Common use of Third Party Proceedings Clause in Contracts

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any Action (other than an Action by or in the right of the Company) by reason of the fact that Indemnitee is or was an Agent against Expenses, judgments, Fines, settlements and other amounts actually and reasonably incurred by Indemnitee in connection with such Action if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the Company and its stockholders and, with respect to any criminal Action, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The termination of any Action by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in the best interest of the Company, or with respect to any criminal Action, had reasonable cause to believe that Indemnitee’s conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any Action (other than an Action by or in the right of the Company) by reason of the fact that Indemnitee is or was an Agent against Expenses, judgments, Fines, settlements and other amounts actually and reasonably incurred by Indemnitee in connection with such Action if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the Company and its stockholders shareholders and, with respect to any criminal Action, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The termination of any Action by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in the best interest of the Company, or with respect to any criminal Action, had reasonable cause to believe that Indemnitee’s conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was or becomes a party or is threatened to be made a party to in any Action Claim (other than an Action action by or in the right of the Parent or the Company) by reason of the fact that Indemnitee is (or was an Agent arising in part out of) any Indemnifiable Event against Expenses, judgmentsincluding all interest, Fines, settlements assessments and other amounts actually and reasonably incurred by Indemnitee charges paid or payable in connection with or in respect of such Action Expenses, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of Parent or the Company and its stockholders Company, as the case may be, and, with respect to any criminal Actionaction or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The termination of any Action Claim by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that (i) Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in the best interest interests of the Parent or the Company, as the case may be, or (ii) with respect to any criminal Actionaction or proceeding, Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.