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

Proceedings by or in the Right of the Corporation. With the approval of a court, the Indemnitee shall be entitled to the rights of indemnification provided in this Section ‎0 if, by reason of the Indemnitee’s Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or on behalf of the Corporation. Pursuant to this Section ‎0, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted honestly and in good faith with a view to the best interests of the Corporation, and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnitee had reasonable grounds for believing that the Indemnitee’s conduct was lawful; 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 the Indemnitee shall have been adjudged to have not met the conditions in section 124(3) of the CBCA.

Proceedings by or in the Right of the Corporation. With the approval of a court, the Indemnitee shall be entitled to the rights of indemnification provided in this Section ‎0 1(b) if, by reason of the Indemnitee’s his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or on behalf of the Corporation. Pursuant to this Section ‎01(b), the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted honestly and in good faith with a view to the best interests of the Corporation, and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnitee had reasonable grounds for believing that the Indemnitee’s conduct was lawful; 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 the Indemnitee shall have been adjudged to have not met the conditions in section Section 124(3) of the CBCA.

Proceedings by or in the Right of the Corporation. With the approval of a court, the Indemnitee shall be ------------------------------------------------- entitled to the rights of indemnification provided set forth in this Section ‎0 2 if, by reason of the Indemnitee’s his/her Corporate Status, the Indemnitee he/she is, or is threatened to be madebe, made a party to any threatened, pending or participant in any completed Proceeding brought by or on behalf in the right of the CorporationCorporation to procure a judgment in its favor. Pursuant to this Section ‎0, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, him/her or on the Indemnitee’s behalf, his/her behalf in connection with such Proceeding if the Indemnitee he/she acted honestly and in good faith with and in a view manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation, and, in . Notwithstanding the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnitee had reasonable grounds for believing that the Indemnitee’s conduct was lawful; provided, however, if applicable law so providesforegoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been adjudged to have not met be liable to the conditions 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 section 124(3) such event if and only to the extent that the Court of Chancery of the CBCAState 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. With the approval of a court, the Indemnitee shall be entitled to the rights of indemnification provided in this Section ‎0 1(b) if, by reason of the Indemnitee’s his or her Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or on behalf in the right of the Corporation. Pursuant to this Section ‎01(b), the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted honestly and in good faith with and in a view manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnitee had reasonable grounds for believing that the Indemnitee’s conduct was lawful; 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 the Indemnitee shall have been adjudged to have not met be liable to the conditions in section 124(3) Corporation unless and to the extent that a court of the CBCAcompetent jurisdiction shall determine that such indemnification may be made.

Proceedings by or in the Right of the Corporation. With the approval of a court, the Indemnitee -------------------------------------------------- shall be entitled to the rights of indemnification provided in this Section ‎0 if, by reason of the Indemnitee’s his Corporate Status, the Indemnitee he is, or is threatened to be made, a party to any threatened, pending or participant in any completed Proceeding brought by or on behalf in the right of the CorporationCorporation to procure a judgment in its favor. Pursuant to this Section ‎0Section, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, him or on the Indemnitee’s behalf, his behalf in connection with any such Proceeding if the Indemnitee he acted honestly and in good faith with and in a view manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, in . Notwithstanding the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnitee had reasonable grounds for believing that the Indemnitee’s conduct was lawful; provided, however, if applicable law so providesforegoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in any such Proceeding as to which the Indemnitee shall have been adjudged to have not met be liable to the conditions 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 section 124(3) such event if, and only to the extent that, the Court of Chancery of the CBCAState of Delaware, or the court in which such Proceeding shall have been brought or is pending, shall so determine.