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

Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) if, by reason of his Corporate Status (as hereinafter defined), he is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), 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 Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) 3 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 participant in any completed Proceeding (as hereinafter defined) ), other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a)3, Indemnitee shall be indemnified against all Expenses (as hereinafter defined)expenses, judgmentsjudgements, penalties, fines 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 be 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 Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(al(a) if, by reason of his Corporate Status (as hereinafter defined), he is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), 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 Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) if, by reason of his Corporate Status (as hereinafter defined), he is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him him, or on his behalf 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 andCompany, 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 entitled to the rights of indemnification provided in this Section 1(a2(a) if, by reason of his Corporate Status (as hereinafter defined), he is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a2(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him him, or on his behalf 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 andCompany, 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 entitled to the indemnification rights of indemnification provided in this Section 1(a) 2 if, by reason of his Corporate Status (as hereinafter defined), he is, or is threatened to be made, a party to to, or participant otherwise incurs Expenses in connection with, 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 1(a)2, Indemnitee shall be indemnified against all Expenses (as hereinafter defined)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 in, or not opposed to to, the best interests of the Company 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 Company. Indemnitee shall be entitled to the indemnification rights of indemnification provided in this Section 1(a) 2 if, by reason of his Corporate Status (as hereinafter defined), he is, or is threatened to be made, a party to to, or participant otherwise incurs Expenses in connection with, 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 1(a)2, Indemnitee shall be indemnified against all Expenses (as hereinafter defined)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, claim issue or matter therein, 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 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 Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) 3 if, by reason of his Corporate Status (as hereinafter defineddefined in Section 18), he is, or is threatened to be made, a party to any threatened, pending, or participant in any completed Proceeding (as hereinafter defined) defined in Section 18), other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a)3, Indemnitee shall be indemnified against all Expenses (as hereinafter defined)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 in, or not opposed to 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 Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) 3 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 participant in any completed Proceeding (as hereinafter defined) ), other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a)3, Indemnitee shall be indemnified against all Expenses (as hereinafter defined)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 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 Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) 3 if, by reason of his Corporate Status (as hereinafter defined), 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 proceeding by or in the right of the Company. Pursuant to this Section 1(a)3, Indemnitee shall be indemnified against all Expenses (as hereinafter defined)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 Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) 3 if, by reason of his Corporate Status Status, (as hereinafter defined), he is, or is threatened to be made, a party to or participant participate 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 1(a)3, Indemnitee shall be indemnified against all Expenses (as hereinafter defined)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 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 Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) 3 if, by reason of his Corporate Status (as hereinafter defined), 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 1(a)3, Indemnitee shall be indemnified against all Expenses (as hereinafter defined)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 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 Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) 4 if, by reason of his Corporate Status (as hereinafter defined)Status, he was, is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a)4, Indemnitee shall be indemnified against all Expenses (as hereinafter defined)Expenses, judgments, penalties, penalties and fines (including excise taxes assessed to Indemnitee with respect to an employee benefit plan) 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, 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 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 Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) 3 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 participant in any completed Proceeding (as hereinafter defined) ), other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a)3, Indemnitee shall be indemnified against all Expenses (as hereinafter defined)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 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 Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) 3 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 participant in any completed Proceeding (as hereinafter defined) ), other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), 3 Indemnitee shall be indemnified against all Expenses (as hereinafter defined)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, 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 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 Company. The Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) 3 if, by reason of his Corporate Status (as hereinafter defined), he is, or is threatened to be made, a party to or 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 1(a)3, the Company shall indemnify the Indemnitee shall be indemnified against all Expenses (as hereinafter defined)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 Company, and, with respect to any criminal Proceeding, if he also had no reasonable cause to believe his conduct was unlawful.