Common use of Indemnity in Proceedings by or in the Right of the Corporation Clause in Contracts

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is a party to or threatened to be made a party to any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses actually and reasonable incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if he/she acted in good faith and in a manner which he/she reasonably believed to be in or not opposed to the best interests of the Corporation, except that in indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation, unless and only to the extent that any court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem proper.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is a party to or threatened to be made a party to any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses actually and reasonable reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if he/she Indemnitee acted in good faith and in a manner which he/she Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, except that in no indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee such person shall have been finally adjudged by a court to be liable for negligence or misconduct in the performance of Indemnitee’s duty to the Corporation, unless and only to the extent that any court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem properindemnity.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is a party to or threatened to be made a party to any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses actually and reasonable reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if he/she Indemnitee acted in good faith and in a manner which he/she Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, except that in no indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee such person shall have been finally adjudged by a court to be liable for negligence or misconduct in the performance of Indemnitee's duty to the Corporation, unless and only to the extent that any court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem properindemnity.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify Indemnitee Indemnitee, in accordance with the provisions of this Section 4 if Paragraph 4, against all Expenses actually and reasonably incurred by Indemnitee is a party to in connection with the defense or threatened to be made a party to settlement of any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason favor, including the amount of the fact that judgment or settlement, if Indemnitee is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses actually and reasonable incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if he/she acted in good faith and in a manner which he/he or she reasonably believed to be in or not opposed to the best interests of the Corporation; provided, except however, that in no indemnification for Expenses shall be made under this Section Paragraph 4 in respect of any claim, issue issue, or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation, Corporation unless and only to the extent that any the court in which such Proceeding was brought shall determine brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such the Expenses as such and the amount of the judgment or settlement which the court shall deem proper.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in accordance connection with the provisions defense or settlement of this Section 4 if Indemnitee is a party to or threatened to be made a party to any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses actually and reasonable incurred by Indemnitee in connection with the defense or settlement of such Proceedingfavor, but only if he/she Indemnitee acted in good faith and in a manner which he/she Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, ; except that in no indemnification for Expenses shall be made under this Section 4 section in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation for negligence or misconduct in the performance of Indemnitee’s duty to the Corporation, unless (and then only to the extent that any that) the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as which such court shall deem proper.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is a party to or is threatened to be made a party to or is otherwise involved in any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was (a Director or Officer of the Corporation, or is or was serving at the request of the "Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Claim") against all Expenses actually and reasonable reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if he/she he acted in good faith and in a manner which he/she he reasonably believed to be in or not opposed to the best interests of the Corporation; provided, except however, that in no indemnification for Expenses shall be made under this Section 4 Paragraph 5 for (i) judgments, fines, penalties, or amounts paid in settlement by or on behalf of Indemnitee; or (ii) other Expenses in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation, unless and only to the extent that any court in which such Proceeding was brought shall determine upon application that, despite the any adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such judgments, fines, penalties, or Expenses as such court shall deem proper.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation 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 threatened to be made a party to participant in any Proceeding by or in the right of the Corporation to procure a judgment in its favor favor. Pursuant to this Section 4, Indemnitee shall be indemnified to the fullest extent permitted by reason of the fact that Indemnitee is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, applicable law against all Expenses actually and reasonable reasonably incurred by Indemnitee him or on his behalf in connection with the defense such Proceeding or settlement of such Proceedingany claim, but only issue or matter therein, if he/she Indemnitee acted in good faith and in a manner which he/she he reasonably believed to be in or not opposed to the best interests of the Corporation, except that in . No indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Corporation, unless and only to the extent that the Delaware Court of Chancery or any court in which such the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem properindemnification.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation 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 threatened to be made a party to participant in any Proceeding by or in the right of the Corporation to procure a judgment in its favor favor. Pursuant to this Section 4, Indemnitee shall be indemnified to the fullest extent permitted by reason of the fact that Indemnitee is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, applicable law against all Expenses actually and reasonable reasonably incurred by Indemnitee him or her or on his or her behalf in connection with the defense or settlement of such Proceeding, but only if he/she Indemnitee acted in good faith and in a manner which he/he or she reasonably believed to be in or not opposed to the best interests of the Corporation, except that in . No indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Corporation, unless and only to the extent that the Delaware Court or any court in which such the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem properindemnification.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in accordance connection with the provisions defense or settlement of this Section 4 if Indemnitee is a party to or threatened to be made a party to any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses actually and reasonable incurred by Indemnitee in connection with the defense or settlement of such Proceedingfavor, but only if he/she Indemnitee acted in good faith and in a manner which he/she Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, ; except that in no indemnification for Expenses shall be made under this Section 4 section in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation for misconduct in the performance of Indemnitee’s duty to the Corporation, unless (and then only to the extent that any that) the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as which such court shall deem proper.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation 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 threatened to be made a party to participant (as a witness or otherwise) in any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that favor, if Indemnitee is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses actually and reasonable incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if he/she acted in good faith and in a manner which he/she he reasonably believed to be in or not opposed to the best interests of the Corporation. Pursuant to this Section 4, except that Indemnitee shall be indemnified and held harmless to the fullest extent permitted by applicable law against all Expenses incurred by Indemnitee on his or her behalf in connection with such Proceeding or any claim, issue or matter therein. No indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged by a court to be liable to the Corporation, unless and only to the extent that any court in which such the Proceeding was brought or the Delaware Court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for that such Expenses as such court shall deem properindemnification may be made.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify the Indemnitee in accordance with the provisions of this Section 4 5 if the Indemnitee was or is a party to or a participant in (as a witness or otherwise), 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 Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprisefavor, against all Expenses actually and reasonable reasonably incurred by the Indemnitee in connection with the defense or settlement of such Proceeding, but only Proceeding if he/she the Indemnitee acted in good faith and in a manner which he/she the Indemnitee reasonably believed to be was in or not opposed to the best interests of the Corporation. However, except that in the Indemnitee shall not be entitled to indemnification for Expenses shall be made under this Section 4 5 in respect of connection with any claim, issue or matter as to Proceeding in which the Indemnitee shall have has been adjudged to be liable to the Corporation, Corporation unless and only to the extent that the court conducting such Proceeding, or any other court in which such Proceeding was brought shall determine of competent jurisdiction, determines upon application that, despite the adjudication of liability but in view of all liability, the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem properindemnification in view of all the relevant circumstances.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall be liable to indemnify Indemnitee in accordance with the provisions of this Section 4 8 if Indemnitee is, or is threatened to be made, a party to or threatened to be made a party to participant (as a witness or otherwise) in any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that favor. Pursuant to this Section 8, Indemnitee is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified against all Expenses actually and reasonable reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with the defense such Proceeding (or settlement of such Proceedingany claim, but only issue or matter therein) if he/she Indemnitee acted in good faith and in a manner which he/she Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation; provided, except however, that in no indemnification for Expenses shall be made under this Section 4 8 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court of competent jurisdiction to be liable to the Corporation, unless and only to the extent that any court in which such the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem properindemnification.

