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 board of directors shall indemnify and hold harmless any person (and that person’s heirs and personal representatives) who was or is a party or is threatened or expected to be made a party to any Proceeding by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was an Authorized Person against Expenses actually and reasonably incurred by him in connection with the defense or settlement of 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; provided, however, that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware shall deem proper.

Proceedings by or in the Right of the Corporation. The board Indemnitee shall be entitled to the rights of directors shall indemnify and hold harmless any person (and that person’s heirs and personal representatives) who was or is a party 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 or expected to be made made, a party to or a participant in any Proceeding brought by or in the right of the corporation Corporation to procure a judgment in its favor by reason favor. Pursuant to this Section but subject to the provisions of the fact that he is or was an Authorized Person this Agreement, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of 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; provided, however, that that, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation Corporation unless and only to the extent that the Court of Chancery of the State of Delaware Delaware, or the court in which such Proceeding shall have been brought or is pending, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, that such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware shall deem properindemnification may be made.

Proceedings by or in the Right of the Corporation. The board Indemnitee shall be entitled to the rights of directors shall indemnify and hold harmless any person (and that person’s heirs and personal representativesindemnification provided in this Section 2(b) who was or is a party if, by reason of his Corporate Status, he is, or is threatened or expected to be made made, a party to or participant or witness in any Proceeding brought by or in the right of the corporation Corporation to procure a judgment in its favor by reason of the fact that he is or was an Authorized Person favor. Pursuant to this Section 2(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of 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; provided, however, that that, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue, issue or matter in such Proceeding as to which such person Indemnitee shall have been finally adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation Corporation unless and only to the extent that the Court of Chancery of the State of Delaware shall determine determine, upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person the Indemnitee is fairly and reasonably entitled to indemnity for such expenses Expenses which the Delaware Court of Chancery of the State of Delaware or such other court shall deem proper.

Proceedings by or in the Right of the Corporation. The board Indemnitee shall be entitled to the rights of directors shall indemnify and hold harmless any person (and that person’s heirs and personal representativesindemnification provided in this Section 2(b) who was or is a party if, by reason of his Corporate Status, he is, or is threatened or expected to be made made, a party to or participant in any Proceeding brought by or in the right of the corporation Corporation to procure a judgment in its favor by reason of the fact that he is or was an Authorized Person favor. Pursuant to this Section 2(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of 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; provided, however, that that, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue, issue or matter in such Proceeding as to which such person Indemnitee shall have been finally adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation Corporation unless and only to the extent that the Court of Chancery of the State of Delaware shall determine determine, upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person the Indemnitee is fairly and reasonably entitled to indemnity for such expenses Expenses which the Delaware Court of Chancery of the State of Delaware or such other court shall deem proper.