Common use of Action or Proceeding Clause in Contracts

Action or Proceeding. Other Than an Action by or in the Right of --------------------------------------------------------------- the Indemnitors. --------------- Indemnitee shall be entitled to the indemnification rights provided in this Section 3 if he is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, other than an action by or in the right of the Indemnitors, by reason of the fact that he is or was a director, officer, employee, agent or fiduciary of the Indemnitors or is or was serving at the request of the Indemnitors as a director, officer, employee, agent, partner, trustee or fiduciary of any other entity, or by reason of anything done or not done by him in any such capacity. Pursuant to this Section 3, Indemnitee shall be indemnified against reasonable costs and expenses (including, but not limited to, counsel fees, costs, judgments, penalties, fines, ERISA excise taxes, and amounts paid in settlement) (collectively, "Damages") actually and reasonably incurred by him in connection with such -------- action, suit or proceeding (including, but not limited to, the investigation, defense or appeal thereof), if, in the case of conduct in his official capacity with the corporation, he acted in good faith and in the Indemnitors's best interests, and in all other cases, he acted in good faith and was at least not opposed to the Indemnitors's best interests, and with respect to any criminal action or proceeding had no reasonable cause to believe his conduct was unlawful, except that no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged to be liable for (i) negligence or misconduct in the performance of his duty to any of the Indemnitors unless and only to the extent that the court in which such action or suit was brought, or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper or (ii) the indemnification does not relate to any liability arising under Section 16(b) of the Securities Exchange Act of 1934, as amended, or any of the rules or regulations promulgated thereunder. Notwithstanding the foregoing, the Indemnitors shall be required to indemnify an officer or director in connection with an action, suit or proceeding initiated by such person only if such action, suit or proceeding was authorized by the Board or a committee thereof. No indemnity pursuant to this Agreement shall be provided by the Indemnitors for Damages that have been paid directly to Indemnitee by an insurance carrier under a policy of directors' and officers' liability insurance maintained by the Indemnitors.

Action or Proceeding. Other Than an Action by or in the ------------------------------------------------------ Right of --------------------------------------------------------------- the IndemnitorsCompany. --------------- The Indemnitee shall be entitled to the indemnification -------------------- rights provided in this Section 3 if he he/she is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, other than an action by or in the right of the IndemnitorsCompany, by reason of the fact that he he/she is or was a director, officer, employee, employee or agent or fiduciary of the Indemnitors Company, or is or was serving at the request of the Indemnitors Company as a director, officer, employee, agent, partner, trustee employee or agent or fiduciary of any other entity, including but not limited to, another corporation, partnership, joint venture, trust, or by reason of anything done or not done by him the Indemnitee in any such capacity. Pursuant to this Section 3Section, the Indemnitee shall be indemnified against reasonable costs and all expenses (including, but not limited to, counsel including attorneys' fees), costs, judgments, penalties, fines, ERISA excise taxes, fines and amounts paid in settlement) (collectively, "Damages") settlement actually and reasonably incurred by him the Indemnitee in connection with such -------- action, suit or proceeding (including, but not limited to, the investigation, defense or appeal thereof), if, in if the case of conduct in his official capacity with the corporation, he Indemnitee acted in good faith and in a manner the Indemnitors's best interests, and Indemnitee reasonably believed to be in all other cases, he acted in good faith and was at least or not opposed to the Indemnitors's best interestsinterests of the Company, and with respect to any criminal action or proceeding proceeding, had no reasonable cause to believe his his/her conduct was unlawful, except that no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged to be liable for (i) negligence or misconduct in the performance of his duty to any of the Indemnitors unless and only to the extent that the court in which such action or suit was brought, or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper or (ii) the indemnification does not relate to any liability arising under Section 16(b) of the Securities Exchange Act of 1934, as amended, or any of the rules or regulations promulgated thereunder. Notwithstanding the foregoing, the Indemnitors shall be required to indemnify an officer or director in connection with an action, suit or proceeding initiated by such person only if such action, suit or proceeding was authorized by the Board or a committee thereof. No indemnity pursuant to this Agreement shall be provided by the Indemnitors for Damages that have been paid directly to Indemnitee by an insurance carrier under a policy of directors' and officers' liability insurance maintained by the Indemnitors.

