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

Proceedings by or in the Right of the Corporation. Any Indemnitee shall be entitled to the rights of indemnification and advancement provided in this Section 6.01(b) if, by reason of his or her Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Corporation. Pursuant to this Section 6.01(b), any Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged to be liable to the Corporation unless and to the extent that the Court of Chancery of the State of Delaware or the court in which such Proceeding was brought shall determine that such indemnification may be made.

Proceedings by or in the Right of the Corporation. Any Indemnitee shall be entitled to the rights of indemnification and advancement provided in this Section 6.01(b2(b) if, by reason of his or her Corporate Status, Indemnitee he or she is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the CorporationCorporation to procure a judgment in its favor. Pursuant to this Section 6.01(b2(b), any Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee, him or her or on Indemnitee’s behalf, his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee he or she acted in good faith and in a manner Indemnitee he or she reasonably believed to be in or not opposed to the best interests of the Corporation; provided, however, that, if applicable law so providesrequires, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged to be liable to the Corporation unless and to the extent that the Court of Chancery of the State of Delaware Delaware, or the court in which such Proceeding was shall have been brought or is pending, shall determine that such indemnification may be made.

Proceedings by or in the Right of the Corporation. Any Indemnitee shall be entitled to the rights of indemnification and advancement provided in this Section 6.01(b4(b) if, by reason of his or her Corporate Status, Indemnitee he is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the CorporationCorporation to procure a judgment in its favor. Pursuant to this Section 6.01(b4(b), any Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee, him or on Indemnitee’s behalf, his behalf in connection with any such Proceeding if Indemnitee he acted in good faith and in a manner Indemnitee he reasonably believed to be in or not opposed to the best interests of the Corporation; provided, however. Notwithstanding the foregoing, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in any such Proceeding as to which Indemnitee shall have been finally adjudged to be liable to the Corporation unless and to the extent that the Court of Chancery of the State of Delaware Delaware, or the court in which such Proceeding was shall have been brought or is pending, shall determine that such indemnification may nevertheless be mademade by the Corporation.

Proceedings by or in the Right of the Corporation. Any Except as limited by Section 3 above, Indemnitee shall be entitled to the rights of indemnification and advancement provided in this Section 6.01(b) if, by reason of his or her Corporate Status, Indemnitee he is, or is threatened to be made, a party to any threatened, pending or participant in any completed Proceeding brought by or in the right of the CorporationCorporation to procure a judgment in its favor. Pursuant to this Section 6.01(b)Section, any Indemnitee Xxxxxxxxxx shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee, him or on Indemnitee’s behalf, his behalf in connection with any such Proceeding if Indemnitee he acted in good faith and in a manner Indemnitee he reasonably believed to be in or not opposed to the best interests of the Corporation; provided, however, if applicable law so provides. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in any such Proceeding as to which Indemnitee shall have been finally adjudged to be liable to the Corporation unless if applicable law prohibits such indemnification; provided, however, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Corporation in such event if, and only to the extent that that, the Court of Chancery of the State of Delaware Delaware, or the court in which such Proceeding was shall have been brought or is pending, shall determine that such indemnification may be madeso determine.

Proceedings by or in the Right of the Corporation. Any Indemnitee shall be entitled to the rights of indemnification and advancement provided in this Section 6.01(b) 4 if, by reason of his or her Corporate Status, Indemnitee he is, or is threatened to be made, a party to any threatened, pending or participant in any completed Proceeding brought by or in the right of the CorporationCorporation to procure a judgment in its favor, including, without limitation, any such Proceeding in existence on the Effective Date. Pursuant to this Section 6.01(b)Section, any Indemnitee Xxxxxxxxxx shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee, him or on Indemnitee’s behalf, his behalf in connection with such Proceeding if Indemnitee he acted in good faith and in a manner Indemnitee he reasonably believed to be in or not opposed to the best interests of the Corporation; provided, however, if applicable law so provides. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in a respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged to be liable to the Corporation unless if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Corporation in such event if and only to the extent that the Court of Chancery of the State of Delaware Delaware, or the court in which such Proceeding was shall have been brought or is pending, shall determine that such indemnification may be madedetermine.

Proceedings by or in the Right of the Corporation. Any Indemnitee shall be entitled to the rights of indemnification and advancement provided in this Section 6.01(b2(b) if, by reason of his or her Corporate Status, Indemnitee he or she is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the CorporationCorporation to procure a judgment in its favor. Pursuant to this Section 6.01(b2(b), any Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee, him or her or on Indemnitee’s behalf, his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee he or she acted in good faith and in a manner Indemnitee he or she reasonably believed to be in or not opposed to the best interests of the Corporation; provided, however, that, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged to be liable to the Corporation unless and to the extent that the Court of Chancery of the State of Delaware Delaware, or the court in which such Proceeding was shall have been brought or is pending, shall determine that such indemnification may be made.

Proceedings by or in the Right of the Corporation. Any Indemnitee shall be entitled to the rights of indemnification and advancement provided in this Section 6.01(b) 7.2, if, by reason of his or her Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Corporation. Pursuant to this Section 6.01(b7.2(b), any Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged to be liable to the Corporation unless and to the extent that the Court of Chancery of the State of Delaware or the court in which such Proceeding was brought shall determine that such indemnification may be made.

Proceedings by or in the Right of the Corporation. Any Indemnitee shall be entitled to the rights of indemnification and advancement provided in this Section 6.01(b) 4 if, by reason of his or her Corporate Status, Indemnitee he is, or is threatened to be made, a party to any threatened, pending or participant in any completed Proceeding brought by or in the right of the CorporationCorporation to procure a judgment in its favor, including, without limitation, any such Proceeding in existence on the Effective Date. Pursuant to this Section 6.01(b)Section, any Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee, him or on Indemnitee’s behalf, his behalf in connection with such Proceeding if Indemnitee he acted in good faith and in a manner Indemnitee he reasonably believed to be in or not opposed to the best interests of the Corporation; provided, however, if applicable law so provides. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in a respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged to be liable to the Corporation unless if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Corporation in such event if and only to the extent that the Court of Chancery of the State of Delaware Delaware, or the court in which such Proceeding was shall have been brought or is pending, shall determine that such indemnification may be madedetermine.