Common use of Indemnification in Third Party Proceedings Clause in Contracts

Indemnification in Third Party Proceedings. (i) Subject to Section 10 hereof, the Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the name of the Company to procure a judgment in its favor) by reason of the fact that the Indemnitee is or was an Agent of the Company, or by reason of any act or inaction by him in any such capacity (including, but not limited to, any written statement of the Indemnitee that (A) is required to be, and is, filed with the Securities and Exchange Commission (the “SEC”) regarding the adequacy of the Company’s internal controls or the accuracy of reports or statements filed by the Company with the SEC pursuant to federal laws and/or administrative regulations (each, a “Required Statement”) or (B) is made to another officer or employee of the Company to support a Required Statement), against any and all Expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines (including any excise taxes assessed with respect to any employee benefit plan), penalties and, subject to Section 10(d) hereof, amounts paid in settlement), actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such Proceeding, but only if the Indemnitee, subject to the presumption set forth in Section 3(c) hereof, 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 Proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful.

Indemnification in Third Party Proceedings. (i) Subject to Section 10 hereofParagraph 8, the Company Corporation shall indemnify the Indemnitee in accordance with the provisions of this Paragraph 3 if the Indemnitee is a party to or to, threatened to be made a party to or otherwise involved in in, any Proceeding (other than a Proceeding by or in the name of the Company Corporation itself to procure a judgment in its favor) ), by reason of the fact that the Indemnitee is or was an Agent a director and/or officer of the Company, Corporation or by reason of any act is or inaction by him in any such capacity (including, but not limited to, any written statement was serving at the request of the Indemnitee that (A) is required to beCorporation as a director, and isofficer, filed with the Securities and Exchange Commission (the “SEC”) regarding the adequacy employee or agent of the Company’s internal controls another corporation, partnership, joint venture, trust or the accuracy of reports or statements filed by the Company with the SEC pursuant to federal laws and/or administrative regulations (each, a “Required Statement”) or (B) is made to another officer or employee of the Company to support a Required Statement)other enterprise, against any and all Expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines (including any excise taxes assessed with respect to any employee benefit plan), penalties and, subject to Section 10(d) hereof, amounts paid in settlement), actually and reasonably incurred by him the Indemnitee in connection with the investigation, defense, defense or settlement or appeal of such Proceeding, but only if provided it is determined, pursuant to Paragraph 7 or by the Indemniteecourt before which such action was brought, subject to that the presumption set forth in Section 3(c) hereof, Indemnitee acted in good faith and in a manner the Indemnitee that he reasonably believed to be in, in or not opposed to, to the best interests of the Company, Corporation and, with respect to any in the case of a criminal Proceedingproceeding, had no reasonable cause to believe Indemnitee’s that his conduct was unlawful. The termination of any such Proceeding by judgment, order of court, settlement, conviction or upon a plea of NOLO CONTENDERE or its equivalent shall not, of itself, create a presumption that the Indemnitee did not act in good faith or in a manner that he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal proceeding, that such person had reasonable cause to believe that his conduct was unlawful.

Indemnification in Third Party Proceedings. (i) Subject to Section 10 hereofbelow, the Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or otherwise involved in any Proceeding proceeding (other than a Proceeding proceeding by or in the name of the Company to procure a judgment in its favor) by reason of the fact that the Indemnitee is or was an Agent agent of the Company, or by reason of any act or inaction by him in any such capacity (including, but not limited to, any written statement of the Indemnitee that (Ai) is required to be, and is, filed with the Securities and Exchange Commission (the “SEC”) regarding the adequacy of the Company’s internal controls or the accuracy of reports or statements filed by the Company with the SEC pursuant to federal laws and/or administrative regulations (each, a “Required Statement”) or (Bii) is made to another officer or employee of the Company to support a Required Statement), against any and all Expenses expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines (including any excise taxes assessed with respect to any employee benefit planand penalties), penalties and, subject to Section 10(d) hereof, amounts paid in settlement), actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such Proceedingproceeding, but only if the Indemnitee, subject to the presumption set forth in Section 3(c) hereof, Indemnitee acted in good faith and in a manner the Indemnitee he reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal Proceedingaction or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful, pursuant to the presumption set forth in subsection (c) below, as applicable. The termination of any proceeding by judgment, order of court, settlement, conviction or on plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Company, and with respect to any criminal proceedings, that such person had reasonable cause to believe that his conduct was unlawful.

Indemnification in Third Party Proceedings. (i) Subject to Section 10 hereofbelow, the Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or otherwise involved in any Proceeding proceeding (other than a Proceeding proceeding by or in the name of the Company to procure a judgment in its favor) by reason of the fact that the Indemnitee is or was an Agent agent of the Company, or by reason of any act or inaction by him in any such capacity (including, but not limited to, any written statement of the Indemnitee that (Ai) is required to be, and is, filed with the Securities and Exchange Commission (the “"SEC”") regarding the adequacy of the Company’s 's internal controls or the accuracy of reports or statements filed by the Company with the SEC pursuant to federal laws and/or administrative regulations (each, a “"Required Statement”") or (Bii) is made to another officer or employee of the Company to support a Required Statement), against any and all Expenses expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines (including any excise taxes assessed with respect to any employee benefit plan), penalties and, subject to Section 10(d) hereof, amounts paid in settlementand penalties), actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such Proceedingproceeding, but only if the Indemnitee, subject to the presumption set forth in Section 3(c) hereof, Indemnitee acted in good faith and in a manner the Indemnitee he reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal Proceedingaction or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful. The termination of any proceeding by judgment, order of court, settlement, conviction or on plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Company, and with respect to any criminal proceedings, that such person had reasonable cause to believe that his conduct was unlawful.