Action or Proceeding. Other Than an Action by or in the Right of --------------------------------------------------------------- the Indemnitors. --------------- Indemnitee shall be entitled to the indemnification rights provided in this Section 3 if he is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, other than an action by or in the right of the Indemnitors, by reason of the fact that he is or was a director, officer, employee, agent or fiduciary of the Indemnitors or is or was serving at the request of the Indemnitors as a director, officer, employee, agent, partner, trustee or fiduciary of any other entity, or by reason of anything done or not done by him in any such capacity. Pursuant to this Section 3, Indemnitee shall be indemnified against reasonable costs and expenses (including, but not limited to, counsel fees, costs, judgments, penalties, fines, ERISA excise taxes, and amounts paid in settlement) (collectively, "Damages") actually and reasonably incurred by him in connection with such -------- action, suit or proceeding (including, but not limited to, the investigation, defense or appeal thereof), if, in the case of conduct in his official capacity with the corporation, he acted in good faith and in the Indemnitors's best interests, and in all other cases, he acted in good faith and was at least not opposed to the Indemnitors's best interests, and with respect to any criminal action or proceeding had no reasonable cause to believe his conduct was unlawful, except that no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged to be liable for (i) negligence or misconduct in the performance of his duty to any of the Indemnitors unless and only to the extent that the court in which such action or suit was brought, or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper or (ii) the indemnification does not relate to any liability arising under Section 16(b) of the Securities Exchange Act of 1934, as amended, or any of the rules or regulations promulgated thereunder. Notwithstanding the foregoing, the Indemnitors shall be required to indemnify an officer or director in connection with an action, suit or proceeding initiated by such person only if such action, suit or proceeding was authorized by the Board or a committee thereof. No indemnity pursuant to this Agreement shall be provided by the Indemnitors for Damages that have been paid directly to Indemnitee by an insurance carrier under a policy of directors' and officers' liability insurance maintained by the Indemnitors.

Action or Proceeding. Other Than an Action by or in the Right of --------------------------------------------------------------- the IndemnitorsIndemnitor. --------------- -------------- Indemnitee shall be entitled to the indemnification rights provided in this Section 3 if he is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, other than an action by or in the right of the IndemnitorsIndemnitor, by reason of the fact that he is or was a director, officer, employee, agent or fiduciary of the Indemnitors Indemnitor or is or was serving at the request of the Indemnitors Indemnitor as a director, officer, employee, agent, partner, trustee agent or fiduciary of any other entity, entity or by reason of anything done or not done by him in any such capacity, including, but not limited to, the extent of any liability, cost, or expense that any director has incurred as a personal obligor or guarantor for any obligation of the Indemnitor. Pursuant to this Section 3, Indemnitee shall be indemnified against reasonable costs and expenses (including, but not limited to, counsel including attorney's fees), costs, judgments, penalties, fines, ERISA excise taxes, fines and amounts paid in settlement) (collectively, "Damages") settlements actually and reasonably incurred by him in connection with such -------- action, suit or proceeding (including, but not limited to, the investigation, defense or appeal thereof), if, in the case of conduct in his official capacity with the corporation, if he acted in good faith and in the Indemnitors's best interests, and any manner he reasonably believed to be in all other cases, he acted in good faith and was at least or not opposed to the Indemnitors's best interestsinterests of the Indemnitor, and and, with respect to any criminal action or proceeding proceeding, had no reasonable cause to believe his conduct was unlawful; provided, except that no however, the Indemnitor shall not be obligated to indemnify the Indemnitee in connection with any actions, suits or proceedings initiated by the Indemnities if the indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged to be liable for (i) negligence or misconduct in the performance of his duty relates to any of the Indemnitors unless and only to the extent that the court in which such action "short-swing" disgorgement or suit was brought, or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper or (ii) the indemnification does not relate to any similar liability arising under Section 16(b) of the Securities Exchange Act of 1934, as amended, or any of the rules or regulations promulgated thereunder. Notwithstanding the foregoing, the Indemnitors shall be required to indemnify an officer or director in connection with an action, suit or proceeding initiated by such person only if such action, suit or proceeding was authorized by the Board or a committee thereof. No indemnity pursuant to this Agreement shall be provided by the Indemnitors for Damages that have been paid directly to Indemnitee by an insurance carrier under a policy of directors' and officers' liability insurance maintained by the Indemnitors.