Common use of Actions by or in the Right of the Company Clause in Contracts

Actions by or in the Right of the Company. The Indemnitee shall be entitled to the indemnification rights provided in this Section 4 if he was or is a party or is threatened to be made a party to any Proceeding brought by or in the right of the Company to procure a judgment in its favor arising out of or relating to any Indemnifiable Claim. Pursuant to this Section 4, the Indemnitee shall be indemnified against all Expenses, judgments, penalties, fines and amounts paid in settlement actually incurred by him in connection with such Proceeding, unless it is finally determined by a court of competent jurisdiction that he did not act in good faith and in a manner he reasonably believed to be in or not opposed to be the best interests of the Company; provided, however, that no such indemnification shall be made in respect of any claim, issue, or matter as to which applicable law expressly prohibits such indemnification by reason of any adjudication of liability of the Indemnitee to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware 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, the Indemnitee is fairly and reasonably entitled to indemnification for such expenses and costs which such court shall deem proper.

Actions by or in the Right of the Company. The Indemnitee Company shall be entitled to the indemnification rights provided in this Section 4 if he indemnify any person who was or is a party or is threatened to be made a party to any Proceeding brought threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor arising out by reason of the fact that he or she is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee, agent of or relating to any Indemnifiable Claim. Pursuant to this Section 4participant in another corporation, the Indemnitee shall be indemnified partnership, joint venture, trust or other enterprise against all Expenses, judgments, penalties, fines expenses (including attorneys’ fees) actually and amounts paid in settlement actually reasonably incurred by him such person in connection with the defense or settlement of such Proceeding, unless it is finally determined by a court of competent jurisdiction that action or suit if he did not act or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to be the best interests of the Company; provided, however, Company and except that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which applicable law expressly prohibits such indemnification by reason person shall have been adjudged to be liable for negligence or misconduct in the performance of any adjudication of liability of the Indemnitee his or her duty to the Company, Company unless and only to the extent that the Delaware Court of Chancery of the State of Delaware 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, the Indemnitee such person is fairly and reasonably entitled to indemnification indemnity for such expenses and costs which the Delaware Court of Chancery or such other court shall deem proper.

Actions by or in the Right of the Company. The Indemnitee Company shall be entitled to the indemnification rights provided in this Section 4 if he indemnify any Person who was or is a party or is threatened to be made a party to any Proceeding brought threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor arising out by reason of the fact that he is or relating to any Indemnifiable Claim. Pursuant to this Section 4was a Manager, officer, employee, controlling Person or agent of the Indemnitee shall be indemnified Company, or is or was serving at the request of the Company as a director, manager, officer, employee, controlling Person or agent of another corporation, partnership, joint venture, trust, or other enterprise against all Expenses, judgments, penalties, fines expenses (including attorneys’ fees) actually and amounts paid in settlement actually reasonably incurred by him or her in connection with the defense or settlement of such Proceeding, unless it is finally determined by a court of competent jurisdiction that action or suit so long as he did not act acted in good faith and in a manner he reasonably believed to be in or not opposed to be the best interests of the Company; provided, however, Company and except that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which applicable law expressly prohibits such indemnification by reason of any adjudication of liability of the Indemnitee Person shall have been adjudged to be liable to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but liability, and in view of all the circumstances of the case, the Indemnitee such Person is fairly and reasonably entitled to indemnification indemnity for such expenses and costs which the Court of Chancery of the State of Delaware or such other court shall deem proper.

Actions by or in the Right of the Company. The Indemnitee company shall be entitled to the indemnification rights provided in this Section 4 if he indemnify any person who is or was or is a party or is threatened to be made a party to any Proceeding brought threatened, pending or completed action or suit by or in the right of the Company company to procure a judgment in its favor arising out by reason of the fact that he is or relating to any Indemnifiable Claim. Pursuant to this Section 4was a director, officer or employee of the Indemnitee shall be indemnified company, or is or was serving at the written request of the company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against all Expenses, judgments, penalties, fines expenses (including attorneys' fees) actually and amounts paid in settlement actually reasonably incurred by him in connection with the defense or settlement of such Proceeding, unless it is finally determined by a court of competent jurisdiction that action or suit if he did not act acted in good faith and in a manner he reasonably believed to be in or not opposed to be the best interests of the Company; provided, however, company and except that no such indemnification shall be made in respect of any claim, issue, issue or matter as to which applicable law expressly prohibits such indemnification by reason person shall have been adjudged to be liable for negligence or misconduct in the performance of any adjudication of liability of the Indemnitee his duty to the Company, company unless and only to the extent that the Court of Chancery of the State of Delaware 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, the Indemnitee such person is fairly and reasonably entitled to indemnification indemnity for such expenses and costs which such court shall deem proper.