Common use of Action or Suit By or in the Right of the Company Clause in Contracts

Action or Suit By or in the Right of the Company. The Company shall indemnify Indemnitee if Indemnitee is or was a party to or a participant in (as a witness or otherwise) or is threatened to be made a party to or a participant in (as a witness or otherwise) any Proceeding by or in the right of the Company or any subsidiary of the Company to procure a judgment in its favor against Expenses actually and reasonably incurred by Indemnitee 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, except that no indemnification shall be made in respect of any claim, issue, or matter as to which Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses which the Court of Chancery or such other court shall deem proper.