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 Indemnitee shall be entitled to the rights of indemnification provided in this Section 2(a) to the extent that the Indemnitee was or is a party or is threatened to be made a party to, or otherwise requires representation of counsel in connection with, any Proceeding (other than an action by or in the right of the Company which is governed by Section 2(b) below) by reason of the fact that the Indemnitee is or was an Enterprise Fiduciary or by reason of any action alleged to have been taken or omitted in such capacity, against losses, Expenses, judgments, fines, damages, penalties, interest, liabilities and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with such Proceeding 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 action or proceeding, had no reasonable cause to believe that the Indemnitee’s conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the Indemnitee’s conduct was unlawful.

Proceedings Other Than Proceedings by or in the Right of the Company. The Indemnitee Company shall be entitled to the rights of indemnification provided in this Section 2(a) to the extent that indemnify the Indemnitee was or if the Indemnitee is a party to or is threatened to be made a party to, to or is otherwise requires representation of counsel involved in connection with, any Proceeding (other than an action a Proceeding by or in the right of the Company Company) against all Expenses which is governed by Section 2(b) below) by reason of the fact that the Indemnitee is or was an Enterprise Fiduciary or by reason of any action alleged to have been taken or omitted in such capacity, against losses, Expenses, judgments, fines, damages, penalties, interest, liabilities and amounts paid in settlement are actually and reasonably incurred by the Indemnitee in connection with such Proceeding a Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Company, and, with except that no indemnification under this subsection shall be made in respect to any criminal action or proceeding, had no reasonable cause to believe that the Indemnitee’s conduct was unlawful. The termination of any Proceeding by judgmentclaim, order, settlement, conviction issue or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner matter as to which the Indemnitee reasonably believed shall have been adjudicated by final judgment (as to which all rights of appeal therefrom have been exhausted or lapsed) by a court of competent jurisdiction to be in or not opposed liable to the best interests Company for dishonesty, willful default or fraud in the performance of his/her duty to the Company, and, with respect unless and only to any criminal action or proceeding, had reasonable cause to believe the extent that the Indemnitee’s conduct court in which such Proceeding was unlawfulbrought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which such court shall deem proper, in each case, to the maximum extent permitted by Law.

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 Section 2(a) to the extent that the Indemnitee was or is a party or is threatened to be made a party to, or otherwise requires representation of counsel in connection with, any Proceeding (other than an action by or in the right of the Company which is governed by Section 2(b) belowhereof) by reason of the fact that the Indemnitee is or was an Enterprise Fiduciary or by reason of any action alleged to have been taken or omitted in such capacity, against losses, Expenses, judgments, fines, damages, penalties, interest, liabilities and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with such Proceeding 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 action or proceeding, had no reasonable cause to believe that the Indemnitee’s conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the 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 Section 2(a) to the extent that the 3 if, by reason of Indemnitee’s Corporate Status (as hereinafter defined), Indemnitee was or is a party was, is, or is threatened to be made made, a party toto or a participant in any threatened, pending or otherwise requires representation of counsel in connection with, any completed Proceeding (as hereinafter defined), other than an action a Proceeding by or in the right of the Company. Pursuant to this Section 3, Company which is governed shall, to the fullest extent permitted by Section 2(b) below) by reason of the fact that the law, indemnify Indemnitee is or was an Enterprise Fiduciary or by reason of any action alleged to have been taken or omitted in such capacitywith respect to, against lossesand hold Indemnitee harmless from and against, all Expenses, judgments, finesliabilities, damageslosses, penalties, interest, liabilities fines and amounts paid in settlement actually (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, penalties, fines and amounts paid in settlement) reasonably incurred by the Indemnitee or on behalf of Indemnitee in connection with 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, Company and, with respect to any criminal action or proceedingProceeding, had no reasonable cause to believe that the Indemnitee’s conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the 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 the rights of indemnification provided in this Section 2(a) to the fullest extent that the permitted by applicable law if Indemnitee was or is a party or is threatened to be made a party toto any threatened, pending or otherwise requires representation of counsel in connection withcompleted action, any Proceeding suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company which is governed by Section 2(b) below) Company), by reason of the fact that the Indemnitee is or was an Enterprise Fiduciary a director, officer, employee or by reason agent of the Company or any of