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 Agreement 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, other than a Proceeding by or in the right of the Company. Pursuant to this Agreement, subject to Section 26 hereof, 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 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, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful; provided, in no event shall Indemnitee be entitled to be indemnified, held harmless or advanced any amounts hereunder in respect of any Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (if any) that Indemnitee may incur by reason of his or her own actual fraud or intentional misconduct. Indemnitee shall not be found to have committed actual fraud or intentional misconduct for any purpose of this Agreement unless or until a court of competent jurisdiction shall have made a finding to that effect.

Proceedings Other Than 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 or her Corporate Status, he or she is, was or is threatened to be made, a party to any threatened, pending pending, or completed Proceeding, Proceeding other than a Proceeding by or in the right of the Company. Pursuant to this Agreement, subject to Section 26 hereof4, Indemnitee shall be indemnified against Expenses, judgments, penalties, penalties and 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 Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful; provided. Notwithstanding the preceding provisions of this Section 4, in no event shall Indemnitee be entitled to be indemnified, held harmless or advanced any amounts hereunder in respect it is the intention of any Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (if any) the parties hereto that Indemnitee may incur shall be indemnified to the full extent authorized or permitted by reason of his or her own actual fraud or intentional misconduct. Indemnitee Delaware law and, therefore, to the extent Delaware law shall not permit broader contractual indemnification, this contract shall be found deemed amended to have committed actual fraud or intentional misconduct for any purpose of this Agreement unless or until a court of competent jurisdiction shall have made a finding to that effectincorporate such broader indemnification.