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

Proceedings by or in the Right of the Corporation. Indemnitee shall be entitled to the rights of indemnification provided in this 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 Corporation to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against Expenses and amounts paid in settlement (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 any such Proceeding if he or she acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation. Notwithstanding the foregoing, no indemnification against such Expenses or amounts paid in settlement shall be made in respect of any claim, issue or matter in any such Proceeding as to which Indemnitee has been adjudged to be liable to the Corporation if applicable law prohibits such indemnification unless the court in which such Proceeding shall have been brought, was brought or is pending, shall determine that indemnification against Expenses or amounts paid in settlement may nevertheless be made by the Corporation.

Proceedings by or in the Right of the Corporation. Indemnitee shall be entitled to the rights of indemnification provided in this Section if, by reason of his Corporate Status, he Indemnitee 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 Corporation to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against Expenses Expenses, judgments, penalties, fines and amounts paid in settlement (such settlement amounts not to exceedsettlement, in the judgment of the Board, the estimated expense of litigating the Proceeding to conclusion) actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf in connection with any such Proceeding if he or she 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 Corporation. Notwithstanding the foregoing, no indemnification against such Expenses or amounts paid in settlement shall be made in respect of any claim, issue or matter in any such Proceeding as to which Indemnitee has shall have been adjudged to be liable to the Corporation if applicable law prohibits such indemnification unless 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 that indemnification against Expenses or amounts paid in settlement may nevertheless be made by the Corporation.

Proceedings by or in the Right of the Corporation. Indemnitee shall be entitled to the rights of indemnification provided in this the Section if, by reason of his Corporate Statusher status as an employee or director of the Corporation, he Indemnitee 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 Corporation to procure a judgment in its favor. Pursuant to this the Section, Indemnitee shall be indemnified against Expenses Expenses, judgments, penalties, fines and amounts paid in settlement (such settlement amounts not to exceedsettlement, in the judgment of the Board, the estimated expense of litigating the Proceeding to conclusion) actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf in connection with any such Proceeding if he or she 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 Corporation. Notwithstanding the foregoing, no indemnification against such Expenses or amounts paid in settlement shall be made in respect of any claim, issue or matter in any such Proceeding as to which Indemnitee has shall have been adjudged to be liable to the Corporation if applicable law prohibits such indemnification unless 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 that indemnification against Expenses or amounts paid in settlement may nevertheless be made by the Corporation.

Proceedings by or in the Right of the Corporation. Indemnitee shall be entitled to the rights of indemnification provided in this the Section if, by reason of his Corporate Statusstatus as an employee or director of the Corporation, he Indemnitee 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 Corporation to procure a judgment in its favor. Pursuant to this the Section, Indemnitee shall be indemnified against Expenses Expenses, judgments, penalties, fines and amounts paid in settlement (such settlement amounts not to exceedsettlement, in the judgment of the Board, the estimated expense of litigating the Proceeding to conclusion) actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf in connection with any such Proceeding if he or she 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 Corporation. Notwithstanding the foregoing, no indemnification against such Expenses or amounts paid in settlement shall be made in respect of any claim, issue or matter in any such Proceeding as to which Indemnitee has shall have been adjudged to be liable to the Corporation if applicable law prohibits such indemnification unless 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 that indemnification against Expenses or amounts paid in settlement may nevertheless be made by the Corporation.

Proceedings by or in the Right of the Corporation. Indemnitee shall be entitled to the rights of indemnification provided set forth in this Section 1 if, by reason of his Indemnitee’s Corporate Status, he Indemnitee is, was or is threatened to be madebe, made a party to any threatened, pending or completed Proceeding brought by or in the right of the Corporation to procure a judgment in its favorfavor provided such Proceeding was authorized by the Board of Directors of the Corporation. Pursuant to this Section, Indemnitee shall be indemnified against Expenses and amounts paid in settlement (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 him/her or on his Indemnitee’s behalf in connection with any such Proceeding if he or she 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 Corporation. Notwithstanding the foregoing, no indemnification against such Expenses or amounts paid in settlement shall be made in respect of any claim, issue or matter in any such Proceeding as to which Indemnitee has shall have been adjudged to be liable to the Corporation if applicable law prohibits such indemnification liable, unless the court in which such the Proceeding shall have been was brought, was brought or is pendingany other court of competent jurisdiction, shall determine that indemnification against upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such Expenses or amounts paid in settlement may nevertheless be made by the Corporationwhich such court shall deem proper.

