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

Proceedings by or in the Right of the Corporation. Indemnitee ------------------------------------------------- shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Corporation to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Corporation 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, or the court in which such Proceeding shall have been brought or is pending, shall determine.

Proceedings by or in the Right of the Corporation. Indemnitee ------------------------------------------------- shall be entitled to the rights of indemnification provided in this Section 4 5, if, by reason of his Corporate Status, he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Corporation to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in in, or not opposed to to, the best interests of the Corporation. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Corporation if such indemnification is not permitted by the laws of the State of Delaware or other applicable law prohibits such indemnificationlaw; provided, however, that, that if permitted by applicable law so permits, indemnification against Expenses nevertheless 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, or the court in which such Proceeding shall have been brought or is pending, shall determinedetermine despite the adjudication of liability.

Proceedings by or in the Right of the Corporation. Indemnitee ------------------------------------------------- shall be entitled to the rights of indemnification provided in this Section 4 5, if, by reason of his Corporate Status, he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Corporation to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in in, or not opposed to to, the best interests of the Corporation. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Corporation if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made is not permitted by the Corporation in such event if and only to the extent that the Court of Chancery laws of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, shall determine.of

Proceedings by or in the Right of the Corporation. Indemnitee ------------------------------------------------- shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Corporation to procure a judgment in its favor, including, without limitation, any such Proceeding in existence on the Effective Date. Pursuant to this Section, Indemnitee Xxxxxxxxxx shall be indemnified against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation. 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 adjudged to be liable to the Corporation 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, or the court in which such Proceeding shall have been brought or is pending, shall determine.

Proceedings by or in the Right of the Corporation. Indemnitee ------------------------------------------------- shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Corporation to procure a judgment in its favor. Pursuant to this SectionSection 4, Indemnitee shall be indemnified against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the CorporationCorporation and its shareholders. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Corporation if such indemnification is not permitted by California or other applicable law prohibits such indemnificationlaw; provided, however, that, if applicable law so permits, that indemnification against Expenses shall nevertheless be made by the Corporation in such event if and only to the extent that the Superior Court of Chancery of the State of DelawareCalifornia, or the court in which such Proceeding proceeding shall have been brought or is pending, shall determine.

Proceedings by or in the Right of the Corporation. Except as limited by Section 3 above, Indemnitee ------------------------------------------------- shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Corporation to procure a judgment in its favor. Pursuant to this Section, Indemnitee Xxxxxxxxxx shall be indemnified against Expenses actually and reasonably incurred by him or on his behalf in connection with any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation. 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 adjudged to be liable to the Corporation if applicable law prohibits such indemnification; provided, however, that, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Corporation in such event if if, and only to the extent that that, the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, shall so determine.

Proceedings by or in the Right of the Corporation. Indemnitee ------------------------------------------------- shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he or she is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Corporation to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against Expenses actually and reasonably incurred by him or on his behalf in connection with any such Proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in any such Proceeding proceeding as to which Indemnitee shall have been adjudged to be liable to the Corporation 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, or unless the court in which such Proceeding shall have been brought or is pending, shall determinedetermine that indemnification against Expenses may nevertheless be made by the Corporation.

Proceedings by or in the Right of the Corporation. Indemnitee ------------------------------------------------- shall be entitled to the rights of indemnification provided in this Section 4 5, if, by reason of his Corporate Status, he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Corporation to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in in, or not opposed to to, the best interests of the Corporation. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Corporation if such indemnification is not permitted by Delaware or other applicable law prohibits such indemnificationlaw; provided, however, that, if applicable law so permits, that indemnification against Expenses nevertheless shall nevertheless be by made by the Corporation in such event if and only 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 pending, shall determine.

Proceedings by or in the Right of the Corporation. Indemnitee ------------------------------------------------- -------------------------------------------------- shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Corporation to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against Expenses actually and reasonably incurred by him or on his behalf in connection with any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation. 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 adjudged to be liable to the Corporation if applicable law prohibits such indemnification; provided, however, that, that if applicable law so -------- ------- permits, indemnification against Expenses shall nevertheless be made by the Corporation in such event if if, and only to the extent that that, the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, shall so determine.

Proceedings by or in the Right of the Corporation. Indemnitee ------------------------------------------------- shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Corporation to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Corporation if such indemnification is not permitted by Delaware or other applicable law prohibits such indemnificationlaw; provided, however, that, if applicable law so permits, that 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, or the court in which such Proceeding shall have been brought or is pending, shall determinedeem proper.

Proceedings by or in the Right of the Corporation. Indemnitee ------------------------------------------------- shall be ------------------------------------------------- entitled to the rights of indemnification provided set forth in this Section 4 2 if, by reason of his his/her Corporate Status, he he/she is, or is threatened to be madebe, made a party to any threatened, pending or completed Proceeding brought by or in the right of the Corporation to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against Expenses actually and reasonably incurred by him him/her or on his his/her behalf in connection with such Proceeding if he he/she acted in good faith and in a manner he he/she reasonably believed to be in or not opposed to the best interests of the Corporation. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Corporation if applicable law prohibits such indemnification; provided, however, that, 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, or the court in which such Proceeding shall have been brought or is pending, shall determine.

Proceedings by or in the Right of the Corporation. Indemnitee ------------------------------------------------- The Consultant shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Statusproviding consulting services to the corporation, he the Consultant is, or is threatened to be made, a party to or is otherwise involved in any threatened, pending or completed Proceeding brought by or in the right of the Corporation corporation to procure a judgment in its favor. Pursuant to this Section, Indemnitee The Consultant shall be indemnified against Expenses Expenses, judgments, penalties, fines and amounts paid in settlement, actually and reasonably incurred by him such or on his behalf of the Consultant in connection with such Proceeding or any claim, issue or matter therein, if he the Consultant acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the CorporationGood Faith. Notwithstanding the foregoing, no such indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee the Consultant shall have been adjudged to be liable to the Corporation corporation if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Corporation corporation in such event if and only to the extent that the Court of Chancery of which is considering the State of Delaware, or the court in which such Proceeding matter shall have been brought or is pending, shall so determine.

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

Proceedings by or in the Right of the Corporation. Indemnitee ------------------------------------------------- shall be ------------------------------------------------- entitled to the rights of indemnification provided set forth in this Section 4 2 if, by reason of his his/her Corporate Status, he he/she is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Corporation to procure a judgment in its favor. Pursuant to this SectionSection 4, Indemnitee shall be indemnified against Expenses actually and reasonably incurred by him him/her or on his his/her behalf in connection with such Proceeding if he he/she acted in good faith and in a manner he he/she reasonably believed to be in or not opposed to the best interests of the Corporation. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Corporation if applicable law prohibits such indemnification; provided, however, that, 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, or the court in which such Proceeding shall have been brought or is pending, shall determine.

Proceedings by or in the Right of the Corporation. Indemnitee ------------------------------------------------- shall be entitled to the rights of indemnification provided in this Section 4 but subject to the provisions of this Agreement if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Corporation to procure a judgment in its favor. Pursuant to this SectionSection but subject to the provisions of this Agreement, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation. Notwithstanding the foregoing; provided, however, that, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Corporation 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 unless and only 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 pending, shall determinedetermine that such indemnification may be made.