its subsidiaries or is or was serving at the request of the Company as a director, officer, employee or agent (except in each of the foregoing situations to the extent any written agreement, arrangement or understanding of agency to which Indemnitee is a party contains provisions that supersede or abrogate indemnification under this Section 1) of another corporation or of any action alleged to have been taken partnership, joint venture, trust, employee benefit plan or omitted in such capacityother enterprise, against losses, ExpensesExpenses (as hereinafter defined), judgments, penalties, fines, damages, penalties, interest, liabilities excise taxes and amounts paid in settlement actually and reasonably incurred by the Indemnitee or on his behalf in connection with such Proceeding action, suit or proceeding 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 action or proceeding, had no reasonable cause to believe that the Indemnitee’s his or her conduct was unlawful. The termination of any Proceeding action, suit or proceeding by judgment, order, settlement, conviction conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, andor, with respect to any criminal action or proceeding, had reasonable cause to believe that the Indemnitee’s his or her 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 Section 2(a1(a) to the extent that the if, by reason of Indemnitee’s Corporate Status (as hereinafter defined), Indemnitee was or is a party is, or is threatened to be made made, a party to, to or otherwise requires representation of counsel participant in connection with, any Proceeding (as hereinafter defined) other than an action a Proceeding by or in the right of the Company which is governed Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified, to the fullest extent permitted by Section 2(b) below) by reason of the fact that the Indemnitee is or was an Enterprise Fiduciary or by reason of any action alleged law, as such may be amended from time to have been taken or omitted in such capacitytime, against lossesall Liabilities and Expenses (each as hereinafter defined), Expenses, judgments, fines, damages, penalties, interest, liabilities and amounts paid in settlement actually and reasonably incurred by the Indemnitee Indemnitee, or on Indemnitee’s behalf, in connection with 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, with respect to any criminal action or proceedingProceeding, Indemnitee had no reasonable cause to believe that the Indemnitee’s conduct was unlawful. The termination of any Proceeding ; provided, however, the Company shall not indemnify Indemnitee against Liabilities or Expenses incurred in connection with an administrative proceeding or action instituted by judgmenta bank regulatory agency, order, settlement, conviction which proceeding or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and action results in a manner which final order assessing civil money penalties against such Indemnitee or requiring affirmative action by such Indemnitee in the Indemnitee reasonably believed to be in or not opposed form of payments to the best interests Company or a subsidiary of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the 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 Section 2(a3(a) to the extent that the Indemnitee was or is a party party, or is threatened to be made a party to, or otherwise requires representation of counsel in connection with, any Proceeding (other than an action by or in the right of the Company which is governed by Section 2(b3(b) below) by reason of such Indemnitee's Company Status or the fact that the Indemnitee is or was an Enterprise Fiduciary Fiduciary, or by reason of any action alleged to have been taken or omitted in such capacity, against all losses, Expenses, judgments, fines, damages, penalties, interest, liabilities and amounts paid in settlement actually and reasonably incurred by the Indemnitee or on his behalf in connection with 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, with respect to any criminal action or proceeding, had no reasonable cause to believe that the Indemnitee’s 's conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the 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 Section 2(a1(a) to the extent that if, by reason of his or her Corporate Status (as defined below), the Indemnitee was or is a party is, or is threatened to be made made, a party to, to or otherwise requires representation of counsel participant in connection with, any Proceeding (as defined below) other than an action a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), the Company which is governed shall indemnify, defend, and hold Indemnitee harmless to the fullest extent permitted by Section 2(b) below) by reason of applicable law, as such may be amended from time to time (but in the fact that the Indemnitee is or was an Enterprise Fiduciary or by reason case of any action alleged such amendment, only to have been taken or omitted in the extent that such capacityamendment permits the Company to provide broader indemnification rights than permitted prior to such amendment), against losses, Expensesall Expenses (as defined below), judgments, penalties (including, but not limited to, excise and similar taxes), fines, damages, penalties, interest, liabilities and amounts paid in settlement actually and reasonably incurred by the Indemnitee him or her, or on his or her behalf, in connection with such Proceeding or any claim, issue, or matter in any such Proceeding 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 action or proceeding, had no reasonable cause to believe that the Indemnitee’s conduct was unlawful. The termination of any Proceeding action, suit or proceeding by judgment, order, settlement, conviction conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the Indemnitee’s conduct was unlawful.