Proceedings by or in the Right of the Corporation. Indemnitee shall be entitled to the rights of indemnification provided in this Section if, by reason of his Corporate Statusher status as an employee or director of the Corporation, he Indemnitee 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 Corporation to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against Expenses Expenses, judgments, penalties, fines and amounts paid in settlement (such settlement amounts not to exceedsettlement, in the judgment of the Board, the estimated expense of litigating the Proceeding to conclusion) actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf in connection with any such Proceeding if he or she 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 Corporation. Notwithstanding the foregoing, no indemnification against such Expenses or amounts paid in settlement shall be made in respect of any claim, issue or matter in any such Proceeding as to which Indemnitee has shall have been adjudged to be liable to the Corporation if applicable law prohibits such indemnification unless 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 that indemnification against Expenses or amounts paid in settlement may nevertheless be made by the Corporation.

Proceedings by or in the Right of the Corporation. The Corporation shall indemnify Indemnitee shall be entitled to the rights of indemnification provided in this Section ifif Indemnitee is made a party to, by reason of his Corporate Status, he is, was or is threatened to be made, made a party to to, or otherwise involved in, any threatened, pending or completed Proceeding brought which is an action by or in the right of the Corporation to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against Expenses and amounts paid in settlement (such settlement amounts not to exceed, in the judgment favor by reason of the Boardfact that Indemnitee is or was an Agent of the Corporation. This indemnity shall apply, the estimated expense of litigating the Proceeding and be limited, to conclusion) and against all expenses actually and reasonably incurred by him or on his behalf Indemnitee in connection with any the defense or settlement of such Proceeding if he or she Proceeding, but only if: (a) Indemnitee met the Applicable Standard (except that the Indemnitee’s belief regarding the best interests of the Corporation need not have been reasonable); (b) Indemnitee also acted in good faith and in a manner he reasonably which the person believed to be in or not opposed to the best interests of the Corporation’s shareholders; and (c) the action is not settled or otherwise disposed of without court approval. Notwithstanding the foregoing, no No indemnification against such Expenses or amounts paid in settlement shall be made under this section 3 in respect of any claim, issue or matter in any such Proceeding as to which Indemnitee has shall have been adjudged to be liable to the Corporation if applicable law prohibits in the performance of such indemnification unless person’s duty or the Corporation, unless, and only to the extent that, the court in which such Proceeding shall have been brought, proceeding is or was brought or is pending, pending shall determine that upon application that, in view of all the circumstances of the case, Indemnitee is fairly and reasonable entitled to indemnification against Expenses or amounts paid in settlement may nevertheless be made by for the Corporation.expenses which such court shall determine. ​

Proceedings by or in the Right of the Corporation. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4.03 if, by reason of his Indemnitee's Corporate Status, he Indemnitee was or 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 Corporation to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against Expenses Expenses, judgments, fines and amounts paid in settlement (such settlement amounts not to exceedsettlement, in the judgment of the Board, the estimated expense of litigating the Proceeding to conclusion) actually and reasonably incurred by him Indemnitee or on his Indemnitee's behalf in connection with any such Proceeding or any claim, issue or matter therein, if he or she Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the CorporationGood Faith. Notwithstanding the foregoing, no such indemnification against such Expenses or amounts paid in settlement shall be made in respect of any claim, issue or matter in any such Proceeding as to which Indemnitee has shall have been adjudged to be liable to the Corporation if applicable law prohibits such indemnification Corporation, 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 broughtbrought determines that, was brought or despite the adjudication of liability but in view of all the circumstances of the case, the Indemni tee is pendingfairly and reasonably entitled to indemnity for such portion of the settled amount, shall determine that indemnification against Expenses or amounts paid in settlement may nevertheless be made by the CorporationExpenses, judgments, and fines as such court deems proper.

