Common use of INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY Clause in Contracts

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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. The Company will not indemnify Indemnitee for Expenses under this Section 4 related to any claim, issue or matter in a Proceeding for which Indemnitee has been finally adjudged by a court to be liable to the Company, unless subject to applicable law, and only to the extent that, the Delaware Court of Chancery or any court in which the Proceeding was brought determines upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 43, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee he or she reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to 3 in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such expenses as the Delaware Court of Chancery or such other court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will indemnify Except as limited by Section 3 above, the Indemnitee shall be entitled to the indemnification rights provided in accordance with the provisions of this Section 4 if the Indemnitee is, was or is a party or is threatened to be made, made a party to to, or a participant in was or is otherwise involved in, any Proceeding brought by or in the right of the Company to procure a judgment in its favorfavor by reason of the fact that the Indemnitee is or was a director, officer, employee, agent, or trustee of the Company or while a director, officer, employee, agent, or trustee of the Company is or was serving at the request of the Company as a director, officer, employee, agent, or trustee of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan, or by reason of anything done or not done by the Indemnitee in any such capacity. Pursuant to this Section 4Section, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if the 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. The Company will not indemnify Indemnitee for Expenses under this Section 4 related to ; provided, however, that no such indemnification shall be made in respect of any claim, issue issue, or matter in a Proceeding for as to which the DGCL expressly prohibits such indemnification by reason of any adjudication of liability of the Indemnitee has been finally adjudged by a court to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery of the State of Delaware or any the court in which the such Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such expense, liability, and loss as such court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery of the State of Delaware (the “Delaware Court”) or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to such indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 43, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses and, to the fullest extent permitted by law, amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee he or she reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee for Expenses No indemnification shall be made under this Section 4 related to 3 in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such expenses as the Delaware Court of Chancery or such other court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee isis made, 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 to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee him or her or on Indemnitee’s his or her behalf in connection with the defense or settlement of such Proceeding or any action, discovery event, claim, issue or matter thereintherein or related thereto, if Indemnitee acted in good faith and in faith, for a manner Indemnitee purpose which he or she reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee for Expenses No indemnification, however, shall be made under this Section 4 related to in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery or any court in which the Proceeding was brought or, if no Proceeding was brought in a court, any court of competent jurisdiction, determines upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably is entitled to indemnificationindemnification for such portion of the Expenses as the court deems proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor, by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will indemnify Except as limited by Section 3 above, the Indemnitee shall be entitled to the indemnification rights provided in accordance with the provisions of this Section 4 if the Indemnitee is, was or is a party or is threatened to be made, made a party to to, or a participant in was or is otherwise involved in, any Proceeding brought by or in the right of the Company to procure a judgment in its favorfavor by reason of the fact that the Indemnitee is or was a director, officer, employee, agent, or trustee of the Company or while a director, officer, employee, agent, or trustee of the Company is or was serving at the request of the Company as a director, officer, employee, agent, or trustee of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan, or by reason of anything done or not done by the Indemnitee in any such capacity. Pursuant to this Section 4Section, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law shall be indemnified against all Expenses expense, liability, and loss (including judgments, fines, ERISA excise taxes or penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred by the Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if the 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. The Company will not indemnify Indemnitee for Expenses under this Section 4 related to ; provided, however, that no such indemnification shall be made in respect of any claim, issue issue, or matter in a Proceeding for as to which the DGCL expressly prohibits such indemnification by reason of any adjudication of liability of the Indemnitee has been finally adjudged by a court to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery of the State of Delaware or any the court in which the such Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such expense, liability, and loss as such court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall be liable to indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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. The Company will not indemnify Indemnitee ; provided, however that no indemnification for Expenses shall be made under this Section 4 related to in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless subject to applicable law, and only to the extent that, the Delaware Court of Chancery or that any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 43, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s 's behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee he or she reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to 3 in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such expenses as the Delaware Court of Chancery or such other court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery of the State of Delaware (the “Delaware Court”) or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify and hold harmless Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee him or on Indemnitee’s his behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court in a non-appealable decision to be liable to the Company, unless subject to applicable law, and only to the extent that, the Delaware Court of Chancery or that any court in which the Proceeding was brought determines or the Delaware Court (as defined below) shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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. The