing of a pending action without court approval; or (iii) Of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval.

Proceedings by or in the Right of the Corporation. The Corporation shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding by or in the right of the Corporation or any subsidiary of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was was, or has agreed to become, an Agent officer and/or director, as the case may be, of the Corporation, or any subsidiary of the Corporation, by reason of any actual or alleged error or misstatement or misleading statement made or suffered by Indemnitee, by reason of any action or inaction on the part of Indemnitee while an officer and/or director, as the case may be, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an officer and/or director, as the case may be, of another corporation, partnership, joint venture, trust or other enterprise (including without limitation employee benefit plans and administrative committees thereof), against expenses (including reasonable attorneys’ fees and disbursements), damages (compensatory, exemplary, punitive or otherwise), costs of attachment or similar bonds, judgments, fines and, to the fullest extent permitted by law, amounts paid in settlement (if such settlement is approved in advance by the Corporation, such approval not to be unreasonably withheld), in each case to the extent actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such action or suit if Indemnitee acted in good faith, faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation and its stockholders; , except that no indemnification shall be made under this Section 1(b) for any of the following: (i) In in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged finally adjudicated by a final, unappealable order or judgment by a court having jurisdiction over the parties and the subject matter of the dispute from which no further right of appeal exists to be liable to the Corporation in the performance of Indemnitee’s duty to the Corporation and its stockholders, stockholders unless and only to the extent that the court in which such action or proceeding is or was pending or the Delaware Court of Chancery shall determine upon application that, in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for the such expenses which such court shall determine; (ii) Of amounts paid in settling or otherwise disposing of a pending action without court approval; or (iii) Of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approvaldeem proper.

Proceedings by or in the Right of the Corporation. The Corporation shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the Corporation or any subsidiary of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was an Agent a director, officer or agent of the Corporation, or any subsidiary of the Corporation, by reason of any action or inaction on the part of Indemnitee while an officer, director or agent or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as a director, officer or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including subject to Section 13, attorneys' fees and any expenses of establishing a right to indemnification pursuant to this Agreement or under California law) and, to the fullest extent permitted by law, amounts paid in settlement, in each case to the extent actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such action the proceeding if Indemnitee acted in good faith, faith and in a manner Indemnitee believed to be in or not opposed to the best interests of the Corporation and its stockholders; shareholders, except that no indemnification shall be made under this Section 1(b) for any of the following: (i) In with respect of to any claim, issue or matter as to which Indemnitee shall have been adjudged to be have been liable to the Corporation in the performance of Indemnitee’s 's duty to the Corporation corporation and its stockholdersshareholders, unless and only to the extent that the court in which such proceeding is or was pending or the Delaware Court of Chancery shall determine upon application that, in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for expenses and then only to the expenses which such extent that the court shall determine; (ii) Of amounts paid in settling or otherwise disposing of a pending action without court approval; or (iii) Of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval.

Proceedings by or in the Right of the Corporation. The Corporation Indemnitee shall indemnify Indemnitee if Indemnitee was be entitled to the rights of indemnification provided in this Section 5 if, by reason of his or is a party her Corporate Status, he or she is, or is threatened to be made made, a party to any threatenedcontemplated, pending pending, or completed action Proceeding brought by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that favor. Pursuant to this Section 5, Indemnitee is or was an Agent of the Corporationshall be indemnified against Expenses, against expenses judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee him or her or on his or her behalf in connection with the defense any such Proceeding if he or settlement of such action if Indemnitee she acted in good faith, faith and in a manner Indemnitee he or she reasonably believed to be in or not opposed to the best interests of the Corporation and its stockholders; except that Corporation. Notwithstanding the foregoing, no indemnification against such Expenses shall be made under this Section 1(b) for any of the following: (i) In in respect of any claim, issue or matter in any such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Corporation in the performance of Indemnitee’s duty to the Corporation and its stockholders, if applicable law expressly prohibits such indemnification unless and only to the extent that the Chancery Court of the State of Delaware or the court in which such proceeding Proceeding shall have been brought or is or was pending pending, shall determine that indemnification against Expenses may nevertheless be made by the Corporation. For purposes of this Section 5, Indemnitee shall be deemed to have acted in good faith if Indemnitee's action is based on the records or the Delaware Court books of Chancery shall determine upon application that, in view of all the circumstances account of the caseCorporation or an Affiliate, including financial statements, or on information supplied to the Indemnitee is fairly and reasonably entitled to indemnity by the officers of the Corporation or an Affiliate in the course of their duties, or on the advice of legal counsel for the expenses which such court shall determine; (ii) Of amounts paid in settling Corporation or otherwise disposing of a pending action without court approval; or (iii) Of expenses incurred in defending a pending action which is settled an Affiliate by an independent certified public accountant or otherwise disposed of without court approvalby an appraiser or other expert selected with reasonable care by the Corporation or an Affiliate.

