Common use of Third Party Actions Clause in Contracts

Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of the fact that the Indemnitee is or was an Agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, the Company shall indemnify the Indemnitee against all Expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceeding, provided 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 his or her conduct was unlawful.

Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding proceeding (other than an action by or in the right of the Company) by reason of the fact that the Indemnitee he is or was an Agent of the Company, or by reason of anything done or not done by the Indemnitee him in any such capacity, the Company shall indemnify the Indemnitee against any and all Expenses expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) imposed by a court or governmental entity or otherwise actually and reasonably incurred by the Indemnitee him in connection with the investigation, defense, settlement or appeal of such Proceedingproceeding, provided the Indemnitee acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the CompanyCompany and its stockholders, and, with respect to any criminal action or Proceedingproceeding, had no reasonable cause to believe his or her conduct was unlawful.

Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding proceeding (other than an action by or in the right of the Company) by reason of the fact that the Indemnitee is or was an Agent agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, the Company shall indemnify the Indemnitee against any and all Expenses expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceedingproceeding, provided 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 CompanyCompany and its stockholders, and, with respect to any criminal action or Proceedingproceeding, had no reasonable cause to believe his or her the Indemnitee’s conduct was unlawful.

Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of the fact that the Indemnitee is or was an Agent of the CompanyAgent, or by reason of anything done or not done by the Indemnitee in any such capacity, the Company shall indemnify the Indemnitee against all Expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceeding, provided that 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 his or her conduct was unlawful.

Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of the fact that the Indemnitee is or was an Agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, the Company shall indemnify the Indemnitee against all Expenses and liabilities of any type whatsoever (including, but not limited to, losses, damages, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceeding, provided 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 his or her conduct was unlawful.

Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company, which actions are addressed in Section 3(b) below) by reason of the fact that the Indemnitee he or she is or was an Agent serving the Company or a Subsidiary or Affiliate of the CompanyCompany as an Indemnifiable Person, or by reason of anything done or not done by the Indemnitee in any such capacitycapacity as an Indemnifiable Person, the Company shall indemnify the Indemnitee or by reason of an Indemnifiable Event, against any and all Expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) actually and reasonably Other Liabilities incurred by the Indemnitee in connection with (including in preparation for) the inquiry, investigation, defense, settlement or appeal of such Proceeding, provided the Proceeding if Indemnitee acted in good faith and in a manner the Indemnitee he or she 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 his or her conduct was unlawful.; and

Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding proceeding (other than an action by or in the right of the Company) by reason of the fact that the Indemnitee is or was or had agreed to become an Agent agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, the Company shall indemnify the Indemnitee against any and all Expenses expenses and liabilities of any type whatsoever (including, but not limited towithout limitation, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceedingproceeding, provided 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 CompanyCompany and its stockholders, and, with respect to any criminal action or Proceedingproceeding, had no reasonable cause to believe his or her Indemnitee’s conduct was unlawful.

Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding proceeding (other than an action by or in the right of the Company) by reason of the fact that the Indemnitee he is or was an Agent agent of the Company, or by reason of anything done or not done by the Indemnitee him in any such capacity, the Company shall indemnify the Indemnitee against any and all Expenses expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) imposed by a court or governmental entity or otherwise actually and reasonably incurred by the Indemnitee him in connection with the investigation, defense, settlement or appeal of such Proceedingproceeding, provided the Indemnitee acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the CompanyCompany and its stockholders, and, with respect to any criminal action or Proceedingproceeding, had no reasonable cause to believe his or her conduct was unlawful.

Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of the fact that the Indemnitee is or was an Agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, the Company shall indemnify the Indemnitee against all Expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) actually and reasonably incurred by the Indemnitee Indemnitee, or on the Indemnitee’s behalf, in connection with the investigation, defense, settlement or appeal of such Proceeding, provided 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 his or her conduct was unlawful.

Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding proceeding (other than an action by or in the right of the Company) by reason of the fact that the Indemnitee is or was or had agreed to become an Agent agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, the Company shall indemnify the Indemnitee against any and all Expenses expenses and liabilities of any type whatsoever (including, but not limited towithout limitation, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceedingproceeding, provided 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 CompanyCompany and its stockholders, and, with respect to any criminal action or Proceedingproceeding, had no reasonable cause to believe his or her Indemnitee's conduct was unlawful.

Third Party Actions. If the Indemnitee Indemnitees is a person who was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of the fact that the Indemnitee Indemnitees is or was an Agent of the Company, or by reason of anything done or not done by the Indemnitee Indemnitees in any such capacity, the Company shall indemnify the Indemnitee Indemnitees against all Expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA EXXXX excise taxes and penalties, and amounts paid in settlement) actually and reasonably incurred by the Indemnitee Indemnitees in connection with the investigation, defense, settlement or appeal of such Proceeding, provided the Indemnitee Indemnitees acted in good faith and in a manner the Indemnitee Indemnitees 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 his or her conduct was unlawful.

Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding proceeding (other than an action by or in the right of the Company) by reason of the fact that the Indemnitee is or was or had agreed to become an Agent agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, the Company shall indemnify the Indemnitee against any and all Expenses expenses and liabilities of any type whatsoever (including, but not limited towithout limitation, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceedingproceeding, provided 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 CompanyCompany and its shareholders, and, with respect to any criminal action or Proceedingproceeding, had no reasonable cause to believe his or her Indemnitee’s conduct was unlawful.

Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding proceeding (other than an action by or in the right of the Company) by reason of the fact that the Indemnitee is or was an Agent agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, the Company shall indemnify the Indemnitee against any and all Expenses expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA XXXXX excise taxes and penalties, and amounts paid in settlement) actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceedingproceeding, provided 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 CompanyCompany and its stockholders, and, with respect to any criminal action or Proceedingproceeding, had no reasonable cause to believe his or her the Indemnitee’s conduct was unlawful.

Third Party Actions. If the Indemnitee Indemnitees is a person who was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of the fact that the Indemnitee Indemnitees is or was an Agent of the Company, or by reason of anything done or not done by the Indemnitee Indemnitees in any such capacity, the Company shall indemnify the Indemnitee Indemnitees against all Expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) actually and reasonably incurred by the Indemnitee Indemnitees in connection with the investigation, defense, settlement or appeal of such Proceeding, provided the Indemnitee Indemnitees acted in good faith and in a manner the Indemnitee Indemnitees 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 his or her conduct was unlawful.

Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of the fact that the Indemnitee is or was an Agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, the Company shall indemnify the Indemnitee against any and all Expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceeding, provided 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 Proceedingproceeding, had no reasonable cause to believe his or her conduct was unlawful.

Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of the fact that the Indemnitee is or was an Agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, the Company shall indemnify the Indemnitee against any and all Expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceeding, provided 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 CompanyCompany and its stockholders, and, with respect to any criminal action or Proceedingproceeding, had no reasonable cause to believe his or her the Indemnitee’s conduct was unlawful.

Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding proceeding (other than an action by or in the right of the Company) by reason of the fact that the Indemnitee is or was an Agent the agent of the Company, or by reason of anything done or not done by the Indemnitee in any such capacity, the Company shall indemnify the Indemnitee against any and all Expenses expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement settlement, or appeal of such Proceeding, provided 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, Company and, with respect to any criminal action or Proceedingproceeding, had no reasonable cause to believe his or her the Indemnitee's conduct was unlawful.; and