Common use of Proceedings By Clause in Contracts

Proceedings By. or In the Right of the Company. If indemnification is requested under Section 3(b) and (i) it has been finally adjudicated by a court of competent jurisdiction in The Commonwealth of Massachusetts that, with respect to such specific claim, issue or matter, Indemnitee (i) did not conduct himself or herself in good faith in the reasonable belief that his or her conduct was (A) in the best interest of the Company or such other Entity, or (B) at least not opposed to the best interests of the Company or such other Entity; or (ii) did not conduct himself or herself, to the extent such matter related to service with respect to an employee benefit plan, in the reasonable belief that his or her conduct was in the best interests of the participants or beneficiaries of such employee benefit plan, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been finally adjudicated by a court of competent jurisdiction in The Commonwealth of Massachusetts that Indemnitee is liable to the Company with respect to such specific claim, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter, unless a court of competent jurisdiction in The Commonwealth of Massachusetts 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 indemnification for such Indemnifiable Expenses which such court shall deem proper; or (iii) it has been finally adjudicated by a court of competent jurisdiction in The Commonwealth of Massachusetts that Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder.

Proceedings By. or In the Right of the Company. If indemnification is requested under Section 3(b2(b) in a Proceeding by or in the right of the Company and (i) it has been finally adjudicated by a court of competent jurisdiction in The Commonwealth of Massachusetts that, in connection with respect to such specific claim, issue or matter, Indemnitee (iA) did engaged in actions or omissions not conduct himself or herself in good faith or which involve intentional misconduct or a knowing violation of law; (B) failed to act in the reasonable belief that his or her conduct was (A) a manner Indemnitee reasonably believed to be in the best interest interests of the Company in the case of conduct in the Indemnitee's official capacity with the Company or such other Entity, or (B) at least reasonably believed to be not opposed to the best interests of the Company in all other cases; (C) with respect to any criminal Proceeding, had reasonable cause to believe that Indemnitee's conduct was unlawful; (D) improperly received a personal benefit; (E) breached his or such other Entityher duty of loyalty to the Company or its shareholders; or (iiF) did not conduct himself or herself, to the extent such matter related to service with respect to an employee benefit plan, in the reasonable belief that his or her conduct was in the best interests of the participants or beneficiaries of such employee benefit planis liable under Tennessee Code Annotated Section 48-18-304, Indemnitee shall not be entitled to payment of Indemnifiaxxx Xxxxxses (or any other Indemnifiable Expenses Amounts) hereunder; or (ii) it has been finally adjudicated by a court of competent jurisdiction in The Commonwealth of Massachusetts that Indemnitee is liable to the Company with respect to such specific claim, Indemnitee shall not be entitled to payment of Indemnifiable Expenses (or any other Indemnifiable Amounts) hereunder with respect to such claim, issue or matter, unless a court of competent jurisdiction in The Commonwealth of Massachusetts 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 indemnification for such Indemnifiable Expenses which such court shall deem proper; or; (iii) it has been finally adjudicated by a court of competent jurisdiction in The Commonwealth of Massachusetts that Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law, or if the Indemnitee agrees by way of settlement or otherwise to pay any or all of such profits to the Company, Indemnitee shall not be entitled to payment of Indemnifiable Expenses (or any other Indemnifiable Amounts) hereunder.

Proceedings By. or In the Right of the Company. If indemnification is requested under Section 3(b) and (i) it has been finally adjudicated by a court of competent jurisdiction in The the Commonwealth of Massachusetts that, with respect to such specific claim, issue or matter, Indemnitee (i) did not conduct himself or herself act (A) in good faith in the reasonable belief that his or her conduct action was (A) in the best interest of the Company Company, or such other Entity, or (B) at least not opposed to the best interests of the Company or such other Entity; or (ii) did not conduct himself or herself), to the extent such matter related to service with respect to an employee benefit plan, in the reasonable belief that his or her conduct was in the best interests of the participants or beneficiaries of such employee benefit plan, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been finally adjudicated by a court of competent jurisdiction in The the Commonwealth of Massachusetts that Indemnitee is liable to the Company with respect to such specific claim, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter, unless a court of competent jurisdiction in The the Commonwealth of Massachusetts 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 indemnification for such Indemnifiable Expenses which such court shall deem proper; or (iii) it has been finally adjudicated by a court of competent jurisdiction in The the Commonwealth of Massachusetts that Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder.