Company will not indemnify Indemnitee for Expenses under this Section 4 related to any claim, issue or matter in a Proceeding for which Indemnitee has been finally adjudged by a court to be liable to the Company, unless subject to applicable lawunless, and only to the extent that, the Delaware Court of Chancery of the state of Delaware (the “Delaware Court”) or any court in which the Proceeding was brought determines upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee Xxxxxxxxxx is fairly and reasonably entitled to indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 3 if Indemnitee is, is a party to or is threatened to be made, made a party to or a participant otherwise involved in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4favor by reason of the fact that Indemnitee is or was a director and/or officer of the Company, or is or was serving at the request of the Company will indemnify Indemnitee to the fullest extent permitted by applicable law as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of an Enterprise, against all Expenses actually and reasonably incurred by Indemnitee (or on Indemnitee’s behalf his behalf) in connection with such Proceeding provided it is determined pursuant to Section 7 of this Agreement or any claimby the court having jurisdiction in the matter, issue or matter therein, if that Indemnitee acted in good faith and in a manner Indemnitee that he reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee for Expenses , except that no indemnification shall be made under this Section 4 related to 3 in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court to be liable to the Company, Company unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery or any the court in which the such Proceeding was brought determines or is pending, shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnity for such Expenses as the Delaware Court of Chancery or such other court shall deem proper. Indemnitee shall have the right to employ Indemnitee’s own legal counsel in any Proceeding for which indemnification is available under this Section 3.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 0 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 40, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee he or she reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to 0 in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such expenses as the Delaware Court of Chancery or such other court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 43, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee he or she reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to 3 in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such Expenses as such court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will hold harmless and indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will hold harmless and indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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. The Notwithstanding the foregoing, if applicable law so provides, the Company will not hold harmless and indemnify Indemnitee for Expenses under this Section 4 related to any claim, issue or matter in a Proceeding for which Indemnitee has been finally adjudged by a court to be liable to the Company, unless subject to applicable lawunless, and only to the extent that, the Delaware Court of Chancery of the State of Delaware or any court in which the Proceeding was brought determines upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationthat such indemnification may be made.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law Applicable Law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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. The Company will not indemnify Indemnitee for Expenses under this Section 4 related to any claim, issue or matter in a Proceeding for which Indemnitee has been finally adjudged by a court to be liable to the Company, unless subject to applicable lawunless, and only to the extent that, the Delaware Court of Chancery (the “Delaware Court”) or any court in which the Proceeding was brought determines upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 43, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to 3 in respect of any Proceeding or any claim, issue or matter in a Proceeding for therein as to which Indemnitee has shall have been finally adjudged by a court to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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. The Notwithstanding the foregoing, if applicable law so provides, the Company will not indemnify Indemnitee for Expenses under this Section 4 related to any claim, issue or matter in a Proceeding for which Indemnitee has been finally adjudged by a court to be liable to the Company, unless subject to applicable lawunless, and only to the extent that, the Delaware Court of Chancery of the State of Delaware or any court in which the Proceeding was brought determines upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationthat such indemnification may be made.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee him or her or on Indemnitee’s his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee he or she reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee If applicable law so provides, no indemnification for Expenses shall be made under this Section 4 related to in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify and hold harmless Indemnitee, to the fullest extent permitted by applicable law, from and against all Liabilities and Expenses suffered or incurred by Indemnitee or on Indemnitee’s behalf in accordance connection with the provisions or as a consequence of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee he reasonably believed to be in in, or not opposed opposed, to the best interests of the Company. The Company will not indemnify Indemnitee No indemnification for Liabilities and Expenses shall be made under this Section 4 related to 3 in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification. For the avoidance of doubt, a finding, admission or stipulation that an Indemnitee has acted with gross negligence or recklessness shall not, of itself, create a presumption that such Indemnitee has failed to meet the standard or conduct required for indemnification in this Section 3.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s 's behalf 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. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery (as hereinafter defined) or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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. The Company will not indemnify Indemnitee If applicable law so provides, no indemnification for Expenses shall be made under this Section 4 related to in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court of competent jurisdiction (after the time for an appeal has expired) to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery (as hereinafter defined) or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee Xxxxxxxxxx is fairly and reasonably entitled to indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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. The Company will not indemnify Indemnitee for Expenses under this Section 4 related to any claim, issue or matter in a Proceeding for which Indemnitee has been finally adjudged by a court to be liable to the Company, unless subject to applicable lawunless, and only to the extent that, the Delaware Court of Chancery of the state of Delaware (the “Delaware Court”) or any court in which the Proceeding was brought determines upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 43, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee he or she reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to 3 in respect of any claim, issue issue, or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Nevada Business Court of Chancery or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such expenses as the Nevada Business Court or such other court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify and hold harmless Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee him or on Indemnitee’s his behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee No indemnification, hold harmless or exoneration for Expenses shall be made under this Section 4 related to in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court to be liable to the Company, unless subject to applicable law, and only to the extent that, the Delaware Court of Chancery or that any court in which the Proceeding was brought determines or the Delaware Court shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification, to be held harmless or to exoneration.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will indemnify Except as limited by Section 2 above, Indemnitee shall be entitled to the indemnification rights provided in accordance with the provisions of this Section 4 if Indemnitee is, was or is a party or is threatened to be made, made a party to or a participant in any Proceeding brought by or in the right of the Company to procure a judgment in its favorfavor by reason of the fact that Indemnitee 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 or agent of any other entity, or by reason of anything done or not done by Indemnitee in any such capacity. Pursuant to this Section 4Section, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law shall be indemnified against all costs, judgments, penalties, fines, liabilities, amounts paid in settlement by or on behalf of Indemnitee, and Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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. The Company will not indemnify Indemnitee for Expenses under this Section 4 related to ; provided, however, that no such indemnification shall be made in respect of any claim, issue issue, or matter in a Proceeding for as to which the DGCL expressly prohibits such indemnification by reason of any adjudication of liability of Indemnitee has been finally adjudged by a court to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery of the State of Delaware or any the court in which the Proceeding such action or suit was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such costs, judgments, penalties, fines, liabilities, amounts paid in settlement and Expenses as such court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify and hold harmless Indemnitee in accordance with the provisions of this Section 4 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 43, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to 3 in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court to be liable to the Company, unless subject to applicable law, and only to the extent that, the Delaware Court of Chancery or that any court in which the Proceeding was brought determines or the Delaware Court shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favorfavor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee Xxxxxxxxxx acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery (as hereinafter defined) or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 43, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to 3 in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such expenses as the Delaware Court of Chancery or such other court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law and the Articles against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery (as hereinafter defined) or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 43, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee he or she reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to 3 in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such expenses as the Delaware Court of Chancery or such other court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Subject to Section 7, the Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 3 if Indemnitee is, was 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 to procure a judgment in its favor. Pursuant Subject to this Section 47, the Company will indemnify Indemnitee to the fullest extent not prohibited by (and not merely to the extent affirmatively permitted by by) applicable law law, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to 3 in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless subject to applicable law, and only except to the extent that, that the Delaware Court of Chancery or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 43, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to 3 in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such expenses as the Delaware Court of Chancery or such other court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 3 if Indemnitee is, or is threatened to be with being made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 43, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee he or she reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee If required by applicable law, no indemnification for Expenses shall be made under this Section 4 related to 3 in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery (the “Chancery”) or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnification may be made.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery (as hereinafter defined) or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such Expenses which the Delaware Court or such other court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Subject to the terms and conditions herein, the Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 43, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law and the Articles against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee he or she reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to 3 in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless subject to applicable law, and only to the extent that, the Delaware Court of Chancery or that any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such Expenses as such court shall deem proper other than by reason of such person’s dishonesty, willful default or fraud.