Common use of Action or Proceedings Clause in Contracts

Action or Proceedings. Other than an Action by or in the Right of the Corporation. Except as limited by Section 3 above, Indemnitee shall be entitled to the indemnification rights provided in this Section if Indemnitee is a party or is threatened to be made a party to any Proceeding (other than an action by or in the name of the Corporation) by reason of the fact that Indemnitee is or was an independent or non-independent director or officer of the Corporation, or is or was serving at the request of the Corporation as an officer or director of another entity; or by reason of anything done or not done by Indemnitee in any such capacity. Pursuant to this Section, Indemnitee shall be indemnified against all costs, judgments, penalties, fines, liabilities, amounts paid in settlement by or on behalf of Indemnitee, and Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Action or Proceedings. Other than an Action by or in the Right of the CorporationCompany. Except as limited by Section 3 above, the Indemnitee shall be entitled to the indemnification rights provided in this Section if Indemnitee is a party or is threatened to be made a party to any Proceeding (other than an action by or in the name of the CorporationCompany) by reason of the fact that Indemnitee is or was an independent a director, officer, employee or non-independent director or officer agent of the CorporationCompany, or is or was serving at the request of the Corporation Company as an officer a director, officer, employee or director agent or fiduciary of any other entity, including, but not limited to, another entity; corporation, limited liability company, partnership, joint venture or trust, or by reason of anything done or not done by Indemnitee in any such capacity, including, but not limited to, the filing of written statements or certifications regarding the accuracy of reports or statements filed by the Company with the Securities and Exchange Commission. Pursuant to this Section, the Indemnitee shall be indemnified against all costs, judgments, penalties, fines, liabilities, amounts paid in settlement by or on behalf of Indemnitee, Indemnitee and Expenses (defined below) actually and reasonably incurred by Indemnitee in connection with such Proceeding, if Indemnitee acted in good faith and in a manner he Indemnitee reasonably believed to be in or not opposed to the best interests of the CorporationCompany, and with respect to any criminal Proceeding, had no reasonable cause to believe his or her Indemnitee’s conduct was unlawful.