Common use of Third Party Proceedings Clause in Contracts

Third Party Proceedings. The Company shall defend, indemnify and hold harmless Indemnitee to the fullest extent permitted by the Utah Revised Business Corporation Act (the “Act”) if Indemnitee is or was a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was or is claimed to be an Agent of the Company, any subsidiary of the Company or any committee or subcommittee of the Board, by reason of any action or inaction on the part of Indemnitee while an Agent of the Company, against all Expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld)) actually and reasonably incurred by Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. ​

Third Party Proceedings. The Company shall defend, indemnify and hold harmless Indemnitee to the fullest extent permitted by the Utah Revised Business Corporation Act (the “Act”) if Indemnitee is or was a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was or is claimed to be an Agent of the Company, or any subsidiary of the Company or any committee or subcommittee of the BoardCompany, by reason of any action or inaction on the part of Indemnitee while an Agent of the Company, against all Expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld)) actually and reasonably incurred by Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. ​.

Third Party Proceedings. The Company shall defend, indemnify and hold harmless Indemnitee to the fullest extent permitted by the Utah Revised Business Corporation Act (the “Act”) if Indemnitee is or was a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was or is claimed to be an Agent of the Company, or any subsidiary of the Company or any committee or subcommittee of the BoardCompany, by reason of any action or inaction on the part of Indemnitee while an Agent of the Company, against all Expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld)) actually and reasonably incurred by Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed believe to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. ​.

Third Party Proceedings. The Company shall defend, indemnify and hold harmless Indemnitee to If the fullest extent permitted by the Utah Revised Business Corporation Act (the “Act”) if Indemnitee is a person who was or was is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of the fact that the Indemnitee is or was or is claimed to be an Agent of the Company, any subsidiary of the Company or any committee or subcommittee of the Board, by reason of anything done or not done by the Indemnitee in any action such capacity, the Company shall indemnify, defend and hold harmless, to the fullest extent permitted by the Articles of Association and applicable law as it presently exists or inaction on may hereafter be amended (but, in the part case of Indemnitee while an Agent amendment of the CompanyCompanies Law, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), the Indemnitee against all Expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld)) actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceeding if Proceeding, provided the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceedingProceeding, had no reasonable cause to believe Indemnitee’s his or her conduct was unlawful. ​.

Third Party Proceedings. The Company shall defend, indemnify and hold harmless Indemnitee to the fullest full extent permitted by the Utah Revised Business Corporation Act (the “Act”) of Washington law, except as otherwise provided in Section 3 of this Agreement, if Indemnitee is or was a party or is threatened to be made a party to any Proceeding threatened, pending or completed suit, action, proceeding, arbitration or alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director, officer, employee or is claimed to be an Agent of the Company, any subsidiary agent of the Company or any committee or subcommittee subsidiary of the BoardCompany, by reason of any action or inaction on the part of Indemnitee while an Agent officer or director of the CompanyCompany or any subsidiary of the Company or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit program or other enterprise, against all Expenses and liabilities of any type whatsoever expenses (including, but not limited toincluding attorneys’ fees), judgments, finespenalties, ERISA fines (including any excise taxes or penalties, assessed with respect to an employee benefit plan) and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld)) actually and reasonably incurred by Indemnitee in connection with such Proceeding action or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany and its shareholders, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s his conduct was unlawful. ​.

Third Party Proceedings. The Company shall defend, indemnify Indemnitee in accordance with the provisions of this Section 1(a) and hold harmless Indemnitee to the fullest extent permitted by the Utah Revised Business Corporation Act (the “Act”) applicable law, if Indemnitee is or was a party or is threatened to be made made, a party to or a participant in any Proceeding (other than an action a Proceeding by or in the right of the Company) by reason of the fact that Indemnitee is or was or is claimed Company to be an Agent of procure a judgment in the Company, any subsidiary of the Company or any committee or subcommittee of the Board, by reason of any action or inaction on the part of Indemnitee while an Agent of the Company’s favor), against all Expenses and liabilities of any type whatsoever (including, but not limited toExpenses, judgments, fines, ERISA excise taxes or penalties, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheldin accordance with the terms of this Section 1(a)) 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 and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, Company and, with respect to any in the case of a criminal action or proceedingProceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. ​Indemnitee shall not enter into any settlement in connection with a Proceeding without ten (10) days’ prior notice to the Company and without the Company’s prior written consent, which consent may not be unreasonably withheld.

Third Party Proceedings. The Company shall defend, indemnify and hold harmless Indemnitee to the fullest extent permitted by the Utah Revised Business Corporation Act (the “Act”) if Indemnitee is or was a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was or is claimed to be an Agent of the Company, any subsidiary of the Company or any committee or subcommittee of the Board, by reason of any action or inaction on the part of Indemnitee while an Agent of the CompanyIndemnitee's Corporate Status, against all Expenses and liabilities of any type whatsoever (including, but not limited toExpenses, judgments, fines, ERISA excise taxes or penalties, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld)) actually and reasonably incurred by Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceedingProceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful. ​The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee's conduct was unlawful.