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law and the Charter against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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. The Company will not indemnify Indemnitee for Expenses under this Section 4 related to any claim, issue or matter in a Proceeding for which Indemnitee has been finally adjudged by a court to be liable to the Company, unless subject to applicable lawunless, and only to the extent that, the Delaware Court of Chancery or any court or tribunal in which the Proceeding was brought determines upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will indemnify Indemnitee shall be entitled to the indemnification rights provided in accordance with the provisions of this Section 4 if the Indemnitee is, was or is a party or is threatened to be made, made a party to to, or a participant in was or is otherwise involved in, any Proceeding brought by or in the right of the Company to procure a judgment in its favorfavor by reason of the Indemnitee’s Corporate Status, or by reason of anything done or not done by the Indemnitee in any such capacity. Pursuant to this Section 4Section, the Company will indemnify Indemnitee shall be indemnified, to the fullest extent permitted by applicable law law, against all Expenses expense, liability, and loss (including judgments, fines, ERISA excise taxes or penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred by the Indemnitee or on Indemnitee’s behalf in connection with such Proceeding (including, but not limited to, the investigation defense or any claim, issue or matter therein, appeal thereof) if the 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. The Company will not indemnify Indemnitee for Expenses under this Section 4 related to ; provided, however, that no such indemnification shall be made in respect of any claim, issue issue, or matter in a Proceeding for as to which the DGCL expressly prohibits such indemnification by reason of any adjudication of liability of the Indemnitee has been finally adjudged by a court to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery of the State of Delaware or any the court in which the such Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such expense, liability, and loss as such court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee Indemnitee, to the fullest extent permitted by applicable law law, against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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. The Company will not indemnify Indemnitee for Expenses under this Section 4 related to any claim, issue or matter in a Proceeding for which Indemnitee has been finally adjudged by a court to be liable to the Company, unless subject to applicable lawunless, and only to the extent that, the Delaware Court of Chancery (the “Delaware Court”) or any court in which the Proceeding was brought determines upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 3 if Indemnitee is, or is threatened to be made, a party to or a witness or other participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 43, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s their behalf in connection with such Proceeding or any claim, issue or matter therein, 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. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to 3 in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such Expenses as the Delaware Court of Chancery or such other court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 43, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s 's behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee indemnitee acted in good faith and in a manner Indemnitee he or she reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to 3 in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such expenses as the Delaware Court of Chancery or such other court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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. The Company will not indemnify Indemnitee for Expenses under this Section 4 related to any claim, issue or matter in a Proceeding for which Indemnitee has been finally adjudged by a court to be liable to the Company, unless subject to applicable lawunless, and only to the extent that, the Delaware Court of Chancery for the state of Delaware (the “Delaware Court”) or any court in which the Proceeding was brought determines upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee Xxxxxxxxxx is fairly and reasonably entitled to indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 43, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee Ixxxxxxxxx acted in good faith and in a manner Indemnitee he or she reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to 3 in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such expenses as the Delaware Court of Chancery or such other court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 43, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee he or she reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to 3 in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court of competent jurisdiction, or shall have admitted or entered a plea of nolo contendere or guilt, to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such expenses as the Delaware Court of Chancery or such other court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 43, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee he or she reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to 3 in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such Expenses as the Delaware Court of Chancery or such other court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by such Indemnitee or on by reason of Indemnitee’s behalf Corporate Status in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner such Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court to be liable to the Company, unless subject to applicable law, and only to the extent that, that [the Delaware Court of Chancery or or] any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such Expenses as such court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 3 if Indemnitee is, or is threatened to be made, a party to or a witness or other participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 43, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if provided, Indemnitee acted in good faith and in a manner Indemnitee he or she reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to 3 in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such expenses as the Delaware Court of Chancery or such other court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in unless such Proceedings arose as a manner Indemnitee reasonably believed to be in or not opposed to the best interests result of the CompanyIndemnitee’s own willful misconduct or actual fraud as determined by a court of competent jurisdiction. The Company will not indemnify Indemnitee for Expenses under this Section 4 related to any claim, issue or matter in a Proceeding for which Indemnitee has been finally adjudged by a court to be liable to the Company, unless subject to applicable lawunless, and only to the extent that, the Delaware Court of Chancery Cayman court or any court in which the Proceeding was brought determines upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will hold harmless and indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will hold harmless and indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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. The Notwithstanding the foregoing, the Company will not hold harmless and indemnify Indemnitee for Expenses under this Section 4 related to any claim, issue or matter in a Proceeding for which Indemnitee has been finally adjudged by a court to be liable to the Company, unless subject to applicable lawunless, and only to the extent that, the Delaware Court of Chancery of the State of Delaware or any court in which the Proceeding was brought determines upon application by Indemnitee that, that such indemnification despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee such person is fairly and reasonably entitled to indemnificationindemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify and hold harmless Indemnitee in accordance with the provisions of this Section 4 if 5 if, by reason of his Corporate Status, Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 45, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee him or on Indemnitee’s his behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee Notwithstanding the foregoing, no indemnification for Expenses shall be made under this Section 4 related to 5 in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court to be liable to the Company, unless subject to applicable law, and only to the extent that, the Delaware Court of Chancery or that any court in which the Proceeding was brought determines or the Delaware Court shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall be liable to indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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. The Company will not indemnify Indemnitee ; provided, however that no indemnification for Expenses shall be made under this Section 4 related to in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Chancery Court of Chancery the State of Delaware (the “Delaware Court”) or any the court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnity for such Expenses which the Delaware Court or such other court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery (the “Delaware Court”) or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such Expenses as the Delaware Court or other court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, is a party to or is threatened to be made, made a party to or a participant otherwise involved in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4favor by reason of the fact that Indemnitee is or was a director or executive officer of the Company, or is or was serving at the request of the Company will indemnify Indemnitee to the fullest extent permitted by applicable law as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of an Enterprise, against all Expenses actually and reasonably incurred by Indemnitee (or on Indemnitee’s behalf his behalf) in connection with such Proceeding provided it is determined pursuant to Section 8 of this Agreement or any claimby the court having jurisdiction in the matter, issue or matter therein, if that Indemnitee acted in good faith and in a manner Indemnitee that he reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee for Expenses , except that no indemnification shall be made under this Section 4 related to in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court to be liable to the Company, Company unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery or any the court in which the such Proceeding was brought determines or is pending, shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnity for such Expenses as the Delaware Court of Chancery or such other court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will indemnify Indemnitee in accordance with the provisions of under this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to Under this Section 4, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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. The Company will not indemnify Indemnitee for Expenses under this Section 4 related to any claim, issue or matter in a Proceeding for which Indemnitee has been finally adjudged by a court to be liable to the Company, unless subject to applicable lawunless, and only to the extent that, the Delaware Court of Chancery or any court in which the Proceeding was brought determines upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 43, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee he or she reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to 3 in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court of competent jurisdiction in a non-appealable decision, or such decision is not appealed, to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such expenses as the Delaware Court of Chancery or such other court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Subject to Sections 8 and 9, the Company will indemnify shall indemnify, defend and hold harmless Indemnitee to the fullest extent permitted or required by the laws of the State of Delaware in accordance with effect as of the provisions date hereof or as such laws may from time to time hereafter be amended to increase the scope of this Section 4 such permitted indemnification, if Indemnitee is, was or is a party or is threatened to be made, made a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4favor by reason of the fact that Indemnitee is or was a director and/or officer of the Company, or is or was serving at the request of the Company will indemnify Indemnitee to the fullest extent permitted by applicable law as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, against all Expenses actually and reasonably incurred by Indemnitee (or on Indemnitee’s behalf his or her behalf) in connection with the defense or settlement of such Proceeding or any claim, issue or matter therein, if provided the Indemnitee acted in good faith and in a manner Indemnitee which he or she reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee for Expenses and, in the case of a criminal Proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful, and except that no indemnification shall be made under this Section 4 related to in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court to be liable to the Company, Company unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery or any other court in which the such Proceeding was brought determines or is pending, shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnity for such Expenses as the Delaware Court of Chancery or other court in such Proceeding shall deem proper. Indemnitee shall have the right to employ Indemnitee’s own legal counsel in any Proceeding for which indemnification is available under this Section 4, subject to Section 8 below.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery of the State of Delaware (the “Delaware Court”) or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such expenses as the Delaware Court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 3 if Indemnitee was or is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 43, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee he or she reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to 3 in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such expenses as the Delaware Court of Chancery or such other court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee him or her or on Indemnitee’s his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee he or she reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee If applicable law so provides, no indemnification for Expenses shall be made under this Section 4 related to in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery of the State of Delaware (“Delaware Court”) or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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. The Company will not indemnify Indemnitee for Expenses under this Section 4 related to any claim, issue or matter in a Proceeding for which Indemnitee has been finally adjudged by a court to be liable to the Company, unless subject to applicable lawunless, and only to the extent that, the Delaware Court of Chancery or the (“Delaware Court”)or any court in which the Proceeding was brought determines upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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. The Company will not indemnify Indemnitee for Expenses under this Section 4 related to any claim, issue or matter in a Proceeding for which Indemnitee has been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless subject to applicable lawunless, and only to the extent that, the