PROCEEDINGS OTHER THAN PROCEEDINGS BY OR IN THE RIGHT. OF THE CORPORATION. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his or her Corporate Status, he or she is, or is threatened to be made, a party to any contemplated, pending or completed Proceeding, other than a Proceeding by or in the right of the Corporation. Pursuant to this Section 4, Indemnitee shall be indemnified against Expenses, losses, claims, liabilities, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her or on his or her 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 or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful. For purposes of this Section 4, Indemnitee shall be deemed to have acted in good faith if Indemnitee's action is based on the records or the books of account of the Corporation or an Affiliate, including financial statements, or on information supplied to the Indemnitee by the officers of the Corporation or an Affiliate in the course of their duties, or on the advice of legal counsel for the Corporation or an Affiliate by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or an Affiliate.
PROCEEDINGS OTHER THAN PROCEEDINGS BY OR IN THE RIGHT. OF SOUTHWEST. Indemnitee shall be entitled to the rights of indemnification provided in this Section 5 if, by reason of his status with Southwest or a Southwest Subsidiary, he is, or is threatened to be made, a party to any Proceeding, other than a Proceeding by or in the right of Southwest. Pursuant to this Section 5, Indemnitee shall be indemnified against Expenses and against judgments, penalties, fines, and amounts paid in settlement in connection with 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 Southwest and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.
PROCEEDINGS OTHER THAN PROCEEDINGS BY OR IN THE RIGHT. OF THE CORPORATION. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4.02 if, by reason of Indemnitee's Corporate Status, Indemnitee was or is, or is threatened to be made, a party to any Proceeding, other than a Proceeding by or in the right of the Corporation. Indemnitee shall be indemnified against Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee's behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in Good Faith.
PROCEEDINGS OTHER THAN PROCEEDINGS BY OR IN THE RIGHT. Of The ----------- ------------------------------------------------------------ Company. Indemnitee shall be entitled to the indemnification rights provided in ------- this Section 7.2 if, by reason of his Corporate Status (as hereinafter defined), he is, or is threatened to be made, a party to any threatened, pending, or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right of the Company. Pursuant to this Section 7.2, Indemnitee shall be indemnified against Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with 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, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.
PROCEEDINGS OTHER THAN 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, or is threatened to be made, a party to any threatened, pending, or completed Proceeding, other than a Proceeding by or in the right of the Corporation. Pursuant to this Section, Indemnitee shall be indemnified against Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by his or on his behalf in connection with 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 Corporation, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.
PROCEEDINGS OTHER THAN PROCEEDINGS BY OR IN THE RIGHT. OF THE ------------------------------------------------------------ CORPORATION. Indemnitee shall be entitled to the rights of indemnification set ----------- forth in Section 2 if, by reason of his/her Corporate Status (as hereinafter defined), he/she is, or is threatened to be, made a party to any threatened, pending, or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right of the Corporation. Indemnitee shall be indemnified against Expenses, liability and loss, including but not limited to, judgements, fines, and amounts paid in settlement actually and reasonably incurred by him/her or on his/her behalf in connection with such Proceeding or any claim, issue or matter related thereto, 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 Corporation, and, with respect to any criminal Proceeding, had no reasonable cause to believe his/her conduct was unlawful.
PROCEEDINGS OTHER THAN PROCEEDINGS BY OR IN THE RIGHT. OF THE CORPORATION. Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if, wholly or partly by reason of his Corporate Status (as hereinafter defined), he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right of the Corporation. Pursuant to this Section 3, Indemnitee shall be indemnified against Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with 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 the best interests of the Corporation, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.
PROCEEDINGS OTHER THAN PROCEEDINGS BY OR IN THE RIGHT. OF THE COMPANY. Indemnitee shall be indemnified under this Section 3 if, by reason of Indemnitee's Corporate Status (as hereinafter defined) or by reason of any act done or not done by Indemnitee by reason of or on account of Indemnitee's Corporate Status, Indemnitee is, or is threatened to be made, a party to or a participant in any threatened, pending, or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right of the Company. Pursuant to this Section 3, Indemnitee shall be indemnified against all Expenses, judgments, penalties, fines, liabilities and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee's behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in Good Faith.
PROCEEDINGS OTHER THAN PROCEEDINGS BY OR IN THE RIGHT. OF THE CORPORATION. Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if, by reason of (a) his Corporate Status (as hereinafter defined) or (b) anything done or not done by Indemnitee in any such capacity, he, was or is, or is threatened to be made, a party to any Proceeding (as hereinafter defined) or is involved (including, without limitation as a witness) in an Proceeding, other than a Proceeding by or in the right of the Corporation. Pursuant to this Section 3, Indemnitee shall be indemnified against all Losses and Expenses actually and reasonably incurred by him or on his behalf in connection with 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 Corporation, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.
PROCEEDINGS OTHER THAN PROCEEDINGS BY OR IN THE RIGHT. OF THE COMPANY. Indemnitee will be entitled to the rights of indemnification provided in this Section 3 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or a participant in any threatened, pending or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right of the Company. Pursuant to this Section 3, the Company will indemnify Indemnitee against, and will hold Indemnitee harmless from and in respect of, all Expenses, judgments, penalties, fines (including excise taxes) and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) actually and reasonably incurred by him or on his behalf in connection with 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 and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.
