Common use of Indemnification and Advancement of Expenses Clause in Contracts

Indemnification and Advancement of Expenses. (a) To the fullest extent permitted by applicable law, as the same exists or may hereafter be amended, the Corporation shall indemnify and hold harmless each person who is or was made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (any such person, an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as such a director, officer, employee or agent, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees and expenses, judgments, fines, XXXXX excise taxes and penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection with such proceeding. The Corporation shall to the fullest extent not prohibited by applicable law pay any and all expenses (including, without limitation, attorneys’ fees and expenses) incurred by an indemnitee in defending or otherwise participating in any proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of the indemnitee, to repay, without interest, all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that the indemnitee is not entitled to be indemnified for such expenses under this Section 8.2 or otherwise. The rights to indemnification and advancement of expenses conferred by this Section 8.2: (i) shall be contract rights; (ii) shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; and (iii) shall not be conditioned upon any prior determination that an indemnitee is entitled to indemnification under this Section 8.2 with respect to the related proceeding. Notwithstanding the foregoing provisions of this Section 8.2(a), except for proceedings to enforce rights to indemnification and advancement of expenses, the Corporation shall indemnify and advance expenses to an indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board.

Indemnification and Advancement of Expenses. (a) To the fullest extent permitted by applicable law, as the same exists or may hereafter be amended, the Corporation shall indemnify and hold harmless each any person who is or was made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he or she is or was a director or an officer of the Corporation or(including Indemnitee’s service, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (any such personhereinafter, an “indemniteeIndemnitee”), whether the basis of such proceeding is alleged action (or omission) in an his or her official capacity as a director, officer, employee or agent, or in any other capacity while serving as such a director, officer, employee or agentan Indemnitee, against all liability and loss suffered (including, without limitation, judgments, fines, excise taxes pursuant to the Employee Retirement Income Security Act of 1974, as amended (the “ERISA excise taxes”), penalties and amounts paid in settlement) and expenses (including, without limitation, attorneys’ fees and expenses, judgments, fines, XXXXX excise taxes and penalties and amounts paid in settlementfees) reasonably incurred or suffered by such indemnitee Indemnitee in connection with such proceeding. The Corporation shall to the fullest extent not prohibited by applicable law pay any and all expenses (including, without limitation, attorneys’ fees and expenses) incurred by an indemnitee in defending or otherwise participating in any proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of the indemnitee, to repay, without interest, all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that on the indemnitee is not entitled to be indemnified for such expenses under terms and conditions set forth in this Section 8.2 or otherwise. The rights to indemnification 11.02 and advancement of expenses conferred by this Section 8.2: (i) shall be contract rights; (ii) shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; and (iii) shall not be conditioned upon any prior determination that an indemnitee is entitled to indemnification under this Section 8.2 with respect to the related proceedingCorporation’s Bylaws. Notwithstanding the foregoing provisions of this Section 8.2(a11.02(a), except for proceedings to enforce rights to indemnification and advancement of expenses, the Corporation shall indemnify and advance expenses to an indemnitee Indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee Indemnitee only if such proceeding (or part thereof) was authorized by the BoardBoard of Directors, or if the Board of Directors otherwise determines that indemnification or advancement of expenses is appropriate.

Indemnification and Advancement of Expenses. (a) To In the fullest extent permitted by applicable law, as event that the same exists or may hereafter be amended, the Corporation shall indemnify and hold harmless each person who Indemnitee is or was made a party or is threatened to be made a party to or is otherwise involved involved, whether or not a party thereto, in any threatened, pending or completed action, suit suit, demand, arbitration or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”) or otherwise incurs or suffers any expense, liability, damage, costs, obligations, penalties or loss (including, without limitation, attorneys’ fees, judgments, fines and amounts paid or to be paid in settlement) (collectively, “Losses”), by reason of the fact that he the Indemnitee had agreed to serve on the Board of Directors of the Company or she is or was a director director, officer, employee or officer agent of the Corporation orCompany, while a director or officer of the Corporation, is or was serving at the request of the Corporation Company as a director, officer, employee or agent of another corporation or of a corporation, partnership, joint venture, trust, trust or other enterprise or nonprofit entityenterprise, including service with respect to an employee benefit plan (plan, or otherwise relating to the establishment, actions, decisions, approvals or functioning of the Board of Directors of the Company or any such person, an “indemnitee”)of its subsidiaries, whether or not the basis of such proceeding is the Indemnitee’s alleged action or omission in an official capacity while serving as a director, officer, employee or agentagent of the Company, in any capacity as a nominee to, or possible member of, the Board of Directors of the Company or in any other capacity while serving as such a directorin connection with Indemnitee’s agreement to serve on and service on the Board of Directors of the Company, officer, employee or agent, the Indemnitee shall be indemnified and held harmless by the Company to the fullest extent permitted by Applicable Law against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees and expenses, judgments, fines, XXXXX excise taxes and penalties and amounts paid in settlement) reasonably Losses incurred or suffered by such indemnitee the Indemnitee in connection with therewith and such proceeding. The Corporation shall to the fullest extent not prohibited by applicable law pay any and all expenses (including, without limitation, attorneys’ fees and expenses) incurred by an indemnitee in defending or otherwise participating in any proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of the indemnitee, to repay, without interest, all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that the indemnitee is not entitled to be indemnified for such expenses under this Section 8.2 or otherwise. The rights to indemnification and advancement of expenses conferred by this Section 8.2: (i) shall be contract rights; (ii) shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her the Indemnitee’s heirs, executors executors, administrators, conservators and administrators; and (iii) shall not be conditioned upon any prior determination that an indemnitee is entitled to indemnification under this Section 8.2 with respect to the related proceeding. Notwithstanding the foregoing provisions of this Section 8.2(a), except for proceedings to enforce rights to indemnification and advancement of expenses, the Corporation shall indemnify and advance expenses to an indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Boardguardians.

