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

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 1 if, by reason of Indemnitee’s Corporate Status, Indemnitee 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. Indemnitee shall be indemnified against Expenses, liability and loss, including but not limited to, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him/her or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter related thereto, if such Indemnification is permitted by applicable law and Indemnitee acted in good faith and in a manner Indemnitee 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 Indemnitee’s conduct was unlawful.

Proceedings Other Than Proceedings by or in the Right of the Corporation. Indemnitee shall be entitled to the rights of indemnificationindemnification and advancement, set forth in Section 1 2 if, by reason of Indemnitee’s Corporate StatusStatus (as hereinafter defined), Indemnitee is, or is threatened to be, made a party to any threatened, pending, or completed ProceedingProceeding (as hereinafter defined), other than a Proceeding by or in the right of the Corporation. Indemnitee shall be indemnified against any and all Expenses, liability and loss, including but not limited to, to judgments, fines, and amounts paid in settlement actually and reasonably incurred by him/her Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter related thereto, if such Indemnification is permitted by applicable law and Indemnitee acted in good faith and in a manner Indemnitee 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 Indemnitee’s 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 indemnification provided in this Section 1 if, by reason of Indemnitee’s Corporate Status, Indemnitee was, is, or is threatened to bebe made, 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, liability and loss, including but not limited to, judgments, finespenalties, fines and amounts paid in settlement actually and reasonably incurred by him/her Indemnitee or on Indemnitee’s behalf in connection with any such Proceeding or any claim, issue or matter related theretotherein, to the fullest extent permitted by law, if such Indemnification is permitted by applicable law and Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the Corporation, and, with respect to any criminal Proceeding, had no reasonable cause to believe Indemnitee’s 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 1 2 if, by reason of Indemnitee’s Corporate StatusStatus (as hereinafter defined), Indemnitee is, or is threatened to be, made a party to any threatened, pending, or completed ProceedingProceeding (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, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him/her or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter related thereto, if such Indemnification is permitted by applicable law and Indemnitee acted in good faith and in a manner Indemnitee 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 Indemnitee’s conduct was unlawful.