Common use of Proceedings by or in the Right of the Company Clause in Contracts

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement if, by reason of his Corporate Status, he was or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreement, subject to Section 26 hereof, Indemnitee shall be indemnified against amounts paid in settlement and Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification under this paragraph shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company, unless and only to the extent that the court in which such Proceeding shall have been brought, was brought or is pending, shall determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems proper.

Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee shall be entitled if the Indemnitee is a party to the rights of indemnification provided in this Agreement if, by reason of his Corporate Status, he was or is threatened to be made, made a party to or is otherwise involved in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant favor by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to this Agreementany employee benefit or welfare plan, subject to Section 26 hereof, Indemnitee shall be indemnified against amounts paid in settlement and Expenses which are actually and reasonably incurred by him or on his behalf the Indemnitee in connection with the defense or settlement of any such Proceeding a Proceeding, if he the Indemnitee acted in good faith and in a manner he the Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Company. Notwithstanding the foregoing, ; except that no indemnification under this paragraph section shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person shall have been adjudged adjudicated by final judgment by a court of competent jurisdiction to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the court in which such Proceeding shall have been brought, was brought or is pendingshall determine upon application that, shall determinedespite the adjudication of liability but in view of all the circumstances of the case, upon application, that Indemnitee such person is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the amounts which such other court deems shall deem proper.

Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee shall be entitled if the Indemnitee is a party to the rights of indemnification provided in this Agreement if, by reason of his Corporate Status, he was or is threatened to be made, made a party to or is otherwise involved in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreementfavor by reason of the fact that the Indemnitee is or was a director or officer of the Company, subject to Section 26 hereofor is or was serving at the request of the Company as an agent of another enterprise, Indemnitee shall be indemnified against amounts paid in settlement and Expenses all Expenses, judgments, fines, interest or penalties, which are actually and reasonably incurred by him or on his behalf the Indemnitee in connection with the defense or settlement of any such Proceeding a Proceeding, if he the Indemnitee acted in good faith and in a manner he the Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Company. Notwithstanding the foregoing, ; except that no indemnification under this paragraph section shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person shall have been adjudged adjudicated by final judgment by a court of competent jurisdiction to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the court in which such Proceeding shall have been brought, was brought or is pendingshall determine upon application that, shall determinedespite the adjudication of liability but in view of all the circumstances of the case, upon application, that Indemnitee such person is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the amounts which such other court deems shall deem proper.

Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee shall be entitled if the Indemnitee is a party to the rights of indemnification provided in this Agreement if, by reason of his Corporate Status, he was or is threatened to be made, made a party to or is otherwise involved in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreement, subject to Section 26 hereof, Indemnitee shall be indemnified favor against amounts paid in settlement and all Expenses which are actually and reasonably incurred by him or on his behalf the Indemnitee in connection with such a Proceeding, if the defense or settlement of any such Proceeding if he Indemnitee acted in good faith and in a manner he the Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Company. Notwithstanding the foregoing, ; except that no indemnification under this paragraph subsection shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person the Indemnitee shall have been adjudged adjudicated by final judgment (as to which all rights of appeal therefrom have been exhausted or lapsed) by a court of competent jurisdiction to be liable to the Company for dishonesty, willful default or fraud in the performance of his/her duty to the Company, unless and only to the extent that the court in which such Proceeding shall have been brought, was brought or is pendingshall determine upon application that, shall determinedespite the adjudication of liability but in view of all the circumstances of the case, upon application, that the Indemnitee is fairly and reasonably entitled to indemnity for such portion of amounts which such court shall deem proper, in each case, to the settlement amount and Expenses as the court deems propermaximum extent permitted by Law.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 4 if, by reason of his Corporate Status, he was is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this AgreementSection 4, subject to Section 26 hereof, the Indemnitee shall be indemnified against amounts paid in settlement and Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person the Indemnitee shall have been adjudged to be liable to the Company, unless or if applicable law prohibits such indemnification; provided, however, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the court in which such Proceeding shall have been brought, was brought or is pending, shall determinedetermine upon application that, upon applicationdespite the adjudication of liability, that but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the expenses which such court deems shall deem proper.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 4 if, by reason of his Corporate Status, he was is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this AgreementSection 4, subject to Section 26 hereof, the Company shall indemnify the Indemnitee shall be indemnified against amounts paid in settlement and Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person the Indemnitee shall have been adjudged to be liable to the CompanyCompany or if applicable law prohibits such indemnification; provided, unless however, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the court in which such Proceeding shall have been brought, was brought or is pending, shall so determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems proper.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 1(b) if, by reason of his Corporate Status, he was the Indemnitee is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this AgreementSection 1(b), subject to Section 26 hereof, the Company shall indemnify Indemnitee shall be indemnified against all Expenses and amounts paid in settlement and Expenses actually and reasonably incurred by him Indemnitee, or on his behalf Indemnitee’s behalf, in connection with the defense or settlement of any such Proceeding or any claim, issue or matters therein, if he 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 Company. Notwithstanding the foregoing; provided, however, if applicable law so provides, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company, Company unless and only to the extent that the a court in which of competent jurisdiction shall determine that such Proceeding shall have been brought, was brought or is pending, shall determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems properindemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement if, by reason of his Indemnitee’s Corporate Status, he Indemnitee was or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreement, subject to Section 26 hereof, Indemnitee shall be indemnified against amounts paid in settlement and Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with the defense or settlement of any such Proceeding if he 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 Company. Notwithstanding the foregoing, no indemnification under this paragraph shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company, unless and only to the extent that the court in which such Proceeding shall have been brought, was brought or is pending, shall determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems proper.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled To the extent permitted by applicable law and subject to the rights of indemnification provided exceptions set forth in this Agreement ifSection 4 below, by reason of his Corporate Status, he if Indemnitee was or is a party or is threatened to be made, made a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreement, subject to Section 26 hereoffavor by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against amounts paid in settlement and all Indemnifiable Expenses actually and reasonably incurred by him Indemnitee or on his Indemnitee's behalf in connection with the defense or settlement of any such Proceeding if he Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, that, if applicable law so provides, no indemnification under this paragraph against such expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudged to be liable to the Company, Company unless and only to the extent that the court in which such Proceeding shall have been brought, was brought or is pending, pending shall determine, upon application, determine that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems properindemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 1 if, by reason of his Indemnitee’s Corporate Status, he was Indemnitee is made, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Agreement, subject to Section 26 hereof1(b), Indemnitee shall be indemnified to the fullest extent permitted by applicable law against amounts paid in settlement and all Expenses actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf in connection with the defense or settlement of any such Proceeding or any claim, issue, or matter therein if he 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 Company. Notwithstanding the foregoing; provided, however, if applicable law so provides, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been finally adjudged to be liable to the Company, Company unless and only to the extent that the Court of Chancery of the State of Delaware or any court in which such Proceeding shall have been brought, was brought or is pendingshall determine upon application that such indemnification may be made, shall determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion despite the adjudication of the settlement amount and Expenses as the court deems properliability.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement if, by reason of his Indemnitee’s Corporate Status, he Indemnitee was or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreement, subject to Section 26 28 hereof, Indemnitee shall be indemnified against amounts paid in settlement and Expenses actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf in connection with the defense or settlement of any such Proceeding if he 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 Company. Notwithstanding the foregoing, no indemnification under this paragraph shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company, by a court of competent jurisdiction and subject to no further appeal, unless and only to the extent that the court in which such Proceeding shall have been brought, was brought or is pending, shall determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems proper.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 4.03 if, by reason of his Indemnitee’s Corporate Status, he Indemnitee was or is, or is threatened to be made, a party to or is otherwise involved in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreement, subject to Section 26 hereof, Indemnitee shall be indemnified against amounts paid in settlement and all Expenses actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf in connection with the defense or settlement of any such Proceeding or any claim, issue or matter therein, if he Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the CompanyGood Faith. Notwithstanding the foregoing, no such indemnification under this paragraph shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudged to be liable to the Company, Company unless and only to the extent that the Court of Chancery of the State Delaware or the court in which such Proceeding shall have been brought, action or suit was brought or is pendingshall determine upon application that, shall determinedespite the adjudication of liability but in view of all the circumstances of the case, upon application, that Indemnitee such person is fairly and reasonably entitled to indemnity for such portion expenses which the Court of Chancery of the settlement amount and Expenses as the State Delaware or such other court deems shall deem proper.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 1(b) if, by reason of his Corporate Status, he was the Indemnitee is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Agreement, subject to Section 26 hereof1(b), Indemnitee shall be indemnified against amounts paid in settlement and all Expenses actually and reasonably incurred by him the Indemnitee, or on his behalf the Indemnitee’s behalf, in connection with the defense or settlement of any such Proceeding if he the Indemnitee acted in good faith and in a manner he the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides. Notwithstanding the foregoing, no No indemnification under this paragraph against such Expenses shall be made under this Section 1(b) in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that the any court in which such the Proceeding shall have been brought, was brought or is pendingthe Delaware Court (as hereinafter defined) shall determine upon application that, shall determinedespite the adjudication of liability but in view of all the circumstances of the case, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems properindemnification.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 4 if, by reason of his Corporate Status, he was is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this AgreementSection 4, subject to Section 26 hereof, the Company shall indemnify the Indemnitee shall be indemnified against amounts paid in settlement and Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person the Indemnitee shall have been adjudged to be liable to the CompanyCompany or if applicable law prohibits such indemnification; provided, unless however, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the court in which such Proceeding shall have been brought, was brought or is pendingpending determines that in view of all the circumstances, shall determine, upon application, that the Indemnitee is reasonably and fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses indemnification as the such court deems proper.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 4 if, by reason of his Corporate Status, he was is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreement, subject to Section 26 hereofSection, Indemnitee shall be indemnified against amounts all Expenses (including all interest, assessments and other charges paid or payable in settlement and Expenses connection with or in respect of such Expenses) actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; PROVIDED, HOWEVER, that, if applicable law so provides, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudged to be liable to the Company, Company unless and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought, was brought or is pending, shall determine, upon application, determine that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems properindemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 4 if, by reason of his Corporate Status, he was is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreement, subject to Section 26 hereofSection, Indemnitee shall be indemnified against amounts all Expenses (including all interest, assessments and other charges paid or payable in settlement and Expenses connection with or in respect of such Expenses) actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, no however, that indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudged to be liable to the Company, unless Company if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought, was brought or is pending, shall determine, upon application, determine that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems properindemnification may be made.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 1(b) if, by reason of his Corporate Status, he was the Indemnitee is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this AgreementSection 1(b), subject to Section 26 hereof, the Indemnitee shall be indemnified against amounts paid in settlement and all Expenses actually and reasonably incurred by him him, or on his behalf behalf, in connection with the defense or settlement of any such Proceeding or any claim, issue or matter therein, if he the Indemnitee acted in good faith and in a manner he the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, if applicable law so provides, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person the Indemnitee shall have been adjudged to be liable to the Company, Company unless and only to the extent that the court in which such Proceeding shall have been was brought, was brought or is pendingany other court of competent jurisdiction, shall determinedetermine upon application that, upon applicationdespite such adjudication of liability but in view of all the circumstances of the case, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems properindemnification.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement if, by reason of his Corporate Status, he was or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreement, subject to Section 26 hereof, Indemnitee shall be indemnified against amounts paid in settlement and Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification under this paragraph shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company, by a court of competent jurisdiction and subject to no further appeal, unless and only to the extent that the court in which such Proceeding shall have been brought, was brought or is pending, shall determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems proper.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to If the rights of indemnification provided in this Agreement ifIndemnitee, by reason of his Corporate Status, he or by reason of alleged action or inaction by him in such capacity, was or is a party or is threatened to be made, made a party to any threatenedProceeding (whether the Indemnitee is or becomes a party, pending a witness or completed Proceeding brought otherwise is a participant in any role) by or in the right of the Company, then the Company to procure a judgment in its favor. Pursuant to this Agreementshall, subject to the limitations set forth in Section 26 hereof4.6 below, Indemnitee shall be indemnified hold harmless and indemnify him against amounts paid in settlement any and all Expenses actually and reasonably incurred by or for him or on his behalf in connection with the defense investigation, defense, settlement or settlement appeal of any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in the act(s) or not opposed omission(s) of the Indemnitee giving rise to the best interests of the Company. Notwithstanding the foregoing, Proceeding were Good Faith Act(s) or Omission(s); except that no indemnification under this paragraph Section 4.3 shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person the Indemnitee shall have been finally adjudged to be liable to the Company, unless and only to the extent that a court of appropriate jurisdiction (including, but not limited to, the court in which such Proceeding was brought) shall have been broughtdetermine upon application that, was brought despite the adjudication of liability but in view of all the circumstances of the case, regardless of whether the Indemnitee's act(s) or is pendingomission(s) were found to be a Good Faith Act(s) or Omission(s), shall determine, upon application, that the Indemnitee is fairly and reasonably entitled to indemnity indemnification for such portion of the settlement amount and Expenses as the which such court deems shall deem proper.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled To the extent permitted by applicable law and subject to the rights of indemnification provided exceptions set forth in this Agreement ifSection 4 below, by reason of his Corporate Status, he if Indemnitee was or is a party or is threatened to be made, made a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreement, subject to Section 26 hereoffavor by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Company against amounts paid in settlement and all Indemnifiable Expenses actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf in connection with the defense or settlement of any such Proceeding if he Indemnitee (i) is not liable under Section 78.138, or (ii) acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, that if applicable law prohibits such indemnification, no indemnification under this paragraph against such expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudged to be liable to the Company, Company unless and only to the extent that the court in which such Proceeding shall have been brought, was brought or is pending, pending shall determine, upon application, determine that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems properindemnification may be made.

