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. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement if, by reason of Indemnitee’s Corporate Status, Indemnitee is, was or is threatened to be made, a party to any threatened, pending or completed Proceeding, other than a Proceeding by or in the right of the Company. Pursuant to this Agreement, subject to Section 28 hereof, Indemnitee shall be indemnified against Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee 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 Company, and, with respect to any criminal Proceeding, Indemnitee had no reasonable cause to believe Indemnitee’s conduct was unlawful.

Proceedings Other Than Proceedings by or in the Right of the Company. Except as provided in Section 10 hereof, Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 2(a) if, by reason of Indemnitee’s his Corporate Status, the Indemnitee isis or was, was or is or was threatened to be made, a party to or is otherwise involved in any threatened, pending or completed Proceeding, Proceeding other than a Proceeding by or in the right of the CompanyCompany to procure a judgment in its favor. Pursuant to this Agreement, subject to Section 28 hereof2(a), Indemnitee shall be indemnified against all Expenses, judgments, penalties, fines fines, liabilities and amounts paid in settlement actually and reasonably incurred by Indemnitee Indemnitee, or on Indemnitee’s behalf behalf, in connection with any such Proceeding or any claim, issue or matter therein, but only if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, and with respect to any criminal Proceeding, Indemnitee had no reasonable cause to believe the Indemnitee’s conduct was unlawful.

Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section l(a) if, by reason of Indemnitee’s Corporate StatusStatus (as hereinafter defined), Indemnitee is, was or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding, Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Agreement, subject to Section 28 hereof1(a), Indemnitee shall be indemnified against Expenses, judgments, penalties, fines all Liabilities and amounts paid in settlement Expenses (each as hereinafter defined) actually and reasonably incurred by Indemnitee or on behalf of 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 Company, and, and with respect to any criminal Proceeding, Indemnitee had no reasonable cause to believe Indemnitee’s conduct was unlawful.

Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section l(a) if, by reason of Indemnitee’s Corporate StatusStatus (as hereinafter defined), Indemnitee is, was or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding, Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Agreement, subject to Section 28 hereof1(a), Indemnitee shall be indemnified against Expenses, judgments, penalties, fines all Expenses (as hereinafter defined) and amounts paid in settlement actually and reasonably Liabilities (as hereinafter defined) incurred by Indemnitee or on Indemnitee’s behalf in connection with any such Proceeding or any claim, issue or matter therein, if the 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, Company and, with respect to any criminal Proceeding, the Indemnitee had no reasonable cause to believe Indemnitee’s conduct was unlawful.

Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section l(a) if, by reason of Indemnitee’s Corporate Status, Indemnitee is, was or is threatened to be made, a party to or participant, or otherwise becomes involved, in any threatened, pending or completed Proceeding, Proceeding other than a Proceeding by or in the right of the Company. Pursuant to this Agreement, subject to Section 28 hereof1(a), Indemnitee shall be indemnified against Expenses, judgments, penalties, fines all Liabilities and amounts paid in settlement Expenses (each as hereinafter defined) actually and reasonably incurred by Indemnitee or on behalf of 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 Company, and, and with respect to any criminal Proceeding, Indemnitee had no reasonable cause to believe Indemnitee’s conduct was unlawful.

Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 2(a) if, by reason of Indemnitee’s his Corporate StatusStatus or otherwise, the Indemnitee is, was or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding, Proceeding other than a Proceeding by or in the right of the Company. Pursuant to this Agreement, subject to Section 28 hereof2(a), Indemnitee shall be indemnified against all Expenses, judgments, penalties, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee Indemnitee, or on Indemnitee’s behalf behalf, in connection with any such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably not unreasonably believed to be in or not opposed to the best interests of the Company, and, and with respect to any criminal Proceeding, Indemnitee had no reasonable cause to believe the Indemnitee’s conduct was unlawful.

Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 1(a) if, by reason of Indemnitee’s Corporate StatusStatus (as hereinafter defined), the Indemnitee is, was or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding, Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Agreement, subject to Section 28 hereof1(a), Indemnitee shall be indemnified against Expensesall Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee Indemnitee, or on Indemnitee’s behalf behalf, in connection with any such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, and with respect to any criminal Proceeding, Indemnitee had no reasonable cause to believe the Indemnitee’s conduct was unlawful.

Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section l(b) if, by reason of Indemnitee’s Corporate Status, Indemnitee is, was or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding, Proceeding other than a Proceeding by or in the right of the Company. Pursuant to this Agreement, subject to Section 28 hereof1(b), Indemnitee shall be indemnified against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee Indemnitee, or on Indemnitee’s behalf 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 Company, and, and with respect to any criminal Proceeding, Indemnitee had no reasonable cause to believe Indemnitee’s conduct was unlawful.

Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section if, by reason of Indemnitee’s Corporate Company Status, Indemnitee is, was or is threatened to be made, a party to any threatened, pending or completed Proceeding, other than a Proceeding by or in the right of the Company. Pursuant to this Agreement, subject to Section 28 hereofSection, Indemnitee shall be indemnified against Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf of Indemnitee 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 Company, and, with respect to any criminal Proceeding, Indemnitee had no reasonable cause to believe Indemnitee’s conduct was unlawful.

Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section l(a) if, by reason of Indemnitee’s Corporate Status, Indemnitee is, was or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding, Proceeding other than a Proceeding by or in the right of the Company. Pursuant to this Agreement, subject to Section 28 hereof1(a), Indemnitee shall be indemnified against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee Indemnitee, or on Indemnitee’s behalf 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 Company, and, and with respect to any criminal Proceeding, Indemnitee had no reasonable cause to believe Indemnitee’s conduct was unlawful.

Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section l(a) if, by reason of Indemnitee’s Corporate StatusStatus (as hereinafter defined), Indemnitee is, was or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding, Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Agreement, subject to Section 28 hereof1(a), Indemnitee shall be indemnified against Expenses, judgments, penalties, fines all Liabilities and amounts paid in settlement Expenses (each as hereinafter defined) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf of Indemnitee 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 Company, and, with respect to any criminal Proceeding, Indemnitee had no reasonable cause to believe Indemnitee’s conduct was unlawful.

Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 1 if, by reason of Indemnitee’s his Corporate StatusStatus (as hereinafter defined), Indemnitee isis made, was or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding, Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Agreement, subject to Section 28 hereof1(a), Indemnitee shall be indemnified to the fullest extent permitted by applicable law against Expensesall Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee 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 Company, Company and, with respect to any criminal Proceeding, Indemnitee had no reasonable cause to believe Indemnitee’s conduct was unlawful.

Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 1(a) if, by reason of Indemnitee’s Corporate Status, Indemnitee is, was or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding, Proceeding other than a Proceeding by or in the right of the Company. Pursuant to this Agreement, subject to Section 28 hereof1(a), Indemnitee shall be indemnified against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee Indemnitee, or on Indemnitee’s behalf 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 Company, and, and with respect to any criminal Proceeding, Indemnitee had no reasonable cause to believe Indemnitee’s conduct was unlawful.

Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement if, by reason of Indemnitee’s Corporate Status, Indemnitee is, was or is threatened to be made, a party to any threatened, pending or completed Proceeding, other than a Proceeding by or in the right of the Company. Pursuant to this Agreement, subject to Section 28 26 hereof, Indemnitee shall be indemnified against Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf of Indemnitee 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 Company, and, with respect to any criminal Proceeding, Indemnitee had no reasonable cause to believe Indemnitee’s conduct was unlawful.

Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 1 if, by reason of Indemnitee’s Corporate Statushis or her Company Status (as hereinafter defined), Indemnitee isis made, was or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding, Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Agreement, subject to Section 28 hereof1(a), Indemnitee shall be indemnified to the fullest extent permitted by applicable law against Expensesall Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee 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 Company, Company and, with respect to any criminal Proceeding, Indemnitee had no reasonable cause to believe Indemnitee’s conduct was unlawful.

Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 1(a) if, by reason of Indemnitee’s Corporate Status, the Indemnitee is, was or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding, Proceeding other than a Proceeding by or in the right of the Company. Pursuant to this Agreement, subject to Section 28 hereof1(a), Indemnitee shall be indemnified against all Expenses, judgments, penalties, fines fines, and amounts paid in settlement actually and reasonably incurred by Indemnitee Indemnitee, or on Indemnitee’s behalf behalf, in connection with any such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, and with respect to any criminal Proceeding, Indemnitee had no reasonable cause to believe the Indemnitee’s conduct was unlawful.

Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement if, by reason of Indemnitee’s Corporate Status, Indemnitee is, was or is threatened to be made, a party to any threatened, pending or completed Proceeding, other than a Proceeding by or in the right of the Company. Pursuant to this Agreement, subject to Section 28 26 hereof, Indemnitee shall be indemnified against Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee 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 Company, and, with respect to any criminal Proceeding, Indemnitee had no reasonable cause to believe Indemnitee’s conduct was unlawful.

Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section l(a) if, by reason of Indemnitee’s Corporate Company Status, Indemnitee is, was or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding, Proceeding other than a Proceeding by or in the right of the Company. Pursuant to this Agreement, subject to Section 28 hereof1(a), Indemnitee shall be indemnified against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee Indemnitee, or on Indemnitee’s behalf 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 Company, and, and with respect to any criminal Proceeding, Indemnitee had no reasonable cause to believe Indemnitee’s conduct was unlawful.

Proceedings Other Than Proceedings by or in the Right of the Company. Except as provided in Section 9 hereof, Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 2(a) if, by reason of Indemnitee’s his Corporate Status, the Indemnitee isis or was, was or is or was threatened to be made, a party to or is otherwise involved in any threatened, pending or completed Proceeding, Proceeding other than a Proceeding by or in the right of the CompanyCompany to procure a judgment in its favor. Pursuant to this Agreement, subject to Section 28 hereof2(a), Indemnitee shall be indemnified against all Expenses, judgments, penalties, fines fines, liabilities and amounts paid in settlement actually and reasonably incurred by Indemnitee Indemnitee, or on Indemnitee’s behalf behalf, in connection with any such Proceeding or any claim, issue or matter therein, but only if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, and with respect to any criminal Proceeding, Indemnitee had no reasonable cause to believe the Indemnitee’s conduct was unlawful.

Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 2(a) if, by reason of Indemnitee’s Corporate Status, Indemnitee is, was or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding, Proceeding other than a Proceeding by or in the right of the CompanyCompany or a Proceeding instituted by Indemnitee pursuant to Section 9 of this Agreement to enforce Indemnitee’s rights under this Agreement. Pursuant to this Agreement, subject to Section 28 hereof2(a), Indemnitee shall be indemnified by the Company against Expenses, judgments, penalties, fines all Expenses and amounts Liabilities incurred or paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any such Proceeding or any claim, issue or matter thereinProceeding, 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 Company, Company and, with respect to any criminal Proceeding, Indemnitee had no reasonable cause to believe Indemnitee’s conduct was unlawful.

Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement if, by reason of Indemnitee’s Corporate Status, Indemnitee is, was or is threatened to be made, a party to any threatened, pending or completed Proceeding, other than a Proceeding by or in the right of the Company. Pursuant to this Agreement, subject to Section 28 hereof, Indemnitee shall be indemnified against Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf of Indemnitee 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 Company, and, with respect to any criminal Proceeding, Indemnitee had no reasonable cause to believe Indemnitee’s conduct was unlawful.

Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 1 if, by reason of Indemnitee’s Corporate Status, Indemnitee is, was or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding, Proceeding other than a Proceeding by or in the right of the Company. Pursuant to this AgreementSection 1(a), subject to Section 28 hereof, the Company shall indemnify and hold harmless Indemnitee shall be indemnified against Expenses, judgments, penalties, fines all Expenses and amounts Liabilities incurred or paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any such Proceeding or any claim, issue or matter therein, if the 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, Company and, with respect to any criminal Proceeding, the Indemnitee had no reasonable cause to believe Indemnitee’s conduct was unlawful. 1 Note to Draft: Bracketed language here and throughout the agreement to be included for OrbiMed designees, and any other director that has a Fund Indemnitor.

Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 2(a) if, by reason of Indemnitee’s ’ s Corporate Status, Indemnitee is, was or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding, Proceeding other than a Proceeding by or in the right of the CompanyCompany or a Proceeding instituted by Indemnitee pursuant to Section 9 of this Agreement to enforce Indemnitee’s rights under this Agreement. Pursuant to this Agreement, subject to Section 28 hereof2(a), Indemnitee shall be indemnified by the Company against Expenses, judgments, penalties, fines all Expenses and amounts Liabilities incurred or paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any such Proceeding or any claim, issue or matter thereinProceeding, 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 Company, Company and, with respect to any criminal Proceeding, Indemnitee had no reasonable cause to believe Indemnitee’s ’ s conduct was unlawful.

Proceedings Other Than Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Agreement ifSection 1(a) if the Indemnitee has been, by reason of Indemnitee’s Corporate Status, Indemnitee is, was or is threatened to be made, a party to or participant in, or otherwise becomes involved in, any threatened, pending or completed Proceeding, Proceeding other than a Proceeding by or in the right of the Company. Pursuant to this AgreementSection 1(a), subject to Section 28 hereof, the Indemnitee shall be indemnified to the Fullest Extent Permitted By Applicable Law against Expenses, judgments, penalties, fines all Losses and amounts paid in settlement Expenses actually and reasonably incurred by Indemnitee the Indemnitee, or on the Indemnitee’s behalf behalf, in connection with any such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, and with respect to any criminal Proceeding, Indemnitee had no reasonable cause to believe the Indemnitee’s conduct was unlawful.

Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement if, by reason of Indemnitee’s Corporate Statusan Indemnifiable Event, Indemnitee is, was or is threatened to be made, a party to or participant in, or threatened to be made a party to or participant in, any threatened, pending or completed Claim or Proceeding, other than including without limitation Claims in which Indemnitee is solely a Proceeding by or in the right of the Companywitness. Pursuant to this Agreement, subject to Section 28 hereof, Indemnitee shall be indemnified against Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably all Expenses incurred by Indemnitee or on Indemnitee’s behalf of Indemnitee in connection with any such Claim or 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 Company, and, with respect to any criminal Proceeding, Indemnitee had no reasonable cause to believe IndemniteeXxxxxxxxxx’s conduct was unlawful.

Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement if, by reason of Indemnitee’s Corporate Status, Indemnitee is, was or is threatened to be made, a party to any threatened, pending or completed Proceeding, other than a Proceeding by or in the right of the Company. Pursuant to this Agreement, subject to Section 28 Sections 17 and 27 hereof, Indemnitee shall be indemnified against Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee 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 Company, and, with respect to any criminal Proceeding, Indemnitee had no reasonable cause to believe Indemnitee’s conduct was unlawful.

Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 2(a) if, by reason of Indemnitee’s his or her Corporate StatusStatus (as hereinafter defined), Indemnitee is, was or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding, Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Agreement, subject to Section 28 hereof2(a), Indemnitee shall be indemnified against Expenses, judgments, penalties, fines all Expenses (as hereinafter defined) and amounts paid in settlement Liabilities (as hereinafter defined) actually and reasonably incurred by Indemnitee 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 Company, and, and with respect to any criminal Proceeding, Indemnitee had no reasonable cause to believe Indemnitee’s conduct was unlawful.