Delaware Court of Chancery or any court in which the Proceeding was brought determines upon application by Indemnitee that, despite the adjudication of liability liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor, by reason of Indemnitee’s Corporate Status. Pursuant to this Section 43, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to 3 in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery (as hereinafter defined) or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in unless such Proceedings arose as a manner Indemnitee reasonably believed to be in or not opposed to the best interests result of the CompanyIndemnitee's own willful misconduct or actual fraud as determined by a court of competent jurisdiction. The Company will not indemnify Indemnitee for Expenses under this Section 4 related to any claim, issue or matter in a Proceeding for which Indemnitee has been finally adjudged by a court to be liable to the Company, unless subject to applicable lawunless, and only to the extent that, the Delaware Court of Chancery Cayman court or any court in which the Proceeding was brought determines upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 43, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee he or she reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee If applicable law so provides, no indemnification for Expenses shall be made under this Section 4 related to 3 in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Nevada Court of Chancery or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such expenses as the Nevada Court of Chancery or such other court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify and hold harmless Indemnitee in accordance with the provisions of this Section 4 1(b) if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 41(b), the Company will indemnify Indemnitee to the fullest extent permitted by applicable law shall be indemnified against all Expenses Losses actually and reasonably incurred by Indemnitee him or on Indemnitee’s his behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee No indemnification for Expenses Losses shall be made under this Section 4 related to 1(b) in respect of any claim, issue or matter in a any Proceeding for as to which Indemnitee has shall have been finally adjudged by a court in a non-appealable decision to be liable to the Company, unless subject to applicable law, and only to the extent that, the Delaware Court of Chancery or that any court in which the Proceeding was brought determines or the Chancery Court in the State of Delaware shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, that Indemnitee is fairly and reasonably entitled to indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses Expenses, actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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. The Company will not indemnify Indemnitee for Expenses No indemnification shall be made under this Section 4 related to in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Chancery Court of Chancery the State of Delaware (the “Delaware Court”) or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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. The Company will not indemnify Indemnitee for Expenses under this Section 4 related to any claim, issue or matter in a Proceeding for which Indemnitee has been finally adjudged by a court to be liable to the Company, unless subject to applicable lawunless, and only to the extent that, the Delaware Court of Chancery or any court in which the Proceeding was brought determines upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.. |US-DOCS\126606244.2||

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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. The Company will not indemnify Indemnitee for Expenses under this Section 4 related to any claim, issue or matter in a Proceeding for which Indemnitee has been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless subject to applicable lawunless, and only to the extent that, a court of competent jurisdiction in Ireland (the Delaware Court of Chancery or any court “Irish Court”) in which the Proceeding was brought determines upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee Xxxxxxxxxx is fairly and reasonably entitled to indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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. The Company will not indemnify Indemnitee If applicable law so provides, no indemnification for Expenses shall be made under this Section 4 related to in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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. The Company will not indemnify Indemnitee for Expenses under this Section 4 related to any claim, issue or matter in a Proceeding for which Indemnitee has been finally adjudged by a court to be liable to the Company, unless subject to applicable lawunless, and only to the extent that, the Delaware Court of Chancery of the state of Delaware (the “Delaware Court”) or any court in which the Proceeding was brought determines upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee Xxxxxxxxxx is fairly and reasonably entitled to indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will indemnify Except as limited by Section 3 above, the Indemnitee shall be entitled to the indemnification rights provided in accordance with the provisions of this Section 4 if the Indemnitee is, was or is a party or is threatened to be made, made a party to to, or a participant in was or is otherwise involved in, any Proceeding brought by or in the right of the Company to procure a judgment in its favorfavor by reason of the fact that the Indemnitee is or was a director, officer, employee, agent, or trustee of the Company or while a director, officer, employee, agent, or trustee of the Company is or was serving at the request of the Company as a director, officer, employee, agent, or trustee of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan, or by reason of anything done or not done by the Indemnitee in any such capacity. Pursuant to this Section 4Section, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law shall be indemnified against all Expenses expense, liability, and loss (including judgments, fines, ERISA excise taxes, federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred by the Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if the 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. The Company will not indemnify Indemnitee for Expenses under this Section 4 related to ; provided, however, that no such indemnification shall be made in respect of any claim, issue issue, or matter in a Proceeding for as to which the DGCL expressly prohibits such indemnification by reason of any adjudication of liability of the Indemnitee has been finally adjudged by a court to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery of the State of Delaware or any the court in which the such Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such expense, liability, and loss as such court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee Xxxxxxxxxx acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee for Expenses under this Section 4 related to any claim, issue or matter in a Proceeding for which Indemnitee has been finally adjudged by a court to be liable to the Company, unless subject to applicable law, and only to the extent that, the Delaware Court of Chancery or any court in which the Proceeding was brought determines upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery (as defined below) or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 43, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee he or she reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to 3 in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such expenses as the court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually Expenses, losses, liabilities, judgments, fines, penalties and reasonably amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, losses, liabilities, judgments, fines, penalties and amounts paid in settlement) incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee No indemnification for Expenses Expenses, losses, liabilities, judgments, fines, penalties and amounts paid in settlement shall be made under this Section 4 related to in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery (the “Delaware Court”) or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such expenses as the Delaware Court or such other court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s his or her behalf in connection with such Proceeding or any claim, discovery event, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee he or she reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court to be liable to the Company, unless subject to applicable law, and only to the extent that, the Delaware Court of Chancery or that any court in which the Proceeding was brought determines or the Delaware Court of Chancery shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such portion of the Expenses as the court deems proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 43, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee he or she reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to 3 in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless subject to applicable law, and only to the extent that, the Delaware Court that a court of Chancery or any court in which the Proceeding was brought determines competent jurisdiction shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such expenses as such court shall deem proper, subject to the right of Indemnitee under Section 8.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, is a party to or is threatened to be made, made a party to or a participant otherwise involved in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4favor by reason of the fact that Indemnitee is or was a director or executive officer of the Company, or is or was serving at the request of the Company will indemnify Indemnitee to the fullest extent permitted by applicable law as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of an Enterprise, against all Expenses actually and reasonably incurred by Indemnitee (or on Indemnitee’s behalf her behalf) in connection with such Proceeding provided it is determined pursuant to Section 8 of this Agreement or any claimby the court having jurisdiction in the matter, issue or matter therein, if that Indemnitee acted in good faith and in a manner Indemnitee that she reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee for Expenses , except that no indemnification shall be made under this Section 4 related to in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court to be liable to the Company, Company unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery or any the court in which the such Proceeding was brought determines or is pending, shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnity for such Expenses as the Delaware Court of Chancery or such other court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 43, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law and the Company’s Memorandum and Articles of Association against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee he or she reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to 3 in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court court of Chancery or any court the Cayman Islands in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such expenses as the court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 43, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee he or she reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to 3 in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery or any court Nevada courts in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such expenses as the Nevada courts shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify and hold harmless Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee him or on Indemnitee’s his behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee No indemnification, hold harmless or exoneration for Expenses shall be made under this Section 4 related to in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court to be liable to the Company, unless subject to applicable law, and only to the extent that, the Delaware Court of Chancery or that any court in which the Proceeding was brought determines or the Delaware Court shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification., to be held harmless or to exoneration.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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. The Company will not indemnify Indemnitee for Expenses under this Section 4 related to any claim, issue or matter in a Proceeding for which Indemnitee has been finally adjudged by a court to be liable to the Company, unless subject to applicable lawunless, and only to the extent that, the Delaware Court of Chancery (the “Delaware Court”) or any court in which the Proceeding was brought determines upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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. The Company will not indemnify Indemnitee for Expenses under this Section 4 related to any claim, issue or matter in a Proceeding for which Indemnitee has been finally adjudged by a court to be liable to the Company, unless subject to applicable lawunless, and only to the extent that, the Delaware Court of Chancery or any court in which the Proceeding underlying Proceeding, whether brought by the Company or a third party, was brought determines upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify and hold harmless Indemnitee in accordance with the provisions of this Section 4 1(b) if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 41(b), the Company will indemnify Indemnitee to the fullest extent permitted by applicable law shall be indemnified against all Expenses Losses actually and reasonably incurred by Indemnitee him or on Indemnitee’s his behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee No indemnification for Expenses Losses shall be made under this Section 4 related to 1(b) in respect of any claim, issue or matter in a any Proceeding for as to which Indemnitee has shall have been finally adjudged by a court in a non- appealable decision to be liable to the Company, unless subject to applicable law, and only to the extent that, the Delaware Court of Chancery or that any court in which the Proceeding was brought determines or the Chancery Court in the State of Delaware shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, that Indemnitee is fairly and reasonably entitled to indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Section 43, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in except those which are finally judicially determined, by a manner Indemnitee reasonably believed court of competent jurisdiction within the United States, to be in have resulted primarily from the gross negligence or not opposed to the best interests willful misconduct of the CompanyIndemnitee. