Common use of Proceedings Other Than Proceedings by or in the Right of the Company Clause in Contracts

Proceedings Other Than Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 2(a) if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 2(a), the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses, judgments, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of those Expenses, judgments, fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with the Proceeding or any claim, issue or matter therein, if Ixxxxxxxxx acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The parties hereto intend that this Agreement shall provide to the fullest extent permitted by law for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification provided by the Articles of Incorporation, the Bylaws, the vote of its stockholders or Disinterested Directors, or applicable law.

Proceedings Other Than Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 2(a1(a) if, by reason of Indemnitee’s Corporate StatusStatus (as defined in Section 12 hereof), Indemnitee is, or is threatened to be 1 To be inserted as applicable made, a party to or participant in any Proceeding (as defined in Section 12 hereof) other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 2(a1(a), the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law against all ExpensesExpenses (as defined in Section 12 hereof), judgments, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of those such Expenses, judgments, fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with the such Proceeding or any claim, issue or matter therein, if Ixxxxxxxxx Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The parties hereto intend that this Agreement shall provide to the fullest extent permitted by law for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification provided by the Articles certificate of incorporation of the Company (the “Certificate of Incorporation”), the Bylaws, the vote of its stockholders or Disinterested Directors, Directors (as defined in Section 12 hereof) or applicable law.

Proceedings Other Than Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 2(a) if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 2(a), the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses, judgments, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of those Expenses, judgments, fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with the Proceeding or any claim, issue or matter therein, if Ixxxxxxxxx Xxxxxxxxxx acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The parties hereto intend that this Agreement shall provide to the fullest extent permitted by law for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification provided by the Articles of Incorporation, the Bylaws, the vote of its stockholders or Disinterested Directors, or applicable law.

Proceedings Other Than Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 2(a1(a) if, by reason of Indemnitee’s Corporate StatusStatus (as defined in Section 12 hereof), Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as defined in Section 12 hereof) other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 2(a1(a), the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law against all ExpensesExpenses (as defined in Section 12 hereof), judgments, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of those such Expenses, judgments, fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with the such Proceeding or any claim, issue or matter therein, if Ixxxxxxxxx Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The parties hereto intend that this Agreement shall provide to the fullest extent permitted by law for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification provided by the Articles Certificate of Incorporation of the Company (the “Certificate of Incorporation”), the Bylaws, the vote of its stockholders or Disinterested Directors, disinterested directors or applicable law.

Proceedings Other Than Proceedings by or in the Right of the Company. The Company shall indemnify indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 2(a) ifif Indemnitee was, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 2(a)2, the Company Indemnitee shall indemnify Indemnitee be indemnified, held harmless and exonerated to the fullest extent permitted by applicable law against all Expenses, judgments, fines liabilities, fines, penalties and amounts paid in settlement (including including, without limitation, all interest, assessments and other charges paid or payable in connection with or in respect of those such Expenses, judgments, fines fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee, Indemnitee or on Indemnitee’s behalf, behalf in connection with the such Proceeding or any claim, issue or matter therein, if Ixxxxxxxxx Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany and, and with respect to any in the case of a criminal Proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful. The parties hereto intend that this Agreement shall provide to the fullest extent permitted by law for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification provided by the Articles of Incorporation, the Bylaws, the vote of its stockholders or Disinterested Directors, or applicable law.

Proceedings Other Than Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify Indemnitee be entitled to the rights of indemnification provided in accordance with the provisions of this Section 2(a) 4.02 if, by reason of the Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant is otherwise involved in any Proceeding Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Section 2(a), the Company Indemnitee shall indemnify Indemnitee to the fullest extent permitted by applicable law be indemnified against all Expenses, judgments, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of those Expenses, judgmentspenalties, fines and amounts paid in settlement) , actually and reasonably incurred by Indemnitee, Indemnitee or on Indemnitee’s behalf, behalf in connection with the such Proceeding or any claim, issue or matter therein, if Ixxxxxxxxx Indemnitee acted in good faith and in a manner Good Faith. Notwithstanding the foregoing, if Indemnitee reasonably believed shall have been found to be in have violated the Employment Agreement or not opposed the Company’s Code of Conduct, the Company may, to the best interests of extent authorized by the CompanyBoard, indemnify Indemnitee against Expenses, judgments, penalties, fines and with respect to any criminal Proceedingamounts paid in settlement, had no reasonable cause to believe actually and reasonably incurred by Indemnitee or on Indemnitee’s conduct was unlawful. The parties hereto intend that this Agreement shall provide to the fullest extent permitted by law for indemnification behalf in excess of that expressly permitted by statute, including, without limitation, any indemnification provided by the Articles of Incorporation, the Bylaws, the vote of its stockholders or Disinterested Directors, or applicable lawconnection with such Proceeding if Indemnitee acted in Good Faith.

Proceedings Other Than Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 2(a) if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 2(a), the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses, judgments, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of those Expenses, judgments, fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with the Proceeding or any claim, issue or matter therein, if Ixxxxxxxxx Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The parties hereto intend that this Agreement shall provide to the fullest extent permitted by law for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification provided by the Articles Certificate of Incorporation, the Bylaws, the vote of its stockholders or Disinterested Directors, or applicable law.

Proceedings Other Than Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 2(a1(a) if, by reason of Indemnitee’s Corporate StatusStatus (as defined in Section 12 hereof), Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as defined in Section 12 hereof) other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 2(a1(a), the Company Indemnitee shall indemnify Indemnitee be indemnified to the fullest extent permitted by applicable law against all ExpensesExpenses (as defined in Section 12 hereof), judgments, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of those such Expenses, judgments, fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with the such Proceeding or any claim, issue or matter therein, if Ixxxxxxxxx Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The parties hereto intend that this Agreement shall provide to the fullest extent permitted by law for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification provided by the Articles Certificate of Incorporation of the Company (the “Certificate of Incorporation”), the Bylaws, the vote of its stockholders or Disinterested Directors, disinterested directors or applicable law.