Proceedings by or in the Right of the Company. Subject to Section 1(c), the Company shall indemnify Indemnitee shall be entitled to the rights of indemnification provided in this Agreement if, by reason of his Corporate Status, he if Indemnitee is or was a party or is threatened to be made, made a party to any threatened, pending or completed Proceeding brought action or suit by or in the right of the Company to procure a judgment in its favor. Pursuant favor by reason of the fact that he or she is or was, (1) a director, officer, employee or agent of the Company, (2) named in a registration statement filed by the Company under the Securities Act as a person who is about to this Agreementbecome a director of the Company, subject to Section 26 hereofor (3) serving at the request of the Company as a director, Indemnitee shall be indemnified officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against amounts paid in settlement and Expenses expenses (including attorneys’ fees) actually and reasonably incurred by him or on his behalf her in connection with the defense or settlement of any such Proceeding action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, ; except that no indemnification under this paragraph shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person Indemnitee shall have been adjudged to be liable to the Company, Company unless and only to the extent that the Delaware Court of Chancery or the court in which such Proceeding shall have been brought, action or suit was brought or is pendingshall determine upon application that, shall determinedespite the adjudication of liability but in view of all the circumstances of the case, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion expenses which the Delaware Court of the settlement amount and Expenses as the Chancery or such other court deems shall deem proper.

Proceedings by or in the Right of the Company. Indemnitee Indemnified Party shall be entitled to the indemnification rights of indemnification provided in this Agreement Section 3, if, by reason of his Corporate Status, he was is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this AgreementSection 3, subject to Section 26 hereof, Indemnitee Indemnified Party shall be indemnified against amounts paid in settlement and Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in in, or not opposed to to, the best interests of the Company. Notwithstanding the foregoing, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person Indemnified Party shall have been adjudged to be liable to the Company if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company, unless despite such adjudication of liability, if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding Proceedings shall have been brought, was brought or is pending, shall determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems proper.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 5 if, by reason of his Corporate Statusher status as a director of Cameron, he was she is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this AgreementSection 5, subject to Section 26 hereof, the Company shall indemnify the Indemnitee shall be indemnified against amounts paid in settlement and Expenses actually and reasonably incurred by him her or on his her behalf in connection with the defense or settlement of any such Proceeding if he she acted in good faith and in a manner he she reasonably believed to be in in, or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person the Indemnitee shall have been adjudged to be liable to the CompanyCompany or if applicable law prohibits such indemnification, unless provided, however, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the court in which such Proceeding shall have been brought, was brought or is pending, shall so determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems proper.