Indemnification and Advancement of Expenses. (a) To the fullest extent permitted by the applicable lawlaws of the State of Delaware, as the same exists or may hereafter be amended, the Corporation shall indemnify indemnify, defend and hold harmless each person who is or was made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit suit, investigation, arbitration or proceeding, whether civil, criminal, administrative or investigative investigative, including an action by or in the right of the Corporation to procure a judgment in its favor (each, a “proceeding”) by reason of the fact that he or she is or was a director or officer of the Corporation or any of its subsidiaries or, while a director or officer of the CorporationCorporation or any of its subsidiaries, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (any such person, an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as such a director, officer, employee or agent, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees and expensesdisbursements, judgments, fines, XXXXX ERISA excise taxes taxes, damages, claims and penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection with such proceeding. The Corporation shall to the fullest extent not prohibited by applicable law pay any and all as incurred the expenses (including, without limitation, including attorneys’ fees and expensesfees) incurred by an indemnitee in defending or otherwise participating in any proceeding in advance of its final dispositiondisposition (including by making payment directly to applicable third parties if requested by the indemnitee); provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon delivery to the Corporation receipt of an undertaking, by or on behalf of the indemnitee, to repay, without interest, repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that the indemnitee is not entitled to be indemnified for such expenses under this Section 8.2 or otherwise. The rights to indemnification and advancement of expenses conferred by this Section 8.2: (i) 8.2 shall be contract rights; (ii) rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; and (iii) shall not be conditioned upon any prior determination that an indemnitee is entitled to indemnification under this Section 8.2 with respect to the related proceeding. Notwithstanding the foregoing provisions of this Section 8.2(a), except for proceedings to enforce rights to indemnification and advancement of expenses, the Corporation shall indemnify and advance expenses to an indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board.

Indemnification and Advancement of Expenses. (a) To the fullest extent permitted by applicable law, as the same exists or may hereafter be amended, the Corporation shall indemnify and hold harmless each person who is or was made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (for purposes of this Section 8.2, a “proceedingProceeding”) by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, manager, officer, employee or agent of another corporation or of a partnership, limited liability company, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (any such person, an “indemniteeIndemnitee”), whether the basis of such proceeding Proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as such a director, officer, employee or agent, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees and expensesfees, judgments, fines, XXXXX Employee Retirement Income Security Act of 1974 (“ERISA”) excise taxes and penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee Indemnitee in connection with such proceedingProceeding. The Corporation shall to the fullest extent not prohibited by applicable law pay any and all the expenses (including, without limitation, including attorneys’ fees and expensesfees) incurred by an indemnitee Indemnitee in defending or otherwise participating in any proceeding Proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the proceeding Proceeding shall be made only upon delivery to the Corporation receipt of an undertaking, by or on behalf of the indemniteeIndemnitee, to repay, without interest, repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that the indemnitee Indemnitee is not entitled to be indemnified for such expenses under this Section 8.2 or otherwise. The rights to indemnification and advancement of expenses conferred by this Section 8.2: (i) 8.2 shall be contract rights; (ii) rights and such rights shall continue as to an indemnitee Indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; and (iii) shall not be conditioned upon any prior determination that an indemnitee is entitled to indemnification under this Section 8.2 with respect to the related proceeding. Notwithstanding the foregoing provisions of this Section 8.2(a), except for proceedings Proceedings to enforce rights to indemnification and advancement of expenses, the Corporation shall indemnify and advance expenses to an indemnitee Indemnitee in connection with a proceeding Proceeding (or part thereof) initiated by such indemnitee Indemnitee only if such proceeding Proceeding (or part thereof) was authorized by the Board.

