Common use of Claims Excluded Clause in Contracts

Claims Excluded. Under Section 145 of the Delaware General --------------------------------------------------------- Corporation Law. To indemnify Indemnitee if (i) Indemnitee did not act in good --------------- faith or in a manner reasonably believed by such Indemnitee to be in or not opposed to the best interests of the Company, or (ii) with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe Indemnitee's conduct was unlawful, or (iii) Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent the court in which such action was brought shall permit indemnification as provided in Section 145(b) of the Delaware General Corporation Law.

Claims Excluded. Under Section 145 of the Delaware ------------------------------------------------- General --------------------------------------------------------- Corporation Law. To indemnify Indemnitee if (i) Indemnitee did not ----------------------- act in good --------------- faith or in a manner reasonably believed by such Indemnitee to be in or not opposed to the best interests of the Company, or (ii) with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe Indemnitee's conduct was unlawful, unlawful or (iii) Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent the court in which such action was brought shall permit indemnification as provided in Section 145(b) of the Delaware General Corporation LawDGCL.

Claims Excluded. Under Section 145 of the Delaware General --------------------------------------------------------- Corporation Law. To indemnify Indemnitee if (i) Indemnitee did not act in good --------------- faith or in a manner reasonably believed by such Indemnitee to be in or not opposed to the best interests of the Company, or (ii) with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe Indemnitee's conduct was unlawful, or (iii) Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent the court in which such action was brought shall permit indemnification as provided in Section 145(b) of the Delaware General Corporation Law.. -------------------------------------------------------------------------------- -6

Claims Excluded. Under Section 145 of the Delaware General --------------------------------------------------------- Corporation Law. To indemnify Indemnitee if (i) Indemnitee he did not act in good --------------- faith or in a manner reasonably believed by such Indemnitee to be in or not opposed to the best interests of the Company, or (ii) with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe Indemnitee's his conduct was unlawful, or (iii) Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent the court in which such action was brought shall permit indemnification as provided in Section 145(b) of the Delaware General Corporation Law.

Claims Excluded. Under Section 145 of the Delaware General --------------------------------------------------------- Corporation Law. To indemnify Indemnitee if (i) Indemnitee did not act in good --------------- faith or in a manner reasonably believed by such Indemnitee to be in or not opposed to the best interests of the Company, or (ii) with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe Indemnitee's conduct was unlawful, or (iii) Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent the court in which such action was brought shall permit indemnification as provided in Section 145(b) of the Delaware General Corporation Law.

Claims Excluded. Under Section 145 of the Delaware General --------------------------------------------------------- Corporation Law. To indemnify Indemnitee if (i) Indemnitee did not act in good --------------- faith or in a manner reasonably believed by such Indemnitee to be in or not opposed to the best interests of the CompanySplinex, or (ii) with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe Indemnitee's conduct was unlawful, unlawful or (iii) Indemnitee shall have been adjudged to be liable to the Company Splinex unless and only to the extent the court in which such action was brought shall permit indemnification as provided in Section 145(b) of the Delaware General Corporation Law.