Proceedings by or in the Right of the Company. If the Indemnitee shall be entitled to the rights of indemnification provided in this Agreement ifwas, by reason of his Corporate Statusis or becomes a party to, he was or witness or other participant in, or is threatened to be made, made a party to to, or witness or other participant in, any threatened, pending or completed Proceeding brought by or in the right of the Company, by reason of, or in connection with, his Corporate Status, or by reason of alleged action or inaction by him in such capacity, then the Company to procure a judgment in its favor. Pursuant to this Agreementshall, subject to the limitations set forth in Section 26 hereof4.6 below, hold harmless and indemnify Indemnitee shall be indemnified against amounts paid in settlement any and all Liabilities and Expenses actually and reasonably incurred by or for him or on his behalf in connection with the defense Proceeding, unless it is established pursuant to this Agreement that the act(s) or settlement omission(s) of any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed the Indemnitee giving rise to the best interests of the Company. Notwithstanding the foregoing, Proceeding were not Good Faith Act(s) or Omission(s); except that no indemnification under this paragraph Section 4.3 shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person the Indemnitee shall have been adjudged to be liable to the Company, unless and only to the extent that a court of appropriate jurisdiction (including, but not limited to, the court in which such Proceeding was brought) shall have been broughtdetermine upon application that, was brought despite the adjudication of liability but in view of all the circumstances of the case, regardless of whether the Indemnitee’s act(s) or is pendingomission(s) were found to be a Good Faith Act(s) or Omission(s), shall determine, upon application, that the Indemnitee is fairly and reasonably entitled to indemnity indemnification for such portion of the settlement amount and Expenses as the which such court deems shall deem proper.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 4 if, by reason of his Corporate Status, he was is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreement, subject to Section 26 hereof4, Indemnitee shall be indemnified against amounts paid in settlement and Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudged to be liable to the CompanyCompany if applicable law prohibits such indemnification; provided, unless however, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought, was brought or is pending, shall determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems proper.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to If the rights of indemnification provided in this Agreement ifIndemnitee, by reason of his Corporate Status, he or by reason of alleged action or inaction by him in such capacity, was or is a party or is threatened to be made, made a party to any threatenedProceeding (whether the Indemnitee is or becomes a party, pending a witness or completed Proceeding brought otherwise is a participant in any role) by or in the right of the Company, then the Company to procure a judgment in its favor. Pursuant to this Agreementshall, subject to the limitations set forth in Section 26 hereof4.6 below, Indemnitee shall be indemnified hold harmless and indemnify him against amounts paid in settlement any and all Expenses actually and reasonably incurred by or for him or on his behalf in connection with the defense investigation, defense, settlement or settlement appeal of any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in the act(s) or not opposed omission(s) of the Indemnitee giving rise to the best interests of the Company. Notwithstanding the foregoing, Proceeding were Good Faith Act(s) or Omission(s); except that no indemnification under this paragraph Section 4.3 shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person the Indemnitee shall have been finally adjudged to be liable to the Company, unless and only to the extent that a court of appropriate jurisdiction (including, but not limited to, the court in which such Proceeding was brought) shall have been broughtdetermine upon application that, was brought despite the adjudication of liability but in view of all the circumstances of the case, regardless of whether the Indemnitee’s act(s) or is pendingomission(s) were found to be a Good Faith Act(s) or Omission(s), shall determine, upon application, that the Indemnitee is fairly and reasonably entitled to indemnity indemnification for such portion of the settlement amount and Expenses as the which such court deems shall deem proper.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 1(b) if, by reason of his or her Corporate Status, he was the Indemnitee is, or is threatened to be made, a party to or participant (as a witness or otherwise) in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Agreement, subject to Section 26 hereof1(b), Indemnitee shall be indemnified against amounts paid in settlement and all Expenses actually and reasonably incurred by him the Indemnitee, or on his behalf the Indemnitee’s behalf, in connection with the defense or settlement of any such Proceeding if he the Indemnitee (i) acted in good faith and in a manner he the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, or (ii) is not liable under Nevada Revised Statutes Section 78.138; provided, however, if applicable law so provides, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudged to be liable to the Company, Company unless and only to the extent that the court in which such Proceeding shall have been brought, the action or suit was brought or is pending, shall determine, other court of competent jurisdiction determines upon application, application that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems properindemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall will be entitled to the rights of indemnification provided in this Agreement Section 4 provides if, by reason of his Corporate Status, he was is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this AgreementSection 4, subject to Section 26 hereofthe Company will indemnify Indemnitee against, and will hold Indemnitee shall be indemnified against amounts paid harmless from and in settlement and respect of, all Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such that Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, that no indemnification under this paragraph shall against those Expenses will be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in that Proceeding as to which such person shall have Indemnitee has been adjudged to be liable to the Company, Company unless and only to the extent that the Court of Chancery, or the court in which such that Proceeding shall have has been brought, was brought or is pending, shall determinedetermines that despite the adjudication of liability but in view of all the circumstances of the case, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems properindemnification.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled To the extent permitted by applicable law and subject to the rights of indemnification provided exceptions set forth in this Agreement ifSection 4 below, by reason of his Corporate Status, he if Indemnitee was or is a party or is threatened to be made, made a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreement, subject to Section 26 hereoffavor by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Company against amounts paid in settlement and all Indemnifiable Expenses actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf in connection with the defense or settlement of any such Proceeding if he Indemnitee (i) is not liable under Section 78.138, or (ii) acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, that, if applicable law prohibits such indemnification, no indemnification under this paragraph against such expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudged to be liable to the Company, Company unless and only to the extent that the court in which such Proceeding shall have been brought, was brought or is pending, pending shall determine, upon application, determine that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems properindemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement herein if, by reason of his Corporate StatusPosition, he was is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreement, subject to Section 26 hereof5, Indemnitee shall be indemnified against Expenses and amounts paid in settlement and Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or such Proceeding, and, with respect to amounts paid in settlement of any such Proceeding if provided that he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the CompanyCompany or its shareholders. Notwithstanding the foregoing, no indemnification under this paragraph against Expenses or amounts paid in settlement shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudged to be liable to the Company; provided, unless however, that indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the court Court in which such Proceeding shall have been brought, was brought or is pending, or another court of competent jurisdiction, shall determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems proper.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 4 if, by reason of his Corporate Status, he was is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreement, subject to Section 26 hereofSection, Indemnitee shall be indemnified against amounts all Expenses (including all interest, assessments and other charges paid or payable in settlement and Expenses connection with or in respect of such Expenses) actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; PROVIDED, no HOWEVER, that indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudged to be liable to the Company, unless Company if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought, was brought or is pending, shall determine, upon application, determine that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems properindemnification may be made.

Proceedings by or in the Right of the Company. Subject to Section 1(c), the Company shall indemnify Indemnitee shall be entitled to the rights of indemnification provided in this Agreement if, by reason of his Corporate Status, he if Indemnitee is or was a party or is threatened to be made, made a party to any threatened, pending or completed Proceeding brought action or suit by or in the right of the Company to procure a judgment in its favor. Pursuant favor by reason of the fact that he or she is or was, (1) a director, officer, employee or agent of the Company, (2) named in a registration statement filed by the Company under the Securities Act as a person who is about to this Agreementbecome a director of the Company, subject to Section 26 hereofor (3) serving at the request of the Company as a director, Indemnitee shall be indemnified officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against amounts paid in settlement and Expenses expenses (including attorneys' fees) actually and reasonably incurred by him or on his behalf her in connection with the defense or settlement of any such Proceeding action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, ; except that no indemnification under this paragraph shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person Indemnitee shall have been adjudged to be liable to the Company, Company unless and only to the extent that the Delaware Court of Chancery or the court in which such Proceeding shall have been brought, action or suit was brought or is pendingshall determine upon application that, shall determinedespite the adjudication of liability but in view of all the circumstances of the case, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion expenses which the Delaware Court of the settlement amount and Expenses as the Chancery or such other court deems shall deem proper.