Indemnification and Advancement of Expenses. (a) To the fullest extent permitted by applicable law, as the same exists or may hereafter be amended, the Corporation shall indemnify indemnify, defend and hold harmless each person who is or was made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit suit, or proceeding, whether civil, criminal, administrative or investigative investigative, including an action by or in the right of the Corporation to procure a judgment in its favor (each, a “proceeding”) by reason of the fact that he or she is or was a director or officer of the Corporation or any of its subsidiaries or, while a director or officer of the CorporationCorporation or any of its subsidiaries or, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (any such person, an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as such a director, officer, employee or agent, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees and expensesdisbursements, judgments, fines, XXXXX Employment Retirement Income Security Act of 1974 excise taxes taxes, damages, claims and penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection with such proceeding. The Corporation shall shall, to the fullest extent not prohibited by applicable law law, pay any and all as incurred the expenses (including, without limitation, including attorneys’ fees and expensesfees) incurred by an indemnitee in defending or otherwise participating in any proceeding in advance of its final dispositiondisposition (including by making payment directly to applicable third parties if requested by the indemnitee); provided, however, that, to the extent required by applicable law, such payment an advancement of expenses incurred by an indemnitee in advance his or her capacity as a director or officer of the final disposition of the proceeding Corporation (and not in any other capacity in which service was or is rendered by such indemnitee including, without limitation, service to an employee benefit plan), shall be made only upon delivery to the Corporation Corporation’s receipt of an undertaking, by or on behalf of the indemnitee, to repay, without interest, repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that the indemnitee is not entitled to be indemnified for such expenses under this Section 8.2 or otherwise. The rights to indemnification and advancement of expenses conferred by this Section 8.2: (i) 8.2 shall be contract rights; (ii) rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; and (iii) shall not be conditioned upon any prior determination that an indemnitee is entitled to indemnification under this Section 8.2 with respect to the related proceeding. Notwithstanding the foregoing provisions of this Section 8.2(a), except for proceedings to enforce rights to indemnification (which are, for the avoidance of doubt, indemnified proceedings) and advancement of expenses, the Corporation shall indemnify and advance expenses to an indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was was, or is, authorized by the Board.

Indemnification and Advancement of Expenses. (a) Section 1. To the fullest extent permitted by applicable law, law as the same it presently exists or may hereafter be amended, the Corporation shall indemnify and hold harmless each any person (and such person’s heirs, executors or administrators) who was or is or was made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceedingproceeding (brought in the right of the Corporation or otherwise), whether civil, criminal, administrative or investigative (a “proceeding”) investigative, and whether formal or informal, including appeals, by reason of the fact that he such person, or she a person for whom such person was the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another corporation or of a corporation, partnership, joint venture, trust, limited liability company, nonprofit entity or other enterprise or nonprofit entityenterprise, including service with respect to an employee benefit plan (any such person, an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as such a director, officer, employee or agent, for and against all loss and liability and loss suffered and expenses (including, without limitation, including attorneys’ fees and expensesfees), judgments, fines, XXXXX excise taxes and penalties fines and amounts paid in settlement) settlement reasonably incurred or suffered by such indemnitee person or such heirs, executors or administrators in connection with such action, suit or proceeding. The Corporation shall to the fullest extent not prohibited by applicable law pay any and all expenses (including, without limitation, attorneys’ fees and expenses) incurred by an indemnitee in defending or otherwise participating in any proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of the indemnitee, to repay, without interest, all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that the indemnitee is not entitled to be indemnified for such expenses under this Section 8.2 or otherwise. The rights to indemnification and advancement of expenses conferred by this Section 8.2: (i) shall be contract rights; (ii) shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; and (iii) shall not be conditioned upon any prior determination that an indemnitee is entitled to indemnification under this Section 8.2 with respect to the related proceedingincluding appeals. Notwithstanding the foregoing provisions preceding sentence, except as otherwise provided in Section 3 of this Section 8.2(a), except for proceedings to enforce rights to indemnification and advancement of expensesBy-Law, the Corporation shall be required to indemnify and advance expenses to an indemnitee a person described in such sentence in connection with a any action, suit or proceeding (or part thereof) initiated commenced by such indemnitee person only if the commencement of such action, suit or proceeding (or part thereof) by such person was authorized in the specific case by the Board.