Proceedings by or in the Right of the Corporation. The Corporation Indemnitee shall indemnify be Entitled to the rights of indemnification provided in this Section 4 if, by reason of (a) his Corporate Status or (b) anything done or not done by Indemnitee if Indemnitee in any such capacity he was or is a party is, or is threatened to be made made, a party to any threatenedany, pending or completed action Proceeding brought by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that favor. Pursuant to this Section 4, Indemnitee is or was an Agent of the Corporation, shall be indemnified against expenses all Losses and Expenses actually and reasonably incurred by Indemnitee him or on his behalf in connection with the defense or settlement of such action Proceeding if Indemnitee he acted in good faith, faith and in a manner Indemnitee he reasonably believed to be in or not opposed to the best interests of the Corporation and its stockholders; except that Corporation. Notwithstanding the foregoing, no indemnification against such Losses or Expenses shall be made under this Section 1(b) for any of the following: (i) In in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation in the performance of Indemnitee’s duty to if such indemnification is not permitted by Delaware or other applicable law, provided, however, that indemnification against all Losses and Expenses shall nevertheless be made by the Corporation and its stockholders, unless and only in such event to the extent that the Court of Chancery of the State of Delaware, or the court in which such proceeding shall have been brought or is or was pending or the Delaware Court of Chancery shall determine upon application thatpending, in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for the expenses which such court shall determine; (ii) Of amounts paid in settling or otherwise disposing of a pending action without court approval; or (iii) Of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval.

Proceedings by or in the Right of the Corporation. The Corporation Indemnitee shall indemnify be entitled to the rights of indemnification set forth in Section 1 if, by reason of Indemnitee’s Corporate Status, Indemnitee if Indemnitee was or is a party is, or is threatened to be be, made a party to any threatened, pending or completed action Proceeding brought by or in the right of the Corporation to procure a judgment in its favor provided such Proceeding was authorized by reason the Board of the fact that Indemnitee is or was an Agent Directors of the Corporation, . Indemnitee shall be indemnified against expenses Expenses actually and reasonably incurred by Indemnitee him/her or on Indemnitee’s behalf in connection with the defense or settlement of such action Proceeding if Indemnitee acted in good faith, faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation and its stockholders; except that Corporation. Notwithstanding the foregoing, no indemnification against such Expenses shall be made under this Section 1(b) for any of the following: (i) In in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Corporation in the performance of Indemnitee’s duty to the Corporation and its stockholdersliable, unless and only to the extent that the court in which such proceeding is the Proceeding was brought, or was pending or the Delaware Court any other court of Chancery competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee such person is fairly and reasonably entitled to indemnity for the expenses such Expenses which such court shall determine; (ii) Of amounts paid in settling or otherwise disposing of a pending action without court approval; or (iii) Of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approvaldeem proper.

Proceedings by or in the Right of the Corporation. The Corporation shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation or any subsidiary of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was an Agent a director, officer, employee or agent of the Corporation, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) and, to the fullest extent permitted by law, amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such action or suit if Indemnitee acted in good faith, faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation and its stockholders; Corporation, except that no indemnification shall be made under this Section 1(b) for any of the following: (i) In in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation in the performance of Indemnitee’s duty to the Corporation and its stockholders, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such proceeding is action or suit was pending or the Delaware Court of Chancery 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 indemnity for the such expenses which the Court of Chancery of the State of Delaware or such other court shall determine; (ii) Of amounts paid in settling or otherwise disposing of a pending action without court approval; or (iii) Of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approvaldeem proper.