Proceedings by or in the Right of the Company. Indemnitee The Indemnified Party shall be entitled to the indemnification rights of indemnification provided in this Agreement Section 2, if, by reason of his Corporate Status, he was is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this AgreementSection 2, subject to Section 26 hereof, Indemnitee the Indemnified Party shall be indemnified against amounts paid in settlement and Expenses to the extent actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in in, or not opposed to to, the best interests of the Company. Notwithstanding the foregoing, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person the Indemnified Party shall have been adjudged to be liable to the Company if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company, unless despite such adjudication of liability, if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding Proceedings shall have been brought, was brought or is pending, shall determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems proper.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement if, by reason of his Indemnitee’s Corporate Status, he Indemnitee was or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreement, subject to Section 26 hereof, Indemnitee shall be indemnified against amounts paid in settlement and Expenses actually and reasonably incurred by him Indemnitee or on his behalf of Indemnitee in connection with the defense or settlement of any such Proceeding if he 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 Company. Notwithstanding the foregoing, no indemnification under this paragraph Section shall be made in respect of (1i) a threatened or pending Proceeding which is settled or otherwise disposed of, of or (2ii) any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company, unless and only to the extent that the court in which such Proceeding shall have been brought, was brought or is pending, shall determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems proper.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement if, by reason of his Corporate Status, he was or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreement, subject to Section 26 hereof, Indemnitee shall be indemnified against amounts paid in settlement and Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification under this paragraph shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company, unless and only to the extent that the court in which such Proceeding shall have been brought, was brought or is pending, shall determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems proper.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in Section 2 and this Agreement Section 4 if, by reason of his Corporate Status, he was is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this AgreementSection 4, subject to Section 26 hereofthe Company shall indemnify Indemnitee against, and shall hold Indemnitee shall be indemnified against amounts paid harmless from and in settlement and respect of, all Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or with, and any amounts paid in settlement of any of, such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudged to be liable to the CompanyCompany if applicable law prohibits such indemnification; PROVIDED, unless HOWEVER, if applicable law so permits, indemnification against such Expenses shall nevertheless be made by the Company in such event if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought, was brought or is pending, shall determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems proper.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 1(b) if, by reason of his Corporate Status, he was the Indemnitee is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Agreement, subject to Section 26 hereof1(b), Indemnitee shall be indemnified against amounts paid in settlement and all Expenses actually and reasonably incurred by him the Indemnitee, or on his behalf the Indemnitee’s behalf, in connection with the defense or settlement of any such Proceeding if he the Indemnitee acted in good faith and in a manner he the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, if applicable law so provides, no indemnification under this paragraph against such Expenses shall be made (i) in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudged to be liable to the Company, Company unless and only to the extent that the court in which the Proceeding is or was pending shall determine that such Proceeding shall have been brought, was brought indemnification may be made; (ii) of amounts paid in settling or otherwise disposing of a pending action without court approval; and (iii) of Expenses incurred in defending a pending action which is pending, shall determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion settled or otherwise disposed of the settlement amount and Expenses as the without court deems properapproval.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement if, by reason of his Indemnitee’s Corporate Status, he Indemnitee was or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreement, subject to Section 26 hereof, Indemnitee shall be indemnified against amounts paid in settlement and Expenses actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf in connection with the defense or settlement of any such Proceeding if he 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 Company. Notwithstanding the foregoing, no indemnification under this paragraph shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company, unless and only to the extent that the court in which such Proceeding shall have been brought, was brought or is pending, shall determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems proper.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 4 if, by reason of his Corporate Status, he was was, is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this AgreementSection 4, subject to Section 26 hereof, the Company shall indemnify the Indemnitee shall be indemnified against amounts paid in settlement and Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person the Indemnitee shall have been adjudged to be liable to the Company, Company or if applicable law prohibits such indemnification unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such Proceeding shall have been brought, was brought or is pendingshall determine upon application that, shall determinedespite the adjudication of liability but in view of all the circumstances of the case, upon application, that the Indemnitee is fairly and reasonably entitled to indemnity for such portion expenses which the Court of Chancery of the settlement amount and Expenses as the State of Delaware or such other court deems shall deem proper.

Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee shall be entitled to in the rights of indemnification provided in this Agreement if, by reason of his Corporate Status, he event that Indemnitee was or is a party or is threatened to be made, made a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreementfavor by reason of Indemnitee’s Corporate Status, subject to Section 26 hereof, Indemnitee shall be indemnified against amounts paid in settlement and Expenses actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf in connection with the defense or settlement of any such Proceeding if he 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 Company. Notwithstanding the foregoing, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person Indemnitee shall have been adjudged to be liable to the Company, Company unless and only to the extent that the Court of Chancery or the court in which such Proceeding shall have been brought, was brought or is pendingshall determine upon application that, shall determinedespite the adjudication of liability but in view of all the circumstances of the case, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion Expenses which the Court of the settlement amount and Expenses as the Chancery or such other court deems shall deem proper.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section if, by reason of his Corporate Status, he is, was or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreement, subject to Section 26 hereofSection, Indemnitee shall be indemnified against Expenses and amounts paid in settlement and Expenses (such settlement amounts not to exceed, in the judgment of the Board, the estimated expense of litigating the Proceeding to conclusion) actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such Proceeding if he or she acted in good faith and in a manner he reasonably believed to be in absent his or not opposed to the best interests of the Companyher fraud or willful default. Notwithstanding the foregoing, no indemnification under this paragraph against such Expenses or amounts paid in settlement shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in any such Proceeding as to which such person shall have Indemnitee has been adjudged to be liable to the Company, Company if applicable law prohibits such indemnification unless and only to the extent that the court in which such Proceeding shall have been brought, was brought or is pending, shall determine, upon application, determine that Indemnitee is fairly and reasonably entitled to indemnity for such portion of indemnification against Expenses or amounts paid in settlement may nevertheless be made by the settlement amount and Expenses as the court deems properCompany.

Proceedings by or in the Right of the Company. In the event that the Indemnitee shall be entitled to the rights of indemnification provided in this Agreement ifwas or is a party, by reason of his Corporate Status, he was or is threatened to be mademade a party, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant favor by reason of the fact that the Indemnitee is or was a Representative of the Company or is or was serving at the request of the Company as a Representative of another Enterprise, the Company shall indemnify the Indemnitee, to this Agreementthe fullest extent provided by law, subject to Section 26 hereof, Indemnitee shall be indemnified against amounts paid in settlement all Expenses and Expenses Resolution Amounts actually and reasonably incurred by him or on his behalf the Indemnitee in connection with a Proceeding, so long as the defense or settlement of any such Proceeding if he Indemnitee acted in good faith and in a manner he the Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Company. Notwithstanding the foregoing, no indemnification Indemnification shall not be made under this paragraph shall be made section in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person shall have the Indemnitee has been adjudged to be liable to the Company, unless and only to the extent that the court in which such Proceeding shall have been brought, the action was brought or is pendingdetermines that, shall determinedespite the adjudication of liability but in view of all the circumstances of the case, upon application, that the Indemnitee is fairly and reasonably entitled to indemnity for the amounts that such portion court or another court of the settlement amount and Expenses as the court competent jurisdiction deems proper.

Proceedings by or in the Right of the Company. Indemnitee The Company shall be entitled indemnify Indemnitee, to the rights of indemnification provided in this Agreement fullest extent permitted by law, if, by reason of his Corporate Status, he or by reason of any action alleged to have been taken or omitted on the part of Indemnitee while serving in such capacity, Indemnitee was or is a party or is threatened to be made, made a party to or is otherwise involved in (e.g. as a witness) any threatened, pending or completed Proceeding brought by or in the right of the Company or any Subsidiary to procure a judgment in its favor. Pursuant , against all Expenses, and, to this Agreementthe extent permitted by law, subject to Section 26 hereof, Indemnitee shall be indemnified against amounts paid in settlement settlement, including without limitation all interest, assessments and Expenses other charges paid or payable in connection with or in respect of the foregoing, actually and reasonably incurred by him Indemnitee or on his behalf in connection with the defense or settlement of any such Proceeding if he or any claim, issue or matter therein, provided 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 Company. Notwithstanding the foregoingCompany or such Subsidiary, except that, if applicable law so provides, no such indemnification under this paragraph shall be made under this Section 2(b) in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed ofany Proceeding, or (2) any claim, issue or matter as to which such person Indemnitee shall have been adjudged finally adjudicated by court orders or judgment to be liable to the CompanyCompany or such Subsidiary, unless and only to the extent that the Delaware Court of Chancery or any other court in which such Proceeding shall have been brought, is or was brought or is pendingshall determine upon application that, shall determinedespite the adjudication of liability but in view of all the circumstances of the case, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount reasonable Expenses and Expenses other amounts as the Court of Chancery or other such court deems shall deem proper.

Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee shall be entitled to in the rights of indemnification provided in this Agreement if, by reason of his Corporate Status, he event that such Indemnitee was or is a party or is threatened to be made, made a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant favor relating to this Agreementor arising out of or in connection with any Indemnified Matter, subject to Section 26 hereof, Indemnitee shall be indemnified against amounts paid in settlement and Expenses actually and reasonably incurred by him such Indemnitee or on his such Indemnitee’s behalf in connection with the defense or settlement of any such Proceeding if he such Indemnitee acted in good faith and in a manner he such Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person Indemnitee shall have been finally adjudged to be liable to the Company, Company unless and only to the extent that the court in which such Proceeding shall have been brought, was brought or is pendingshall determine upon application that, shall determinedespite the adjudication of liability but in view of all the circumstances of the case, upon application, that such Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as which the court deems shall deem proper.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in Section 2 and this Agreement Section 4 if, by reason of his Corporate Status, he was is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this AgreementSection 4, subject to Section 26 hereofthe Company shall indemnify Indemnitee against, and shall hold Indemnitee shall be indemnified against amounts paid harmless from and in settlement and respect of, all Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or with, and any amounts paid in settlement of any of, such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudged to be liable to the CompanyCompany if applicable law prohibits such indemnification; provided, unless however, if applicable law so permits, indemnification against such Expenses shall nevertheless be made by the Company in such event if and only to the extent that the court in which such Proceeding shall have been brought, was brought or is pending, shall determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems proper.

Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee shall be entitled if the Indemnitee is a party to the rights of indemnification provided in this Agreement if, by reason of his Corporate Status, he was or is threatened to be made, made a party to or is otherwise involved in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant favor by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to this Agreementany employee benefit or welfare plan, subject to Section 26 hereof, Indemnitee shall be indemnified against amounts paid in settlement and Expenses which are actually and reasonably incurred by him or on his behalf the Indemnitee in connection with the defense or settlement of any such Proceeding a Proceeding, if he the Indemnitee acted in good faith and in a manner he the Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Company. Notwithstanding the foregoing, ; except that no indemnification under this paragraph section shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person shall have been adjudged adjudicated by final judgment by a court of competent jurisdiction to be liable to the Company for willful misconduct in the performance of his/her duty to the Company, unless and only to the extent that the court in which such Proceeding shall have been brought, was brought or is pendingshall determine upon application that, shall determinedespite the adjudication of liability but in view of all the circumstances of the case, upon application, that Indemnitee such person is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the amounts which such other court deems shall deem proper.

Proceedings by or in the Right of the Company. Indemnitee shall will be entitled to the rights of indemnification provided in this Agreement Section 4 provides if, by reason of his Corporate Status, he was was, is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this AgreementSection 4, subject to Section 26 hereofthe Company will indemnify Indemnitee against, and will hold Indemnitee shall be indemnified against amounts paid harmless from and in settlement and respect of, all Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such that Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, that no indemnification under this paragraph shall against those Expenses will be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in that Proceeding as to which such person shall have Indemnitee has been adjudged to be liable to the Company, Company unless and only to the extent that the Court of Chancery, or the court in which such that Proceeding shall have has been brought, was brought or is pendingpending determines that despite the adjudication of liability but in view of all the circumstances of the case, shall determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems properindemnification.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 4 if, by reason of his Corporate Status, he was is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreement, subject to Section 26 hereofSection, Indemnitee shall be indemnified against amounts paid in settlement and all Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or with, and any amounts paid in settlement of any of, such Proceeding if (a) he is not liable pursuant to NRS 78.138, or (b) he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, that, only if applicable law so provides, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudged by a court of competent jurisdiction after exhaustion of all appeals to be liable to the Company, Company or for amounts paid in settlement to the Company unless and only to the extent that a court having jurisdiction over Indemnitee and Company in an action filed by either concerning this Agreement, or the court in which such Proceeding shall have been brought, was brought or is pending, shall determine, upon application, determine that Indemnitee in view of all the circumstances of the case he is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems properExpenses.

Proceedings by or in the Right of the Company. Indemnitee shall be --------------------------------------------- entitled to the rights of indemnification provided in this Agreement Section 5 if, by reason of his Corporate Status, he was or she was, is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreement, subject to Section 26 hereof5, Indemnitee shall be indemnified against Expenses and, to the extent permitted by applicable law, amounts paid in settlement and Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with the defense or settlement of any such Proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person Indemnitee shall have been adjudged to be liable to the Company; provided however, unless and only that indemnification against Expenses shall nevertheless be made by the Company in such event to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought, was brought or is pending, shall determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems proper.

Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee shall be entitled to in the rights of indemnification provided in this Agreement if, by reason of his Corporate Status, he event that Indemnitee was or is a party or is threatened to be made, made a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreementfavor by reason of Indemnitee's Corporate Status, subject to Section 26 hereof, Indemnitee shall be indemnified against amounts paid in settlement and Expenses actually and reasonably incurred by him Indemnitee or on his Indemnitee's behalf in connection with the defense or settlement of any such Proceeding if he 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 Company. Notwithstanding the foregoing, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person Indemnitee shall have been adjudged to be liable to the Company, Company unless and only to the extent that the Court of Chancery or the court in which such Proceeding shall have been brought, was brought or is pendingshall determine upon application that, shall determinedespite the adjudication of liability but in view of all the circumstances of the case, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion Expenses which the Court of the settlement amount and Expenses as the Chancery or such other court deems shall deem proper.

Proceedings by or in the Right of the Company. Indemnitee Director shall be entitled to the indemnification rights of indemnification provided in this Agreement Section 3, if, by reason of his Director’s Corporate Status, he was Director is, or is threatened to be made, a party to, or is or is required to prepare to be a witness to, any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this AgreementSection 3, subject to Section 26 hereof, Indemnitee Director shall be indemnified against amounts paid in settlement and Expenses actually and reasonably incurred by him Director or on his Director’s behalf in connection with the defense or settlement of any such Proceeding if he Director acted in good faith and in a manner he Director reasonably believed to be in in, or not opposed to to, the best interests of the Company. Notwithstanding the foregoing, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person Director shall have been adjudged to be liable to the CompanyCompany if applicable law prohibits such indemnification; provided, unless however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company despite such adjudication of liability, if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought, was brought or is pending, shall determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems proper.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement ifSection 3.3, if by reason of his Indemnitee’s Corporate Status, he was Indemnitee is, or is threatened to be madebe, made a party to any threatened, pending or completed Proceeding brought by or in the right of the Company or any of the Other Entities to procure a judgment in its favor. Pursuant Subject to the last sentence of this Agreement, subject to Section 26 hereof3.3, Indemnitee shall be indemnified against amounts paid in settlement and Expenses actually and reasonably all Liabilities incurred by him Indemnitee or on his Indemnitee’s behalf in connection with the defense or settlement of any such Proceeding or any claim, issue or matter herein, if he 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 CompanyCompany or the Other Entities. Notwithstanding the foregoing, no No indemnification under this paragraph of Liabilities shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudged to be liable to the Company, Company or the Other Entities unless and only to the extent that a court of competent jurisdiction in the State of Delaware, or the court in which such Proceeding shall have been was brought, was brought or determines such indemnification is pending, shall determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems proper.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 4 if, by reason of his Corporate Status, he was was, is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this AgreementSection 4, subject to Section 26 hereof, the Company shall indemnify the Indemnitee shall be indemnified against amounts paid in settlement and Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person the Indemnitee shall have been adjudged to be liable to the Company, Company or if applicable law prohibits such indemnification unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such Proceeding shall have been brought, was brought or is pendingshall determine upon application that, shall determinedespite the adjudication of liability but in view of all the circumstances of the case, upon application, that the Indemnitee is fairly and reasonably entitled to indemnity for such portion expenses which the Court of Chancery of the settlement amount and Expenses as the State of Delaware of such other court deems shall deem proper.

Proceedings by or in the Right of the Company. Indemnitee shall be --------------------------------------------- entitled to the indemnification rights of indemnification provided in this Agreement Section 3, if, by reason of his Corporate Status, he was is, or is threatened to be made, a party to to, or otherwise incurs Expenses in connection with, any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreement, subject to Section 26 hereof3, Indemnitee shall be indemnified against amounts paid in settlement and Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in in, or not opposed to to, the best interests of the Company. Notwithstanding the foregoingforgoing, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudged to be liable to the CompanyCompany if applicable law prohibits such indemnification; provided, unless however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company despite such adjudication of liability, if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought, was brought or is pending, shall determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems proper.. Exhibit A Executive Employment Agreement Xxxxxxx X. Xxxxxxxx

Proceedings by or in the Right of the Company. Subject to the provisions of this Agreement, Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 4 if, by reason of his Corporate Status, he was is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreement, Section 4 but subject to Section 26 hereofthe provisions of this Agreement, Indemnitee shall be indemnified against amounts paid in settlement and all Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; PROVIDED, HOWEVER, that, if applicable law so provides, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudged to be liable to the Company, Company unless and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought, was brought or is pending, shall determine, upon application, determine that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems properindemnification may be made.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 4 if, by reason of his Corporate Status, he was is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this AgreementSection 4, subject to Section 26 hereof, the Company shall indemnify the Indemnitee shall be indemnified against amounts paid in settlement and Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person the Indemnitee shall have been adjudged to be liable to the CompanyCompany or if applicable law prohibits such indemnification; provided, unless however, that, in such event, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company if and only to the extent that the court in which such Proceeding shall have been brought, was brought or is pending, pending shall so determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems proper.

