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 and hold harmless Indemnitee from any and all Expenses and Liabilities incurred by Indemnitee by reason of a Proceeding by or in the right of the Corporation 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, unless Indemnitee shall have been adjudged in such Proceeding to be liable to the Corporation, in which case no indemnification shall be made unless and to the extent (and only to the extent) that, the Delaware Court of Chancery or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

Proceedings by or in the Right of the Corporation. The To the fullest extent permitted by law, the Corporation shall indemnify and hold harmless Indemnitee from any and all against Expenses and Liabilities amounts paid in settlement, actually and reasonably incurred by Indemnitee by reason of in connection with a Proceeding by or in the right of the Corporation to procure a judgment in its favor 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. Notwithstanding the foregoing, unless no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged in such Proceeding to be liable to the Corporation, in which case no indemnification shall be made Corporation unless and to the extent (and only to the extent) that, extent that the Delaware Court state court of Chancery California or the court in which such Proceeding action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem deems proper.

Proceedings by or in the Right of the Corporation. The To the fullest extent permitted by law, the Corporation shall indemnify Indemnitee against Expenses actually and hold harmless Indemnitee from any and all Expenses and Liabilities reasonably incurred by Indemnitee by reason in connection with the defense or settlement of a Proceeding by or in the right of the Corporation to procure a judgment in its favor if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Corporation. Notwithstanding the foregoing, unless no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged in such Proceeding to be liable to the Corporation, Corporation in which case no indemnification shall be made unless and the performance of Indemnitee's duty to the extent (Corporation unless and only to the extent) that, the Delaware Court of Chancery or extent that the court in which such Proceeding is or was brought pending 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 such expenses which Expenses and then only to the Delaware Court of Chancery or such other extent that the court shall deem properdetermine.

Proceedings by or in the Right of the Corporation. The Corporation shall indemnify and hold harmless Indemnitee from any and all Expenses and Liabilities incurred by Indemnitee by reason of a Proceeding by or in the right of the Corporation 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, unless Indemnitee shall have been adjudged in such Proceeding to be liable to the Corporation, in which case no indemnification shall be made unless and to the extent (and only to the extent) that, the Delaware Court of Chancery or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.reasonably