Proceedings by or in the Right of the Corporation. The Corporation Indemnitee shall indemnify be entitled to the rights of indemnification set forth in Section 2 if, by reason of Indemnitee’s Corporate Status, Indemnitee if Indemnitee was or is a party is, or is threatened to be be, made a party to any threatened, pending or completed action Proceeding brought by or in the right of the Corporation to procure a judgment in its favor provided such Proceeding was authorized by reason the Board of the fact that Indemnitee is or was an Agent Directors of the Corporation, . Indemnitee shall be indemnified against expenses Expenses actually and reasonably incurred by Indemnitee him/her or on Indemnitee’s behalf in connection with the defense or settlement of such action Proceeding if Indemnitee acted in good faith, faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation and its stockholders; except that Corporation. Notwithstanding the foregoing, no indemnification against such Expenses shall be made under this Section 1(b) for any of the following: (i) In in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Corporation in the performance of Indemnitee’s duty to the Corporation and its stockholdersliable, unless and only to the extent that the court in which such proceeding is the Proceeding was brought, or was pending or the Delaware Court any other court of Chancery competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee such person is fairly and reasonably entitled to indemnity for the expenses such Expenses which such court shall determine; (ii) Of amounts paid in settling or otherwise disposing of a pending action without court approval; or (iii) Of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approvaldeem proper.

Proceedings by or in the Right of the Corporation. The Corporation shall indemnify the Indemnitee in accordance with the provisions of this Agreement if the Indemnitee was or was or is a party to or is threatened to be made a party to or otherwise involved in any threatened, pending or completed action Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is Indemnitee's Corporate Status or was an Agent by reason of the Corporationany action alleged to have been taken or omitted in such capacity, against expenses all Expenses and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred by Indemnitee him or it or on his or its behalf in connection with such Proceeding, if the defense or settlement of such action if Indemnitee acted in good faith, faith and in a manner Indemnitee he reasonably believed to be in in, or not opposed to to, the best interests of the Corporation and its stockholders; Corporation, except that no indemnification shall be made under this Section 1(b) for any of the following: (i) In in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Corporation in the performance of Indemnitee’s duty to the Corporation and its stockholders, unless and only to the extent that the Court of Chancery of Delaware or the court in which such proceeding is or Proceeding was pending or the Delaware Court of Chancery brought shall determine upon application that, despite the adjudication of such liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such Expenses which the expenses which Court of Chancery of Delaware or such other court shall determine; (ii) Of amounts paid in settling or otherwise disposing of a pending action without court approval; or (iii) Of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approvaldeem proper.

Proceedings by or in the Right of the Corporation. The Corporation shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was an Agent of the Corporation, against expenses actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such action if Indemnitee acted in good faith, in a manner Indemnitee believed to be in or not opposed to the best interests of the Corporation and its stockholders; except that no indemnification shall be made under this Section 1(b2(b) for any of the following: (i) In respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation in the performance of Indemnitee’s duty to the Corporation and its stockholders, unless and only to the extent that the court in which such proceeding is or was pending or the Delaware Court of Chancery shall determine upon application that, in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for the expenses which such court shall determine; (ii) Of amounts paid in settling or otherwise disposing of a pending action without court approval; or (iii) Of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval.

Proceedings by or in the Right of the Corporation. The Corporation shall indemnify Indemnitee if Indemnitee is or was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation or any subsidiary of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was an Agent a director, officer, employee or agent of the Corporation, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) and, to the fullest extent permitted by law, amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such action or suit if Indemnitee acted in good faith, faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation and its stockholders; Corporation, except that no indemnification shall be made under this Section 1(b) for any of the following: (i) In in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation in the performance of Indemnitee’s duty to the Corporation and its stockholders, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such proceeding is action or suit was pending or the Delaware Court of Chancery 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 indemnity for the such expenses which the Court of Chancery of the State of Delaware or such other court shall determine; (ii) Of amounts paid in settling or otherwise disposing of a pending action without court approval; or (iii) Of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approvaldeem proper.

Proceedings by or in the Right of the Corporation. The Corporation shall indemnify Indemnitee if Indemnitee was or is made a party to, or is threatened to be made a party to to, or otherwise involved in, any threatened, pending or completed Proceeding which is an action by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was an Agent of the Corporation. This indemnity shall apply, and be limited, to and against all expenses actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such action if Proceeding, but only if: (a) Indemnitee acted in good faith, in a manner Indemnitee believed to be in or not opposed to met the Applicable Standard (except that the Indemnitee’s belief regarding the best interests of the Corporation need not have been reasonable); (b) Indemnitee also acted in a manner which the person believed to be in the best interests of the Corporation’s shareholders; and its stockholders; except that no (c) the action is not settled or otherwise disposed of without court approval. No indemnification shall be made under this Section 1(b) for any of the following: (i) In section 3 in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation in the performance of Indemniteesuch person’s duty to or the Corporation and its stockholdersCorporation, unless unless, and only to the extent that that, the court in which such proceeding is or was pending or the Delaware Court of Chancery shall determine upon application that, in view of all the circumstances of the case, Indemnitee is fairly and reasonably reasonable entitled to indemnity indemnification for the expenses which such court shall determine; (ii) Of amounts paid in settling or otherwise disposing of a pending action without court approval; or (iii) Of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval.. ​