Proceedings by or in the Right of the Company. In the event Indemnitee shall be entitled was or is a party to the rights of indemnification provided in this Agreement ifor other participant in, by reason of his Corporate Status, he was or is threatened to be made, made a party to any threatenedor other participant in, pending or completed a Proceeding brought by or in the right of the Company or any subsidiary of the Company to procure a judgment in its favor. Pursuant favor by reason of (or arising in part out of ) an Indemnifiable Event, the Company shall indemnify Indemnitee from and against any and all Expenses, liabilities, losses, judgments, fines, and, to the fullest extent permitted by law, amounts paid in settlement, any interest, assessments or other charges imposed thereon and any federal, state, local or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement, subject in each case to Section 26 hereof, Indemnitee shall be indemnified against amounts paid in settlement and Expenses the extent actually and reasonably incurred by him or on his behalf Indemnitee in connection with the defense or settlement of any such Proceeding if he 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 Company. Notwithstanding the foregoingCompany and its sstockholders; provided, however, that no indemnification under this paragraph shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person Indemnitee shall have been adjudged to be liable to the Company, Company unless and only to the extent that the court in which such Proceeding shall have been brought, was brought or is pendingshall determine upon application that, shall determinedespite the adjudication of liability but in view of all the circumstances of the case, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as which the court deems shall deem proper.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement ifIf, by reason of his Indemnitee’s Corporate Status, he was Indemnitee was, is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant , the Company shall, to this Agreementthe fullest extent permitted under applicable law and so long as Indemnitee has not engaged in Disabling Conduct, subject to Section 26 hereofindemnify Indemnitee with respect to, and hold Indemnitee shall be indemnified against amounts paid in settlement harmless from and against, all Expenses actually and reasonably incurred by him Indemnitee or on his behalf of Indemnitee in connection with the defense or settlement of any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoingProceeding; provided, no however, that indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudged by a court of competent jurisdiction to be liable to the Company, unless Company only if (and only to the extent that that) the court in which such Proceeding shall have been brought, was brought or is pendingpending shall determine that, shall determinedespite such adjudication of liability and in view of all circumstances, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as which the court deems shall deem proper.

Proceedings by or in the Right of the Company. Indemnitee Officer shall be entitled to the indemnification rights of indemnification provided in this Agreement Section 3, if, by reason of his Officer's Corporate Status, he Officer was or is, or is threatened to be made, a party to or is involved in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this AgreementSection 3, subject to Section 26 hereof, Indemnitee Officer shall be indemnified against amounts paid in settlement and Expenses actually and reasonably incurred by him Officer or on his Officer's behalf in connection with the defense or settlement of any such Proceeding if he Officer acted in good faith and in a manner he Officer reasonably believed to be in in, or not opposed to to, the best interests of the Company. Notwithstanding the foregoing, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person Officer shall have been adjudged to be liable to the CompanyCompany if applicable law prohibits such indemnification; provided, unless however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company despite such adjudication of liability, if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought, was brought or is pending, shall determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems proper.

Proceedings by or in the Right of the Company. Subject to the exceptions set forth in Section 15, Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 4 if, by reason of his Corporate Status, he was is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreement, subject to Section 26 hereof4, Indemnitee shall be indemnified by the Company to the full extent permitted by applicable law against amounts paid in settlement and Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudged to be liable to the CompanyCompany if applicable law prohibits such indemnification; provided, unless however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought, was brought or is pending, shall determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems proper.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 4 if, by reason of his Corporate Status, he was is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreement, subject to Section 26 hereofSection, Indemnitee shall be indemnified against amounts paid in settlement and Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudged to be liable to the CompanyCompany if applicable law prohibits such indemnification; provided, unless however, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the court Ontario Court (General Division), or the Court in which such Proceeding shall have been brought, was brought or is pending, shall determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems proper.

Proceedings by or in the Right of the Company. The Company shall indemnify each Indemnitee shall be entitled to in the rights of indemnification provided in this Agreement if, by reason of his Corporate Status, he event that such Indemnitee was or is a party or is threatened to be made, made a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant favor relating to this Agreementor arising out of or in connection with any Indemnified Matter, subject to Section 26 hereof, Indemnitee shall be indemnified against amounts paid in settlement and Expenses actually and reasonably incurred by him such Indemnitee or on his such Indemnitee’s behalf in connection with the defense or settlement of any such Proceeding if he such Indemnitee acted in good faith and in a manner he such Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person Indemnitee shall have been finally adjudged to be liable to the Company, Company unless and only to the extent that the court in which such Proceeding shall have been brought, was brought or is pendingshall determine upon application that, shall determinedespite the adjudication of liability but in view of all the circumstances of the case, upon application, that such Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as which the court deems shall deem proper.

Proceedings by or in the Right of the Company. Subject to Section 1(c), the Company shall indemnify Indemnitee shall be entitled to the rights of indemnification provided in this Agreement if, by reason of his Corporate Status, he if Indemnitee is or was a party or is threatened to be made, made a party to any threatened, pending or completed Proceeding brought action or suit by or in the right of the Company to procure a judgment in its favor. Pursuant favor by reason of the fact that he or she is or was (1) a director, officer, employee or agent of the Company, (2) named in a registration statement filed by the Company under the Securities Act as a person who is about to this Agreementbecome a director of the Company, subject to Section 26 hereofor (3) serving at the request of the Company as a director, Indemnitee shall be indemnified officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against amounts paid in settlement and Expenses expenses (including attorneys' fees) actually and reasonably incurred by him or on his behalf her in connection with the defense or settlement of any such Proceeding action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, ; except that no indemnification under this paragraph shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person Indemnitee shall have been adjudged to be liable to the Company, Company unless and only to the extent that the Delaware Court of Chancery or the court in which such Proceeding shall have been brought, action or suit was brought or is pendingshall determine upon application that, shall determinedespite the adjudication of liability but in view of all the circumstances of the case, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion expenses which the Delaware Court of the settlement amount and Expenses as the Chancery or such other court deems shall deem proper.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 4 if, by reason of his Corporate Status, he was is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreement, subject to Section 26 hereofSection, Indemnitee shall be indemnified against amounts paid in settlement and all Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such Proceeding if (a) he is not liable pursuant to Applicable Laws or (b) he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, that, only if Applicable Laws so provides, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudged to be liable to the Company, or of amounts paid in settlement to the Company, unless and only to the extent that a court having jurisdiction over Indemnitee and Company in an action filed by either concerning this Agreement, or the court in which such Proceeding shall have been brought, was brought or is pending, shall determine, upon application, determine that Indemnitee in view of all the circumstances of the case he is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems properExpenses.

Proceedings by or in the Right of the Company. Indemnitee Director shall be entitled to the indemnification rights of indemnification provided in this Agreement Section 3, if, by reason of his Corporate Status, he was or is, or is threatened to be made, a party to or is involved in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this AgreementSection 3, subject to Section 26 hereof, Indemnitee Director shall be indemnified against amounts paid in settlement and Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in in, or not opposed to to, the best interests of the Company. Notwithstanding the foregoing, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person Director shall have been adjudged to be liable to the CompanyCompany if applicable law prohibits such indemnification; provided, unless however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company despite such adjudication of liability, if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought, was brought or is pending, shall determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems proper.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 4 if, by reason of his Corporate Status, he was is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreement, subject to Section 26 hereofSection, Indemnitee shall be indemnified to the full extent of the law against amounts paid in settlement and Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudged to be liable to the CompanyCompany if applicable law prohibits such indemnification; provided, unless however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the Courts of the State of Texas, or the court in which such Proceeding shall have been brought, was brought or is pending, shall determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems proper.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section if, by reason of his Corporate Status, he is, was or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreement, subject to Section 26 hereofSection, Indemnitee shall be indemnified against Expenses and amounts paid in settlement and Expenses (such settlement amounts not to exceed, in the judgment of the Board, the estimated expense of litigating the Proceeding to conclusion) actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such Proceeding if he or she acted in good faith and in a manner he reasonably believed to be in absent his or not opposed to the best interests of the Companyher fraud or willful default. Notwithstanding the foregoing, no indemnification under this paragraph against such Expenses or amounts paid in settlement shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in any such Proceeding as to which such person shall have Indemnitee has been adjudged to be liable to the Company, Company and/or if applicable law prohibits such indemnification unless and only to the extent that the court in which such Proceeding shall have been brought, was brought or is pending, shall determine, upon application, determine that Indemnitee is fairly and reasonably entitled to indemnity for such portion of indemnification against Expenses or amounts paid in settlement may nevertheless be made by the settlement amount and Expenses as the court deems properCompany.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 1(b) if, by reason of his Corporate Status, he was is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreement, subject to Section 26 hereof1(b), Indemnitee shall be indemnified against amounts paid in settlement and all Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, that, if applicable law so provides, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudged to be liable to the CompanyCompany unless, unless and only to the extent extent, that the Court of Chancery of the State of Delaware or the court in which such Proceeding shall have been brought, was brought or is pending, shall determinedetermine upon application that, upon applicationdespite the adjudication of liability but in view of all the circumstances of the case, that Indemnitee is fairly and reasonably entitled to indemnity indemnification for such portion of the settlement amount costs, judgments, penalties, fines, liabilities and Expenses as the such court deems shall deem proper.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 4 if, by reason of his [his][her] Corporate Status, he was [s]he is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreement, subject to Section 26 hereofSection, Indemnitee shall be indemnified against amounts all Expenses (including all interest, assessments and other charges paid or payable in settlement and Expenses connection with or in respect of such Expenses) actually and reasonably incurred by him [him][her] or on his [his][her] behalf in connection with the defense or settlement of any such Proceeding if he [s]he acted in good faith and in a manner he [s]he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, no however, that indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudged by a court of competent jurisdiction to be liable to the Company, unless Company if and only to the extent that the Chancery Court of the State of Delaware (the “Delaware Court”), or court in which such Proceeding shall have been brought, was brought or is pending, shall determinedetermine that despite such adjudication of liability and in light of all circumstances, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems properindemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall will be entitled to the rights of indemnification provided in this Agreement Section 4 if, by reason of his Corporate Status, he was is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this AgreementSection 4, subject to Section 26 hereofthe Company will indemnify Indemnitee against, and shall hold Indemnitee shall be indemnified against amounts paid harmless from and in settlement and respect of, all Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; PROVIDED, HOWEVER, that, if applicable law so provides, no indemnification under this paragraph shall against such Expenses will be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudged to be liable to the Company, Company unless and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought, was brought or is pending, shall determine, upon application, determine that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems properindemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 5 if, by reason of his Corporate Status, he was was, is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreement, subject to Section 26 hereof5, Indemnitee shall be indemnified against Expenses and, to the extent permitted by applicable law, amounts paid in settlement and Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person Indemnitee shall have been adjudged to be liable to the Company; provided however, unless and only that indemnification against Expenses shall nevertheless be made by the Company in such event to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought, was brought or is pending, shall determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems proper.