Proceedings by or in the Right of the Corporation. Indemnitee shall be entitled to the rights of indemnification provided in this Section if, by reason of his (or arising in part out of) Indemnitee’s Corporate Status, he Indemnitee is, was or is threatened to be made, a party or witness to or other participant in, any threatened, pending pending, or completed Proceeding brought by or in the right of the Corporation to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against Expenses Expenses, judgments, penalties, fines and amounts paid in settlement (such settlement amounts not to exceed, in the judgment of the Board, the estimated expense of litigating the Proceeding to conclusion) actually and reasonably reasonable incurred by him Indemnitee or on his Indemnitee’s behalf in connection with any such Proceeding if he or she 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 Corporation. Notwithstanding the foregoing, no indemnification against such Expenses or amounts paid in settlement shall be made in respect of any claim, issue or matter in any such Proceeding as to which Indemnitee has shall have been adjudged to be liable to the Corporation if applicable law prohibits such indemnification unless the Chancery Court of the State of Delaware or the court in which such Proceeding shall have been brought, was brought or is pending, shall determine that indemnification against Expenses or amounts paid in settlement may nevertheless be made by the Corporation.

Proceedings by or in the Right of the Corporation. Except as limited by the last clause of the last sentence of Section 3 above and subject to the provisions of Section 13(c), Indemnitee shall be entitled to the rights of indemnification provided in this Section if, by reason of his Corporate Status, he was, is, was 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 Corporation to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against all Expenses and amounts paid in settlement (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 any such Proceeding or any claim, issue or matter therein, if he or she acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation. Notwithstanding the foregoing, no indemnification against such Expenses or amounts paid in settlement shall be made under this Section 5 in respect of any claim, issue or matter in any such Proceeding as to which Indemnitee has shall have been finally adjudged by a court in a non-appealable decision to be liable to the Corporation if and to the extent applicable law prohibits such indemnification; provided, however, that if applicable law so permits, indemnification unless against Expenses shall nevertheless be made by the Corporation 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 that indemnification against Expenses or amounts paid in settlement may nevertheless be made by the Corporationso determine.

Proceedings by or in the Right of the Corporation. Indemnitee shall be entitled to the rights of indemnification provided in this Section if, by reason of his Indemnitee’s Corporate Status, he Indemnitee was, is, was or is threatened to be made, a party to any threatened, pending pending, or completed Proceeding brought by or in the right of the Corporation to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against Expenses Expenses, judgments, penalties, fines and amounts paid in settlement (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 Indemnitee or on his Indemnitee’s behalf in connection with any such Proceeding Proceeding, to the fullest extent permitted by law, if he or she 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 Corporation. Notwithstanding the foregoing, no indemnification against such Expenses or amounts paid in settlement shall be made in respect of any claim, issue or matter in any such Proceeding as to which Indemnitee has shall have been adjudged to be liable to the Corporation if applicable law prohibits such indemnification unless the Chancery Court of the State of Delaware or the court in which such Proceeding shall have been brought, was brought or is pending, shall determine that indemnification against Expenses or amounts paid in settlement may nevertheless be made by the Corporation.

Proceedings by or in the Right of the Corporation. Indemnitee shall be entitled to the rights of indemnification provided in this Section if, by reason of his Corporate Status, he Indemnitee 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 Corporation to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against Expenses Expenses, judgments, penalties, fines and amounts paid in settlement (such settlement amounts not to exceedsettlement, in the judgment of the Board, the estimated expense of litigating the Proceeding to conclusion) actually and reasonably incurred by him Indemnitee or on his Indemnitee's behalf in connection with any such Proceeding if he or she 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 Corporation. Notwithstanding the foregoing, no indemnification against such Expenses or amounts paid in settlement shall be made in respect of any claim, issue or matter in any such Proceeding as to which Indemnitee has shall have been adjudged to be liable to the Corporation if applicable law prohibits such indemnification unless 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 that indemnification against Expenses or amounts paid in settlement may nevertheless be made by the Corporation.

Proceedings by or in the Right of the Corporation. Indemnitee shall be entitled to the rights of indemnification provided in this Section if, by reason of his Corporate Status, he or she 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 Corporation to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against Expenses and amounts paid in settlement (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 any such Proceeding if he or she acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation. Notwithstanding the foregoing, no indemnification against such Expenses or amounts paid in settlement shall be made in respect of any claim, issue or matter in any such Proceeding as to which Indemnitee has been adjudged to be liable to the Corporation if applicable law prohibits such indemnification unless the court in which such Proceeding shall have been brought, was brought or is pending, shall determine that indemnification against Expenses or amounts paid in settlement may nevertheless be made by the Corporation.

