Common use of Proceedings by or in 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 if, by reason of Indemnitee's Corporate Status, Indemnitee 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 or on behalf of Indemnitee and against judgments, penalties, fines and amounts paid in settlement in connection with any 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. Notwithstanding the foregoing, no indemnification against such Expenses and against judgments, penalties, fines and amounts paid in settlement 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 if -------- ------- applicable law so permits, indemnification against Expenses and against judgments, penalties, fines and amounts paid in settlement shall nevertheless be made by the Corporation in such event if, and only to the extent that, the Second Judicial District Court of the County of Washoe of the State of Nevada, 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 if, by reason of Indemnitee's his Corporate Status, Indemnitee he or she is, was 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 and amounts paid in settlement (such settlement amounts not to exceed, in the judgment of the Board, the estimated expense of litigating the Proceeding to conclusion) actually and reasonably incurred by him or on his behalf of Indemnitee and against judgments, penalties, fines and amounts paid in settlement in connection with any such Proceeding 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. Notwithstanding the foregoing, no indemnification against such Expenses and against judgments, penalties, fines and or amounts paid in settlement 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 if -------- ------- applicable law so permits, indemnification against Expenses and against judgments, penalties, fines and amounts paid in settlement shall nevertheless be made by the Corporation in such event if, and only to the extent that, the Second Judicial District Court of the County of Washoe of the State of Nevada, or unless the court in which such Proceeding shall have been brought, was brought or is pending, shall determinedetermine that indemnification against Expenses or amounts paid in settlement 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 4.03 if, by reason of Indemnitee's Corporate Status, Indemnitee was or 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 or on behalf of Indemnitee and against Expenses, judgments, penalties, fines and amounts paid in settlement settlement, actually and reasonably incurred by Indemni- tee or on Indemnitee's behalf in connection with any such Proceeding or any claim, issue or matter therein, 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 CorporationGood Faith. Notwithstanding the foregoing, no such indemnification against such Expenses and against judgments, penalties, fines and amounts paid in settlement 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; providedCorporation, however, that if -------- ------- applicable law so permits, indemnification against Expenses and against judgments, penalties, fines and amounts paid in settlement shall nevertheless be made by the Corporation in such event if, unless and only to the extent that, that the Second Judicial District Court of the County of Washoe Chancery of the State of Nevada, Delaware or the court in which such Proceeding shall have been brought or determines that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is pendingfairly and reasonably entitled to indemnity for such portion of the settled amount, shall determineExpenses, judgments, and fines as such court deems proper.

Proceedings by or in. the Right of the CorporationCompany. ------------------------------------------------- Indemnitee shall be --------------------------------------------- entitled to the rights of indemnification provided in this Section 4.03 if, by reason of Indemnitee's Corporate Status, Indemnitee 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 Company to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against Expenses Expenses, judgments, penalties, and amounts paid in defense or settlement, actually and reasonably incurred by Indemnitee or on Indemnitee's behalf of Indemnitee and against judgments, penalties, fines and amounts paid in settlement in connection with any such Proceeding or any claim, issue or matter therein, 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 CorporationGood Faith. Notwithstanding the foregoing, no such indemnification against such Expenses and against judgments, penalties, fines and amounts paid in settlement 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 Company if applicable law prohibits such indemnification; provided, however, that that, if -------- ------- applicable law so permits, indemnification against Expenses and against judgments, penalties, fines and amounts paid in settlement shall nevertheless be made by the Corporation Company in such event if, if and only to the extent that, that the Second Judicial District Court of which is considering the County of Washoe of the State of Nevada, or the court in which such Proceeding matter shall have been brought or is pending, shall determinedeem proper.