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to 3 in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such expenses as the Delaware Court of Chancery or such other court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee [him][her] or on Indemnitee’s [his][her] behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee [he][she] reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 43, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee he or she reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to 3 in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery or any the court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such expenses as the Delaware Court of Chancery or such other court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will indemnify Except as limited by Section 3 above, the Indemnitee shall be entitled to the indemnification rights provided in accordance with the provisions of this Section 4 if the Indemnitee is, was or is a party or is threatened to be made, made a party to to, or a participant in was or is otherwise involved in, any Proceeding brought by or in the right of the Company to procure a judgment in its favorfavor by reason of the fact that the Indemnitee is or was a director, agent, or trustee of the Company or while a director, agent, or trustee of the Company, is or was serving at the request of the Company as a director, agent, or trustee of another corporation or of a partnership, joint venture, trust, or other enterprise, including service on any committee or subcommittee of the Board of Directors or with respect to an employee benefit plan, or by reason of anything done or not done by the Indemnitee in any such capacity. Pursuant to this Section 4Section, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law shall be indemnified against all Expenses expense, liability, and loss (including judgments, fines, ERISA excise taxes or penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred by the Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if the 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. The Company will not indemnify Indemnitee for Expenses under this Section 4 related to ; provided, however, that no such indemnification shall be made in respect of any claim, issue issue, or matter in a Proceeding for as to which the IBCL expressly prohibits such indemnification by reason of any adjudication of liability of the Indemnitee has been finally adjudged by a court to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery or any court in which the such Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such expense, liability, and loss as such court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 43, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses and, to the fullest extent permitted by law, amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee for Expenses No indemnification shall be made under this Section 4 related to 3 in respect of any claim, issue or matter in a Proceeding for that (a) falls within the Indemnity Exclusions or (b) as to which Indemnitee has shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such expenses as the Delaware Court of Chancery or such other court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 43, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee he or she reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to 3 in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such expenses as such court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 2.02 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 42.02, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law Law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee he or she reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to 2.02 in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless subject to applicable law, and only to the extent that, the Delaware Court of Chancery or that any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such expenses as such court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 43, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee he or she reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to 3 in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such expenses as such court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 43, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to 3 in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery (the “Delaware Court”) or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such expenses as the Delaware Court or such other court shall deem proper.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, made a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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. The Company will not indemnify Indemnitee for Expenses under this Section 4 related to any claim, issue or matter in a Proceeding for which Indemnitee has been finally adjudged by a court to be liable to the Company, unless subject to applicable lawunless, and only to the extent that, the Delaware Court of Chancery of the state of Delaware (the “Delaware Court”) or any court in which the Proceeding was brought determines upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee Ixxxxxxxxx is fairly and reasonably entitled to indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Section 4, the Company will indemnify and hold harmless Indemnitee against, to the fullest extent permitted by applicable law against law, all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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. The Company will not indemnify Indemnitee for Expenses under this Section 4 related to any claim, issue or matter in a Proceeding for which Indemnitee has been finally adjudged by a court to be liable to the Company, unless subject to applicable lawunless, and only to the extent that, the Delaware Court of Chancery or any court in which the Proceeding was brought determines upon application by Indemnitee Indemnittee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee Indemnittee is fairly and reasonably entitled to indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law Applicable Law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf 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. The Company will not indemnify Indemnitee for Expenses under this Section 4 related to any claim, issue or matter in a Proceeding for which Indemnitee has been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless subject to applicable lawunless, and only to the extent that, the Delaware Court of Chancery or any court in which the Proceeding was brought determines upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The Company will shall indemnify Indemnitee in accordance with the provisions of this Section 4 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 43, the Company will indemnify Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee Xxxxxxxxxx acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee No indemnification for Expenses shall be made under this Section 4 related to 3 in respect of any claim, issue or matter in a Proceeding for as to which Indemnitee has shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless subject to applicable law, and only to the extent that, that the Delaware Court of Chancery or any court in which the Proceeding was brought determines shall determine upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such expenses as the Delaware Court of Chancery or such other court shall deem proper.