Proceedings by or in the Right of the Corporation. Indemnitee shall be entitled to the rights of indemnification provided in this Section if, by reason of his Corporate Status, he was, is, was or is threatened to be made, a party to any threatened, pending pending, or completed Proceeding brought by or in the right of the Corporation to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against Expenses Expenses, judgments, penalties, fines and amounts paid in settlement (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 any such Proceeding Proceeding, to the fullest extent permitted by law, if he or she acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation. Notwithstanding the foregoing, no indemnification against such Expenses or amounts paid in settlement shall be made in respect of any claim, issue or matter in any such Proceeding as to which Indemnitee has shall have been adjudged to be liable to the Corporation if applicable law prohibits such indemnification unless the Chancery Court of the State of Delaware or the court in which such Proceeding shall have been brought, was brought or is pending, shall determine that indemnification against Expenses or amounts paid in settlement may nevertheless be made by the Corporation.

Proceedings by or in the Right of the Corporation. Indemnitee shall be entitled to the rights of indemnification provided in this 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 Corporation to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against Expenses and amounts paid in settlement (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 any such Proceeding if he or she acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation. Notwithstanding the foregoing, no indemnification against such Expenses or amounts paid in settlement shall be made in respect of any claim, issue or matter in any such Proceeding as to which Indemnitee has been adjudged to be liable to the Corporation if applicable law prohibits such indemnification unless the court in which such Proceeding shall have been brought, was brought or is pending, shall determine that indemnification against Expenses or amounts paid in settlement may nevertheless be made by the Corporation.. Client Initial _____________ Advisor Initial ____________ Everest Group International LLC Advisory Services Agreement

Proceedings by or in the Right of the Corporation. Indemnitee shall be entitled to the rights of indemnification provided set forth in this Section 2 if, by reason of his Indemnitee’s Corporate Status, he Indemnitee is, was or is threatened to be madebe, made a party to any threatened, pending or completed Proceeding brought by or in the right of the Corporation to procure a judgment in its favorfavor provided such Proceeding was authorized by the Board of Directors of the Corporation. Pursuant to this Section, Indemnitee shall be indemnified against Expenses and amounts paid in settlement (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 him/her or on his Indemnitee’s behalf in connection with any such Proceeding if he or she 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 Corporation. Notwithstanding the foregoing, no indemnification against such Expenses or amounts paid in settlement shall be made in respect of any claim, issue or matter in any such Proceeding as to which Indemnitee has shall have been adjudged to be liable to the Corporation if applicable law prohibits such indemnification liable, unless the court in which such the Proceeding shall have been was brought, was brought or is pendingany other court of competent jurisdiction, shall determine that indemnification against upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such Expenses or amounts paid in settlement may nevertheless be made by the Corporationwhich such court shall deem proper.

Proceedings by or in the Right of the Corporation. Indemnitee shall be entitled to the rights of indemnification provided and advancement set forth in this Section 2 if, by reason of his Indemnitee’s Corporate Status, he Indemnitee is, was or is threatened to be madebe, made a party to any threatened, pending or completed Proceeding brought by or in the right of the Corporation to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against Expenses and amounts paid in settlement (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 Indemnitee or on his Indemnitee’s behalf in connection with any such Proceeding if he or she 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 Corporation. Notwithstanding the foregoing, no indemnification against such Expenses or amounts paid in settlement shall be made in respect of any claim, issue or matter in any such Proceeding as to which Indemnitee has shall have been adjudged to be liable to the Corporation if applicable law prohibits such indemnification liable, unless the court in which such the Proceeding shall have been was brought, was brought or is pendingany other court of competent jurisdiction, shall determine that indemnification against upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such Expenses or amounts paid in settlement may nevertheless be made by the Corporationwhich such court shall deem proper.

Proceedings by or in the Right of the Corporation. Indemnitee shall be entitled to the rights of indemnification provided in this Section if, by reason of his Corporate Statusstatus as an employee or director of the Corporation, he Indemnitee 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 Corporation to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against Expenses Expenses, judgments, penalties, fines and amounts paid in settlement (such settlement amounts not to exceedsettlement, in the judgment of the Board, the estimated expense of litigating the Proceeding to conclusion) actually and reasonably incurred by him Indemnitee or on his Indemnitee’s behalf in connection with any such Proceeding if he or she 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 Corporation. Notwithstanding the foregoing, no indemnification against such Expenses or amounts paid in settlement shall be made in respect of any claim, issue or matter in any such Proceeding as to which Indemnitee has shall have been adjudged to be liable to the Corporation if applicable law prohibits such indemnification unless 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 that indemnification against Expenses or amounts paid in settlement may nevertheless be made by the Corporation.