Proceedings by or in the Right of the Company. Indemnitee shall will be entitled to the rights of indemnification provided in this Agreement Section 4 provides if, by reason of his Corporate Status, he was is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this AgreementSection 4, subject to Section 26 hereofthe Company will indemnify Indemnitee against, and will hold Indemnitee shall be indemnified against amounts paid harmless from and in settlement and respect of, all Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such that Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, that no indemnification under this paragraph shall against those Expenses will be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in that Proceeding as to which such person shall have Indemnitee has been adjudged to be liable to the Company, Company unless and only to the extent that the court in which such that Proceeding shall have has been brought, was brought or is pending, shall determinedetermines that despite the adjudication of liability but in view of all the circumstances of the case, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems properindemnification.

Proceedings by or in the Right of the Company. Subject to the condition set forth in this Section 4, Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 4 if, by reason of his Corporate Status, he was is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreement, subject to Section 26 hereof4, Indemnitee shall be indemnified against amounts paid in settlement and all Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in in, or not opposed to to, the best interests of the Company. Notwithstanding the foregoing; PROVIDED, however, that, if Applicable Law so provides, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudged to be liable to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware (the "Chancery Court"), or the court in which such Proceeding shall have been brought, was brought or is pending, shall determine, upon application, determine that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems properindemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in Section 2 and this Agreement Section 4 if, by reason of his Corporate Status, he was is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this AgreementSection 4, subject to Section 26 hereofthe Company shall indemnify Indemnitee against, and shall hold Indemnitee shall be indemnified against amounts paid harmless from and in settlement and respect of, all Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or with, and any amounts paid in settlement of any of, such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudged to be liable to the CompanyCompany if applicable law prohibits such indemnification; provided, unless however, if applicable law so permits, indemnification against such Expenses shall nevertheless be made by the Company in such event if and only to the extent that the Court of Chancery (as hereinafter defined), or the court in which such Proceeding shall have been brought, was brought or is pending, shall determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems proper.. 1173878v1

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 4 if, by reason of his Corporate Status, he was is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreement, subject to Section 26 hereofSection, Indemnitee shall be indemnified to the full extent of the law against amounts paid in settlement and Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudged to be liable to the CompanyCompany if applicable law prohibits such indemnification; PROVIDED, unless HOWEVER, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the court in which such Proceeding shall have been brought, was brought or is pendingpending or other court of competent jurisdiction, shall determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems proper.

Proceedings by or in the Right of the Company. Indemnitee Director shall be entitled to the rights of indemnification provided in this Agreement Section 3(b) if, by reason of his or her Corporate Status, he was Director is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this AgreementSection 3(b), subject to Section 26 hereof, Indemnitee Director shall be indemnified against amounts paid in settlement (i) all Expenses, judgments, penalties, and Expenses fines actually and reasonably incurred by him or her, or on his behalf or her behalf, in connection with the defense such Proceeding or any claim, issue, or matter in such Proceeding; and (ii) all amounts paid in settlement of actually and reasonably incurred by him or her, or on his or her behalf, in connection with such Proceeding or any claim, issue, or matter in such Proceeding if he Director acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the CompanyCompany or its shareholders. Notwithstanding the foregoing, if applicable law so provides, no indemnification under this paragraph pursuant to the preceding sentence (including, without limitation, against Expenses) shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue issue, or matter in such Proceeding as to which such person Director shall have been adjudged to be liable to the Company, Company unless and only to the extent that the a court in which of competent jurisdiction shall determine that such Proceeding shall have been brought, was brought or is pending, shall determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems properindemnification may be made.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 3 if, by reason of his Corporate Status, he was is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this AgreementSection 3, subject to Section 26 hereof, the Company shall indemnify the Indemnitee shall be indemnified against amounts paid in settlement and Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person the Indemnitee shall have been adjudged to be liable to the CompanyCompany or if applicable law prohibits such indemnification; provided, unless however, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the court in which such Proceeding shall have been brought, was brought or is pending, shall so determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems proper.

Proceedings by or in the Right of the Company. Subject to --------------------------------------------- the provisions of this Agreement, Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 4 if, by reason of his Corporate Status, he was is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreement, Section but subject to Section 26 hereofthe provisions of this Agreement, Indemnitee shall be indemnified against amounts paid in settlement and all Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, that, if -------- ------- applicable law so provides, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudged to be liable to the Company, Company unless and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought, was brought or is pending, shall determine, upon application, determine that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems properindemnification may be made.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 4 if, by reason of his Corporate Status, he was is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this AgreementSection 4, subject to Section 26 hereof, the Company shall indemnify the Indemnitee shall be indemnified against amounts paid in settlement and Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in in, or not opposed to to, the best interests of the CompanyCompany or in a manner otherwise expressly permitted under the Certificate, the Bylaws, or the Stockholders Agreement. Notwithstanding the foregoing, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person the Indemnitee shall have been adjudged to be liable to the CompanyCompany or if applicable law prohibits such indemnification; provided, unless however, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the court in which such Proceeding shall have been brought, was brought or is pending, shall so determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems proper.

Proceedings by or in the Right of the Company. Indemnitee shall will be entitled to the rights of indemnification provided in this Agreement Section 4 provides if, by reason of his Corporate Status, he was is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this AgreementSection 4, subject to Section 26 hereofthe Company will indemnify Indemnitee against, and will hold Indemnitee shall be indemnified against amounts paid harmless from and in settlement and respect of, all Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such that Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, that, if applicable law so provides, no indemnification under this paragraph shall against those Expenses will be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in that Proceeding as to which such person shall have Indemnitee has been adjudged to be liable to the Company, Company unless and only to the extent that the Court of Chancery, or the court in which such that Proceeding shall have has been brought, was brought or is pending, shall determine, upon application, determines that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems properindemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 1(b) if, by reason of his Corporate Status, he was the Indemnitee is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Agreement, subject to Section 26 hereof1(b), Indemnitee shall be indemnified against amounts paid in settlement and all Expenses actually and reasonably incurred by him the Indemnitee, or on his behalf the Indemnitee’s behalf, as well as amounts paid in settlement, in connection with the defense or settlement of any such Proceeding if he the Indemnitee acted in good faith and in a manner he the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, if applicable law so provides, no indemnification under this paragraph against such Expenses or settlement shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudged by a court of competent jurisdiction to be liable to the CompanyCompany with respect to the matter claimed for indemnification, after exhaustion of all appeals therefrom, unless and only to the extent that any court of the State of Nevada or the court in which such Proceeding shall have been brought, action or suit was brought or is pending, shall determine, upon application, determine that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems properindemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 4 if, by reason of his Corporate Status, he was is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this AgreementSection 4, subject to Section 26 hereofthe Company shall indemnify Indemnitee against, and shall hold Indemnitee shall be indemnified against amounts paid harmless from and in settlement and respect of, all Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudged to be liable to the CompanyCompany if applicable law prohibits such indemnification; PROVIDED, unless HOWEVER, if applicable law so permits, indemnification against such Expenses shall nevertheless be made by the Company in such event if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought, was brought or is pending, shall determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems proper.