Indemnification and Advancement of Expenses. (a) To The Corporation shall indemnify and advance expenses to, and hold harmless, to the fullest extent permitted by applicable law, law as the same it presently exists or may hereafter be amended, the Corporation shall indemnify and hold harmless each any person (an “Indemnitee”) who was or is or was made a party made, or is threatened to be made made, a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceedingProceeding”) ), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or an officer of the Corporation or, while a director or an officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee employee, member, trustee or agent of another corporation or of a partnership, joint venture, trust, nonprofit entity or other enterprise or nonprofit entity(including, including but not limited to, service with respect to an employee benefit plan (any such person, an “indemnitee”plans), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as such a director, officer, employee or agent, against all liability and loss suffered and (including, but not limited to, expenses (including, without limitationbut not limited to, attorneys’ fees and expenses), judgments, fines, XXXXX excise taxes and penalties fines and amounts paid in settlement) settlement and reasonably incurred or suffered by such indemnitee in connection with such proceeding. The Corporation shall to the fullest extent not prohibited by applicable law pay any and all expenses (including, without limitation, attorneys’ fees and expenses) incurred by an indemnitee in defending or otherwise participating in any proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of the indemnitee, to repay, without interest, all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that the indemnitee is not entitled to be indemnified for such expenses under this Section 8.2 or otherwise. The rights to indemnification and advancement of expenses conferred by this Section 8.2: (i) shall be contract rights; (ii) shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; and (iii) shall not be conditioned upon any prior determination that an indemnitee is entitled to indemnification under this Section 8.2 with respect to the related proceedingIndemnitee). Notwithstanding the foregoing provisions of this Section 8.2(a), except for proceedings to enforce rights to indemnification and advancement of expensespreceding sentence, the Corporation shall indemnify and be required to indemnify, or advance expenses to to, an indemnitee Indemnitee in connection with a proceeding Proceeding (or part thereof) initiated commenced by such indemnitee Indemnitee only if the commencement of such proceeding Proceeding (or part thereof) by the Indemnitee was authorized by the BoardBoard of Directors of the Corporation or the Proceeding (or part thereof) relates to the enforcement of the Corporation’s obligations under this Section 9.1.

Indemnification and Advancement of Expenses. (a) To The Corporation shall indemnify and advance expenses to, and hold harmless, to the fullest extent permitted by applicable law, law as it exists on the same exists date hereof or as it may hereafter be amended, the Corporation shall indemnify and hold harmless each any person (an “Indemnitee”) who was or is or was made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceedingProceeding”) ), by reason of the fact that he or she such person is or was a director Director or an officer of the Corporation or, while a director Director or an officer of the Corporation, is or was serving at the request of the Corporation as a directorDirector, officer, employee or agent of another corporation or of a partnership, joint venture, trust, trust or other enterprise or nonprofit entityenterprise, including service with respect to an employee benefit plan (any such person, an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as such a director, officer, employee or agentplans, against all liability liabilities and loss losses suffered and expenses (including, without limitation, including attorneys’ fees and expensesfees), judgments, fines, XXXXX excise taxes and penalties fines and amounts paid in settlement) settlement actually and reasonably incurred or suffered by such indemnitee Indemnitee in connection with such proceedingProceeding. The Corporation shall to the fullest extent not prohibited by applicable law pay any and all expenses (including, without limitation, attorneys’ fees and expenses) incurred by an indemnitee in defending or otherwise participating in any proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of the indemnitee, to repay, without interest, all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further Such right to appeal that the indemnitee is not entitled to be indemnified for such expenses under this Section 8.2 or otherwise. The rights to indemnification and advancement of expenses conferred by this Section 8.2: (i) shall be contract rights; (ii) shall continue as to an indemnitee a person who has ceased to be a director, officer, employee Director or agent officer of the Corporation and shall inure to the benefit of his or her heirs, executors and administrators; personal and (iii) shall not be conditioned upon any prior determination that an indemnitee is entitled to indemnification under this Section 8.2 with respect to the related proceedinglegal representatives. Notwithstanding the foregoing provisions of this Section 8.2(a), except for proceedings to enforce rights to indemnification and advancement of expensespreceding sentences, the Corporation shall indemnify and not be required to indemnify, or advance expenses to to, an indemnitee Indemnitee in connection with a proceeding Proceeding (or part thereof) initiated by such indemnitee only if Indemnitee, whether initiated in such proceeding Indemnitee’s capacity as a Director or officer or in any other capacity, or in defending any counterclaim, cross-claim, affirmative defense, or like claim of the Corporation in such Proceeding (or part thereof), unless the initiation of such Proceeding (or part thereof) by the Indemnitee was authorized or consented to by the BoardBoard of Directors of the Corporation.