Proceedings Other Than Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to In the rights of indemnification provided in this Section 2(a) to the extent that the event Indemnitee was or is a party to or other participant in, or is threatened to be made a party toto or other participant in, or otherwise requires representation of counsel in connection with, any a Proceeding (other than an action by or in the right of the Company which is governed by Section 2(b) belowto procure a judgment in its favor) by reason of (or arising in part out of ) an Indemnifiable Event, the fact that the Company shall indemnify Indemnitee is or was an Enterprise Fiduciary or by reason of from and against any action alleged to have been taken or omitted in such capacityand all Expenses, against liabilities, losses, Expenses, judgments, fines, damagesamounts paid or to be paid in settlement, penalties, any interest, liabilities assessments or other charges imposed thereon and amounts paid in settlement any federal, state, local or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement, which are actually and reasonably incurred by the Indemnitee in connection with such Proceeding 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 action or proceeding, had no reasonable cause to believe that the Indemnitee’s conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the (i) Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, Company or (ii) with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that the 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 Section 2(al(a) to the extent that if, by reason of such person’s Corporate Status (as hereinafter defined), the Indemnitee was or is a party is, or is threatened to be made made, a party toto or participant (as a witness, deponent or otherwise requires representation of counsel otherwise) in connection with, any Proceeding (as hereinafter defined) other than an action a Proceeding by or in the right of the Company which is governed by Company. Pursuant to this Section 2(b) below) by reason of the fact that the 1(a), Indemnitee is or was an Enterprise Fiduciary or by reason of any action alleged to have been taken or omitted in such capacityshall be indemnified, held harmless and exonerated against losses, Expensesall Expenses (as hereinafter defined), judgments, fines, damagesliabilities, penalties, interest, liabilities fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, liabilities, penalties, fines and amounts paid in settlement) actually and reasonably incurred by the Indemnitee such person, or on such person’s behalf, in connection with 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 action or proceedingProceeding, had no reasonable cause to believe that the Indemnitee’s conduct was unlawful. The termination of any Proceeding 1 Note to Draft: Include for directors designated by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the Indemnitee’s conduct was unlawfulfund.

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 Section 2(a1(a) to the extent that if, by reason of his Corporate Status, the Indemnitee was or is a party is, or is threatened to be made made, a party to, to or otherwise requires representation of counsel participant in connection with, any Proceeding (other than an action a Proceeding by or in the right of the Company which is governed by Company. Pursuant to this Section 2(b) below) by reason of the fact that the 1(a), Indemnitee is or was an Enterprise Fiduciary or by reason of any action alleged to have been taken or omitted in such capacity, shall be indemnified against losses, Expenses, judgments, fines, damages, penalties, interest, liabilities all Expenses and amounts paid in settlement actually and reasonably Liabilities incurred by the Indemnitee him, or on his behalf, in connection with 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 in, or not opposed to to, the best interests of the Company, and, and with respect to any criminal action or proceedingProceeding, had no reasonable cause to believe that the Indemnitee’s conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent, equivalent shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee he reasonably believed to be in in, or not opposed to to, the best interests of the Company, andCompany or, with respect to any criminal action or proceeding, had reasonable cause to believe that the Indemnitee’s his conduct was unlawful.