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 Company shall indemnify any Manager or Officer and may indemnify any other person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he is or was a Manager, Officer, employee, or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee, or agent of another limited liability company, corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit 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 except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person 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, such person is fairly and reasonably entitled to indemnity for such expenses as the Court of Chancery or such other court shall deem proper.

Actions by or in the Right of the Company. The Company shall indemnify any Manager or Officer and may indemnify any other person Person who was or is a party or is threatened to be made a party to any threatened, pending, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he such Person is or was a Manager, Officerofficer, employee, controlling person or agent of the Company, or is or was serving at the request of the Company as a director, Manager, officer, employee, controlling person or agent of another limited liability company, corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys’ ' fees) actually and reasonably incurred by him such Person in connection with the defense or settlement of such action or suit if he such Person acted in good faith and in a manner he such Person reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue, issue or matter as to which such person Person shall have been adjudged to be liable to the Company Company, unless and only to the extent that a court of the Court State of Chancery Texas 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, such person Person is fairly and reasonably entitled to indemnity for such expenses as which a court of the Court State of Chancery Texas or such other court shall deem proper.

Actions by or in the Right of the Company. The Company shall indemnify any Manager manager or Officer officer and may indemnify any other person who was or is a party or is threatened to be made a party to any threatened, pending, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he the person is or was a Managerdirector, Officermanager, employeeofficer, employee or agent of the Company, or is or was serving at the request of the Company as a director, manager, officer, employee, employee or agent of another limited liability company, corporation, partnership, partnership joint venture, trust, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him the person in connection with the defense or settlement of such action or suit if he the person acted in good faith and in a manner he the person reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue, issue or matter as to which such person 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, that despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the Court of Chancery or such other court shall deem proper.

Actions by or in the Right of the Company. The Subject to the provisions of Subsection (a) above, the Company shall indemnify any Manager or Officer and may indemnify any other person who was or is a party or is threatened to be made a party to any threatened, pending, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he is or was a Manager, Officer, employee, employee or agent of the Company, or is or was serving at the request of the Company as a director, manager, officer, employee, or agent of another limited liability company, corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys’ ' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit 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 except that no indemnification shall be made in respect of any claim, issue, issue or matter as to which such 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 in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as which the Court of Chancery of the State of Delaware or such other court shall deem proper.