Proceedings By. or In the Right of the Company. If indemnification is requested under Section 3(b) and: (i) it has been finally adjudicated by a court of competent jurisdiction in The Commonwealth of Massachusetts that, in connection with respect to such specific claim, issue or matter, Indemnitee (i) did not conduct himself or herself in good faith in the reasonable belief that his or her conduct was failed to act (A) in the best interest of the Company or such other Entity, or good faith and (B) at least in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or such other Entity; or (ii) did not conduct himself or herself, to the extent such matter related to service with respect to an employee benefit plan, in the reasonable belief that his or her conduct was in the best interests of the participants or beneficiaries of such employee benefit planCompany, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunderExpenses, or amounts paid in settlement, hereunder with respect to such claim, issue or matter; or (ii) it has been finally adjudicated by a court of competent jurisdiction in The Commonwealth of Massachusetts that Indemnitee is liable to the Company with respect to such specific claim, issue or matter, Indemnitee shall not be entitled to payment of Indemnifiable Expenses Expenses, or amounts paid in settlement, hereunder with respect to such claim, issue or matter, matter unless a the Court of Chancery or another court of competent jurisdiction in The Commonwealth of Massachusetts 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 indemnification for such Indemnifiable Expenses which or amounts paid in settlement as such court shall deem proper; or (iii) it has been finally adjudicated by a court of competent jurisdiction in The Commonwealth of Massachusetts that Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunderor amounts paid in settlement, hereunder with respect to such issue, claim or matter.

Proceedings By. or In the Right of the Company. If indemnification is requested under Section 3(b) and (i) it has been finally adjudicated by a court of competent jurisdiction in The Commonwealth of Massachusetts that, in connection with respect to such specific claim, issue or matter, Indemnitee (i) did not conduct himself or herself in good faith in the reasonable belief that his or her conduct was failed to act (A) in the best interest of the Company or such other Entity, or good faith and (B) at least in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or such other Entity; or (ii) did not conduct himself or herself, to the extent such matter related to service with respect to an employee benefit plan, in the reasonable belief that his or her conduct was in the best interests of the participants or beneficiaries of such employee benefit planCompany, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been finally adjudicated by a court of competent jurisdiction in The Commonwealth of Massachusetts that Indemnitee is liable to the Company with respect to such specific claim, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter, matter unless a the Court of Chancery or another court of competent jurisdiction in The Commonwealth of Massachusetts 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 indemnification for such Indemnifiable Expenses which such court shall deem proper; or (iii) it has been finally adjudicated by a court of competent jurisdiction in The Commonwealth of Massachusetts that Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder.

Proceedings By. or In the Right of the Company. If indemnification is requested under Section 3(b) and (i) it has been finally adjudicated by a court of competent jurisdiction in The Commonwealth of Massachusetts that, in connection with respect to such specific claim, issue or matter, Indemnitee (i) did not conduct himself or herself in good faith in the reasonable belief that his or her conduct was failed to act (A) in the best interest of the Company or such other Entity, or good faith and (B) at least in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or such other Entity; or (ii) did not conduct himself or herself, to the extent such matter related to service with respect to an employee benefit plan, in the reasonable belief that his or her conduct was in the best interests of the participants or beneficiaries of such employee benefit planCompany, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been finally adjudicated by a court of competent jurisdiction in The Commonwealth of Massachusetts that Indemnitee is liable to the Company with respect to such specific claim, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter, matter unless a the court of competent jurisdiction in The Commonwealth of Massachusetts 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 indemnification for such Indemnifiable Expenses which such court shall deem proper; or (iii) it has been finally adjudicated by a court of competent jurisdiction in The Commonwealth of Massachusetts that Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder.

Proceedings By. or In the Right of the Company. If indemnification is requested under Section 3(b2(b) in a Proceeding by or in the right of the Company and (i) it has been finally adjudicated by a court of competent jurisdiction in The Commonwealth of Massachusetts that, in connection with respect to such specific claim, issue or matter, Indemnitee (iA) did engaged in actions or omissions not conduct himself or herself in good faith or which involve intentional misconduct or a knowing violation of law; (B) failed to act in the reasonable belief that his or her conduct was (A) a manner Indemnitee reasonably believed to be in the best interest interests of the Company in the case of conduct in the Indemnitee's official capacity with the Company or such other Entity, or (B) at least reasonably believed to be not opposed to the best interests of the Company in all other cases; (C) with respect to any criminal Proceeding, had reasonable cause to believe that Indemnitee's conduct was unlawful; (D) improperly received a personal benefit; (E) breached its duty of loyalty to the Company or such other Entityits shareholders; or (iiF) did not conduct himself or herself, to the extent such matter related to service with respect to an employee benefit plan, in the reasonable belief that his or her conduct was in the best interests of the participants or beneficiaries of such employee benefit planis liable under Tennessee Code Annotated Section 48-18-304, Indemnitee shall not be entitled to payment of xx Xxxxxnifiable Expenses (or any other Indemnifiable Expenses Amounts) hereunder; or (ii) it has been finally adjudicated by a court of competent jurisdiction in The Commonwealth of Massachusetts that Indemnitee is liable to the Company with respect to such specific claim, Indemnitee shall not be entitled to payment of Indemnifiable Expenses (or any other Indemnifiable Amounts) hereunder with respect to such claim, issue or matter, unless a court of competent jurisdiction in The Commonwealth of Massachusetts 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 indemnification for such Indemnifiable Expenses which such court shall deem proper; or (iii) it has been finally adjudicated by a court of competent jurisdiction in The Commonwealth of Massachusetts that Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law, or if the Indemnitee agrees by way of settlement or otherwise to pay any or all of such profits to the Company, Indemnitee shall not be entitled to payment of Indemnifiable Expenses (or any other Indemnifiable Amounts) hereunder.