Proceedings by or in the Right of the Corporation. The Corporation Indemnitee shall indemnify Indemnitee if be entitled to the rights of indemnification provided in this Section 4.03 if, by reason of Indemnitee's Corporate Status, Indemnitee was or is a party is, or is threatened to be made made, a party to any threatened, pending or completed action Proceeding brought by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that favor. Indemnitee is or was an Agent of the Corporationshall be indemnified against Expenses, against expenses judgments, fines and amounts paid in settlement, actually and reasonably incurred by Indemnitee Indemni- tee or on Indemnitee's behalf in connection with the defense such Proceeding or settlement of such action any claim, issue or matter therein, if Indemnitee acted in good faithGood Faith. Notwithstanding the foregoing, in a manner Indemnitee believed to be in or not opposed to the best interests of the Corporation and its stockholders; except that no such indemnification shall be made under this Section 1(b) for any of the following: (i) In in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Corporation in the performance of Indemnitee’s duty to the Corporation and its stockholdersCorporation, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such proceeding is or was pending or the Delaware Court of Chancery Proceeding shall determine upon application have been brought that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such portion of the expenses which settled amount, Expenses, judgments, and fines as such court shall determine; (ii) Of amounts paid in settling or otherwise disposing of a pending action without court approval; or (iii) Of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approvaldeems proper.

Proceedings by or in the Right of the Corporation. The Corporation Indemnitee shall indemnify Indemnitee if be entitled to the rights of indemnification provided in this Section 4.03 if, by reason of Indemnitee's Corporate Status, Indemnitee was or is a party is, or is threatened to be made made, a party to any threatened, pending or completed action Proceeding brought by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that favor. Indemnitee is or was an Agent of the Corporationshall be indemnified against Expenses, against expenses judgments, fines and amounts paid in settlement, actually and reasonably incurred by Indemnitee or on Indemnitee's behalf in connection with the defense such Proceeding or settlement of such action any claim, issue or matter therein, if Indemnitee acted in good faithGood Faith. Notwithstanding the foregoing, in a manner Indemnitee believed to be in or not opposed to the best interests of the Corporation and its stockholders; except that no such indemnification shall be made under this Section 1(b) for any of the following: (i) In in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Corporation in the performance of Indemnitee’s duty to the Corporation and its stockholdersCorporation, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such proceeding is or was pending or the Delaware Court of Chancery Proceeding shall determine upon application have been brought determines that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee the Indemni tee is fairly and reasonably entitled to indemnity for such portion of the expenses which settled amount, Expenses, judgments, and fines as such court shall determine; (ii) Of amounts paid in settling or otherwise disposing of a pending action without court approval; or (iii) Of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approvaldeems proper.

Proceedings by or in the Right of the Corporation. The Corporation Indemnitee shall indemnify be entitled to the rights of indemnification and advancement set forth in Section 2 if, by reason of Indemnitee’s Corporate Status, Indemnitee if Indemnitee was or is a party is, or is threatened to be be, made a party to any threatened, pending or completed action Proceeding brought by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that favor. Indemnitee is or was an Agent of the Corporation, shall be indemnified against expenses Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with the defense or settlement of such action Proceeding if Indemnitee acted in good faith, faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation and its stockholders; except that Corporation. Notwithstanding the foregoing, no indemnification against such Expenses shall be made under this Section 1(b) for any of the following: (i) In in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Corporation in the performance of Indemnitee’s duty to the Corporation and its stockholdersliable, unless and only to the extent that the court in which such proceeding is the Proceeding was brought, or was pending or the Delaware Court any other court of Chancery competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee such person is fairly and reasonably entitled to indemnity for the expenses such Expenses which such court shall determine; (ii) Of amounts paid in settling or otherwise disposing of a pending action without court approval; or (iii) Of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approvaldeem proper.