Proceedings Other Than Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee shall be entitled to in accordance with the rights provisions of indemnification provided in this Agreement Section 2(a) if, by reason of Indemnitee’s Corporate Status, Indemnitee is, was or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding, other than a Proceeding by or in the right of the Company. Pursuant to this Agreement, subject to Section 28 hereof2(a), Indemnitee shall be indemnified against all Indemnifiable Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee 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 bests interests of the Company, Company and, with respect to any in the case of a criminal Proceedingproceeding, Indemnitee had no reasonable cause to believe Indemnitee’s such conduct was unlawful.

Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 1(a) if, by reason of Indemnitee’s Corporate Status, Indemnitee is, was or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding, Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Agreement, subject to Section 28 hereof1(a), Indemnitee shall be indemnified against Expensesall Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee Indemnitee, or on Indemnitee’s behalf 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 Company, and, and with respect to any criminal Proceeding, Indemnitee had no reasonable cause to believe Indemnitee’s conduct was unlawful.

Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 1(a) if, by reason of Indemnitee’s Corporate StatusStatus (as defined below), Indemnitee is, was or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding, Proceeding (as defined below) other than a Proceeding by or in the right of the Company. Pursuant to this Agreement, subject to Section 28 hereof1(a), Indemnitee shall be indemnified against Expenses, judgments, penalties, fines all Expenses (as defined below) and amounts Liabilities (as defined below) incurred or paid in settlement actually and reasonably incurred by Indemnitee 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 Company, Company and, with respect to any criminal Proceeding, Indemnitee had no reasonable cause to believe Indemnitee’s conduct was unlawful.

Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 3 if, by reason of Indemnitee’s Corporate StatusStatus (as hereinafter defined), Indemnitee is, was or is threatened to be made, a party to any threatened, pending pending, or completed ProceedingProceeding (as hereinafter defined), other than a Proceeding by or in the right of the Company. Pursuant to this Agreement, subject to Section 28 hereof3, Indemnitee shall be indemnified against Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee 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 Company, and, with respect to any criminal Proceeding, Indemnitee had no reasonable cause to believe Indemnitee’s conduct was unlawful.

Proceedings Other Than Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 3 if, by reason of the Indemnitee’s 's Corporate StatusStatus (as hereinafter defined), the Indemnitee was, is, was or is threatened to be made, a party to any threatened, pending or completed ProceedingProceeding (as hereinafter defined), other than a Proceeding by or in the right of the Company. Pursuant to this AgreementSection 3, subject to Section 28 hereof, the Company shall indemnify the Indemnitee shall be indemnified against Expenses, judgments, penalties, fines (including any excise taxes assessed on the Indemnitee with respect to an employee benefit plan) and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf him in connection with any such Proceeding or any claim, issue or matter thereinProceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, Indemnitee had no reasonable cause to believe the Indemnitee’s 's conduct was unlawful.

Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 1(a) if, by reason of Indemnitee’s Corporate StatusStatus (as hereinafter defined), the Indemnitee is, was or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding, Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Agreement, subject to Section 28 hereof1(a), Indemnitee shall be indemnified against Expensesall Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement (collectively, “Losses”) actually and reasonably incurred by Indemnitee Indemnitee, or on Indemnitee’s behalf behalf, in connection with any such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, and with respect to any criminal Proceeding, Indemnitee had no reasonable cause to believe the Indemnitee’s conduct was unlawful.

Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall will be entitled to the rights of indemnification provided in this Agreement Section 2(a) if, by reason of Indemnitee’s Corporate Status, Indemnitee iswas or is a party, was or is threatened to be mademade a party, a party to any threatened, pending or completed Proceeding, Proceeding other than a Proceeding by or in the right of the Company. Pursuant to Under this AgreementSection 2(a), subject to Section 28 hereof, the Company will indemnify Indemnitee shall be indemnified against all Expenses, judgments, penaltiesfines, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee Indemnitee, or on Indemnitee’s behalf behalf, in connection with any such Proceeding or any claim, issue issue, or matter therein, if Indemnitee either (i) is not liable under NRS 78.138, or (ii) 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, and with respect to any criminal Proceeding, Indemnitee had no reasonable cause to believe Indemnitee’s conduct was unlawful.