Proceedings by or in the Right of the Company. Indemnitee shall will be entitled to the rights of indemnification provided in this Agreement Section 4 provides if, by reason of his her Corporate Status, he was she is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this AgreementSection 4, subject to Section 26 hereofthe Company will indemnify Indemnitee against, and will hold Indemnitee shall be indemnified against amounts paid harmless from and in settlement and respect of, all Expenses actually and reasonably incurred by him her or on his her behalf in connection with the defense or settlement of any such that Proceeding if he she acted in good faith and in a manner he she reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, that no indemnification under this paragraph shall against those Expenses will be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in that Proceeding as to which such person shall have Indemnitee has been adjudged to be liable to the Company, Company unless and only to the extent that the Court of Chancery, or the court in which such that Proceeding shall have has been brought, was brought or is pending, shall determinedetermines that despite the adjudication of liability but in view of all the circumstances of the case, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems properindemnification.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 4 if, by reason of his Corporate Status, he was is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreement, subject to Section 26 hereofSection, Indemnitee shall be indemnified against amounts paid in settlement and Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudged to be liable to the CompanyCompany if applicable law prohibits such indemnification; provided, unless however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought, was brought or is pending, shall determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems proper.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 1(b) if, by reason of his Corporate Status, he was is or was, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Agreement, subject to Section 26 hereof1(b), Indemnitee shall be indemnified against all Expenses, judgments, penalties, fines and amounts paid in settlement and Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, that, if applicable law so provides, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudged to be liable to the Company, Company unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such Proceeding shall have been brought, was brought or is pending, shall determine, upon application, determine that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems properindemnification may be made.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement if, by reason of his Indemnitee’s Corporate Status, he Indemnitee was or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreement, subject to Section 26 hereof, Indemnitee shall be indemnified against amounts paid in settlement and Expenses actually and reasonably incurred by him Indemnitee or on his behalf of Indemnitee in connection with the defense or settlement of any such Proceeding if he 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 Company. Notwithstanding the foregoing, no indemnification under this paragraph Section shall be made in respect of (1i) a threatened or pending Proceeding which is settled or otherwise disposed of, of or (2ii) any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company, unless and only to the extent that the court in which such Proceeding shall have been brought, was brought or is pending, shall determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems proper.

Proceedings by or in the Right of the Company. If Indemnitee shall be entitled to the rights of indemnification provided in this Agreement ifwas, by reason of his Corporate Statusis or becomes a party to, he was or witness or other participant in, or is threatened to be made, made a party to to, or witness or other participant in, any threatened, pending or completed Proceeding brought by or in the right of the Company, by reason of, or in connection with, his Corporate Status, or by reason of alleged action or inaction by him in such capacity, then the Company to procure a judgment in its favor. Pursuant to this Agreementshall, subject to the limitations set forth in Section 26 hereof4.6 below, hold harmless and indemnify Indemnitee shall be indemnified against amounts paid in settlement any and all Liabilities and Expenses actually and reasonably incurred by or for him or on his behalf in connection with the defense Proceeding, unless it is established pursuant to this Agreement that the act(s) or settlement omission(s) of any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed Indemnitee giving rise to the best interests of the Company. Notwithstanding the foregoing, Proceeding were not Good Faith Act(s) or Omission(s); except that no indemnification under this paragraph Section 4.3 shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person Indemnitee shall have been adjudged to be liable to the Company, unless and only to the extent that a court of appropriate jurisdiction (including, but not limited to, the court in which such Proceeding was brought) shall have been broughtdetermine upon application that, was brought despite the adjudication of liability but in view of all the circumstances of the case, regardless of whether Indemnitee's act(s) or is pendingomission(s) were found to be a Good Faith Act(s) or Omission(s), shall determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity indemnification for such portion of the settlement amount and Expenses as the which such court deems shall deem proper.

Proceedings by or in the Right of the Company. The Company shall --------------------------------------------- indemnify Indemnitee shall be entitled to the rights of indemnification as provided in this Agreement Section 5 if, by reason of his Corporate Status, he was or is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Agreement, subject to Section 26 hereof5, Indemnitee shall be indemnified against amounts paid in settlement and all Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, that, if applicable law so provides, no -------- ------- indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been adjudged to be liable to the Company, Company unless and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought, was brought or is pending, shall determine, upon application, determine that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems properindemnification may be made.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 4 if, by reason of his or her Corporate Status, he was or she is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this AgreementSection 4, subject to Section 26 hereof, the Company shall indemnify the Indemnitee shall be indemnified against amounts paid in settlement and Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with the defense or the settlement of any such Proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in in, or not opposed to to, the best interests of the CompanyCompany or in a manner otherwise expressly permitted under the Certificate, the Bylaws, or the Stockholder’s Agreement. Notwithstanding the foregoing, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person the Indemnitee shall have been adjudged to be liable to the CompanyCompany or if applicable law prohibits such indemnification; provided, unless however, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the court in which such Proceeding shall have been brought, was brought or is pending, shall so determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems proper.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 5 if, by reason of his Corporate StatusCapacity, he was is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this AgreementSection 5, subject to Section 26 hereof, the Company shall indemnify the Indemnitee shall be indemnified against amounts paid in settlement and Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in in, or not opposed to the best interests of the Company, or in or not opposed to the best interests of another enterprise for which he is serving in a Corporate Capacity. Notwithstanding the foregoing, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person the Indemnitee shall have been adjudged to be liable to the CompanyCompany or if applicable law prohibits such indemnification; provided, unless however, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the court in which such Proceeding shall have been brought, was brought or is pending, shall so determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems proper.

Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 1(b) if, by reason of his such person’s Corporate Status, he was the Indemnitee is, or is threatened to be made, a party to or participant (as a witness, deponent or otherwise) in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Agreement, subject to Section 26 hereof1(b), Indemnitee shall be indemnified against amounts paid in settlement and all Expenses actually and reasonably incurred by him the Indemnitee, or on his behalf the Indemnitee’s behalf, in connection with the defense or settlement of any such Proceeding if he the Indemnitee acted in good faith and in a manner he the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing; provided, however, if applicable law so provides, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or any court in which such Proceeding shall have been brought, was brought or is pending, shall determine, upon application, determine that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems properindemnification may be made.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 4 if, by reason of his Corporate Status, he was was, is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this AgreementSection 4, subject to Section 26 hereof, the Company shall indemnify the Indemnitee shall be indemnified against amounts paid in settlement and Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of any such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no Confidential Treatment Requested by The Fresh Market Holdings, Inc. Pursuant to 17 C.F.R. Section 200.83 indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person the Indemnitee shall have been adjudged to be liable to the Company, Company or if applicable law prohibits such indemnification unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such Proceeding shall have been brought, was brought or is pendingshall determine upon application that, shall determinedespite the adjudication of liability but in view of all the circumstances of the case, upon application, that the Indemnitee is fairly and reasonably entitled to indemnity for such portion expenses which the Court of Chancery of the settlement amount and Expenses as the State of Delaware of such other court deems shall deem proper.

Proceedings by or in the Right of the Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Agreement Section 5 if, by reason of her/his Corporate StatusCapacity, s/he was is, or is threatened to be made, a party to or participant in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this AgreementSection 5, subject to Section 26 hereof, the Company shall indemnify the Indemnitee shall be indemnified against amounts paid in settlement and Expenses actually and reasonably incurred by her/him or on her/his behalf in connection with the defense or settlement of any such Proceeding if s/he acted in good faith and in a manner s/he reasonably believed to be in in, or not opposed to the best interests of the Company, or in or not opposed to the best interests of another enterprise for which s/he is serving in a Corporate Capacity. Notwithstanding the foregoing, no indemnification under this paragraph against such Expenses shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim, issue or matter in such Proceeding as to which such person the Indemnitee shall have been adjudged to be liable to the CompanyCompany or if applicable law prohibits such indemnification, unless provided, however, that if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the court in which such Proceeding shall have been brought, was brought or is pending, shall so determine, upon application, that Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems proper.