Indemnification in Third Party Proceedings. (i) Subject to Section 10 hereof, the The Company shall indemnify the indemnify, defend, and hold harmless Indemnitee if the from and against, and shall compensate and reimburse Indemnitee is for, any Damages (as defined below) that are directly or indirectly suffered or incurred by Indemnitee as a party to result of, or threatened to be made a party to are directly or otherwise involved in indirectly connected with, any Proceeding threatened, pending or completed action, suit or proceeding (other than a Proceeding an action, suit or proceeding by or in the name right of the Company to procure a judgment in its favor) ), whether civil, criminal, administrative or investigative (a “Proceeding”), to which Indemnitee is or was a party, or is threatened to be made a party, by reason of, or arising from, the fact that Indemnitee is or was an officer of the Company or any of its subsidiaries or a member of the boards of directors of the Company or any of its subsidiaries (collectively, the “Company’s Board”), by reason of any action or inaction on the part of Indemnitee in his role as an officer of the Company or any of its subsidiaries or member of the Company’s Board, or by reason of the fact that the Indemnitee is or was an Agent of serving at the Company, or by reason of any act or inaction by him in any such capacity (including, but not limited to, any written statement of the Indemnitee that (A) is required to be, and is, filed with the Securities and Exchange Commission (the “SEC”) regarding the adequacy of the Company’s internal controls or the accuracy of reports or statements filed by the Company with the SEC pursuant to federal laws and/or administrative regulations (each, a “Required Statement”) or (B) is made to another officer or employee request of the Company as a director, officer, employee, manager, agent or fiduciary of the Company or of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, provided, however, that the Company shall not be obligated to support a Required Statement), against any and all Expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines (including any excise taxes assessed with respect to any employee benefit plan), penalties and, subject to indemnify Indemnitee under this Section 10(d) hereof, amounts paid in settlement), actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such Proceeding, but only if the Indemnitee, subject to the presumption set forth in Section 3(c) hereof, 1 unless Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in, in or not opposed to, to the best interests of the Company, and, with respect to any criminal Proceeding, Indemnitee had no reasonable cause to believe Indemnitee’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 (i) Indemnitee did

Indemnification in Third Party Proceedings. (i) Subject to Section 10 hereof, the Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or otherwise involved in any Proceeding (other than a Proceeding by or in the name of the Company to procure a judgment in its favor) by reason of the fact that the Indemnitee is or was an Agent of the CompanyAgent, or by reason of any act or inaction by him Indemnitee in any such capacity (including, but not limited to, any written statement of the Indemnitee that (A) is required to be, and is, filed with the Securities and Exchange Commission (the “SEC”) regarding the adequacy of the Company’s internal controls or the accuracy of reports or statements filed by the Company with the SEC pursuant to federal laws and/or administrative regulations (each, a “Required Statement”) or (B) is made to another officer or employee of the Company to support a Required Statement), against any and all Expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines (including any excise taxes assessed with respect to any employee benefit plan), penalties and, subject to Section 10(d) hereof, amounts paid in settlement), actually and reasonably incurred by him Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceeding, but only if the Indemnitee, subject to the presumption set forth in Section 3(c) hereof, 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 Proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful.

Indemnification in Third Party Proceedings. (i) Subject to Section 10 hereofbelow, the Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or otherwise involved in any Proceeding proceeding (other than a Proceeding proceeding by or in the name of the Company to procure a judgment in its favor) by reason of the fact that the Indemnitee is or was an Agent agent of the Company, or by reason of any act or inaction by him Indemnitee in any such capacity (including, but not limited to, any written statement of the Indemnitee that (A) is required to be, and is, filed with the Securities and Exchange Commission (the “SEC”) regarding the adequacy of the Company’s internal controls or the accuracy of reports or statements filed by the Company with the SEC pursuant to federal laws and/or administrative regulations (each, a “Required Statement”) or (B) is made to another officer or employee of the Company to support a Required Statement)capacity, against any and all Expenses expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines (including any excise taxes assessed with respect to any employee benefit plan), penalties and, subject to Section 10(d) hereof, amounts paid in settlementand penalties), actually and reasonably incurred by him Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceedingproceeding, but only if the Indemnitee, subject to the presumption set forth in Section 3(c) hereof, 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 Proceedingaction or proceeding, had no reasonable cause to believe Indemnitee’s 's conduct was unlawful, pursuant to the presumption set forth in subsection (c) below, as applicable. The termination of any proceeding by judgment, order of court, settlement, conviction or on plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith 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 proceedings, that such person had reasonable cause to believe that his conduct was unlawful.