Indemnity in Proceedings by or in the Right of the Corporation. The -------------------------------------------------------------- Corporation shall indemnify Indemnitee in accordance with the provisions of this Section Paragraph 4 if Indemnitee is a party to or was or is threatened to be made to become involved in any manner, including without limitation as a party to or witness, in any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any and all Expenses actually and reasonable incurred by Indemnitee in connection with the defense or settlement of such ProceedingExpenses, but only if he/she Indemnitee acted in good faith and, in the case of conduct in his or her official capacity, that such conduct was in the best interests of the Corporation and in a manner which he/she reasonably believed to be in or all other cases at least not opposed to the best interests of the Corporation, except that in no indemnification for Expenses shall be made under this Section Paragraph 4 in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation, unless and only to the extent that any court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem proper.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation 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 threatened to be made a party to participant in any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that favor. Pursuant to this Section 4, Indemnitee is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified against all Expenses actually and reasonable reasonably incurred by Indemnitee him or on his behalf in connection with the defense such Proceeding or settlement of such Proceedingany claim, but only issue or matter therein, if he/she Indemnitee acted in good faith and in a manner which he/she he reasonably believed to be in or not opposed to the best interests of the Corporation, except that in . No indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Corporation, unless and only to the extent that the Delaware Court of Chancery (the “Delaware Court”) or any court in which such the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity indemnification for such Expenses expenses as the Delaware Court or such other court shall deem proper.

Indemnity in Proceedings by or in the Right of the Corporation. The -------------------------------------------------------------- Corporation shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Paragraph, against all Expenses actually and reasonably incurred by Indemnitee is a party to in connection with the defense or threatened to be made a party to settlement of any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses actually and reasonable incurred by Indemnitee in connection with the defense or settlement of such Proceedingfavor, but only if he/she Indemnitee acted in good faith and in a manner which he/he or she reasonably believed to be in or not opposed to the best interests of the Corporation, except that in no indemnification for Expenses shall be made under this Section 4 Paragraph in respect of any claim, issue issue, or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation for negligence or misconduct in the performance of his or her duty to the Corporation, unless and only to the extent that any the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as which such court shall deem proper.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Section 4 section if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was a Director director or Officer officer of the Corporation, Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, enterprise against all Expenses actually and reasonable reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if he/she provided it is determined pursuant to Paragraph 7 of this Agreement or by the court before which such action was brought or by the shareholders of the Corporation in the manner prescribed by Section 317, that Indemnitee acted in good faith and in a manner which he/she he reasonably believed to be in or not opposed to the best interests of the Corporation and its shareholders (for a Proceeding by or in the right of the Corporation) and with such care, except that including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. Notwithstanding the foregoing, no indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation, unless and only to the extent that any court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem proper.Paragraph 4:

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Paragraph 4, against all Expenses actually and reasonably incurred by Indemnitee is a party to in connection with the defense or threatened to be made a party to settlement of any Proceeding by or in the right of the Corporation to procure a judgment in its favor against Indemnitee by reason of the fact that Indemnitee (i) is or was a Director or Officer of the Corporation, or (ii) is or was serving at the request of the Corporation as a director, officer, employee Director or agent officer of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses actually and reasonable incurred by Indemnitee in connection with enterprise while a Director of the defense or settlement of such ProceedingCorporation, but only if he/she Indemnitee acted in good faith and in a manner which he/he or she reasonably believed to be in or not opposed to the best interests of the Corporation, except that in no indemnification for Expenses shall be made under this Section 4 Paragraph in respect of any claim, issue issue, or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation for negligence or misconduct in the performance of his or her duty to the Corporation, unless and only to the extent that any the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as which such court shall deem proper.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is a party to or is threatened to be made a party to or is otherwise involved in any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was (a Director or Officer of the Corporation, or is or was serving at the request of the ``Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Claim'') against all Expenses actually and reasonable reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if he/she he acted in good faith and in a manner which he/she he reasonably believed to be in or not opposed to the best interests of the Corporation; provided, except however, that in no indemnification for Expenses shall be made under this Section 4 Paragraph 5 for (i) judgments, fines, penalties, or amounts paid in settlement by or on behalf of Indemnitee; or (ii) other Expenses in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation, unless and only to the extent that any court in which such Proceeding was brought shall determine upon application that, despite the any adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such judgments, fines, penalties, or Expenses as such court shall deem proper.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Section 4 if paragraph, against all Expenses actually and reasonably incurred by or for Indemnitee is a party to or threatened to be made a party to in connection with any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses actually and reasonable incurred by Indemnitee in connection with the defense or settlement of such Proceedingfavor, but only if he/she Indemnitee acted in good faith and in a manner which he/he or she reasonably believed to be in or not opposed to the best interests of the Corporation, except that in no indemnification for Expenses shall be made under this Section 4 paragraph in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation, unless and only to the extent that any the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as which such court shall deem proper.

Indemnity in Proceedings by or in the Right of the Corporation. The Subject to the terms and conditions herein, the Corporation shall and does hereby hold harmless and indemnify Indemnitee in accordance with the provisions if by reason of this Section 4 if his Corporate Status Indemnitee is a party to or threatened to be made a party to or otherwise involved in any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses actually and reasonable reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only Proceeding if he/she he acted in good faith and in a manner which he/she he reasonably believed to be in in, or not opposed to to, the best interests of the Corporation, except that in that, if applicable law so provides, no indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation, Corporation (and is not exonerated from liability under the Certificate of Incorporation) unless and only to the extent that any court in which such Proceeding was brought (or an appropriate appellate court) shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably reasonable entitled to indemnity for such Expenses expenses as such court shall deem proper.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation 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 threatened to be made a party to participant in any Proceeding by or in the right of the Corporation to procure a judgment in its favor favor. Pursuant to this Section 4, Indemnitee shall be indemnified to the fullest extent permitted by reason of the fact that Indemnitee is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, applicable law against all Expenses actually and reasonable reasonably incurred by Indemnitee him or on his behalf in connection with the defense such Proceeding or settlement of such Proceedingany claim, but only issue or matter therein, if he/she Indemnitee acted in good faith and in a manner which he/she he reasonably believed to be in or not opposed to the best interests of the Corporation, except that in . No indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Corporation, unless and only to the extent that any court in which such the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity indemnification for such Expenses as such which the court shall deem proper.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify the Indemnitee in accordance with the provisions of this Section 4 if the Indemnitee was or is a party to or a participant in (as a witness or otherwise), 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 Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprisefavor, against all Expenses actually and reasonable reasonably incurred by the Indemnitee in connection with the defense or settlement of such Proceeding, but only Proceeding if he/she the Indemnitee acted in good faith and in a manner which he/she the Indemnitee reasonably believed to be was in or not opposed to the best interests of the Corporation. However, except that in the Indemnitee shall not be entitled to indemnification for Expenses shall be made under this Section 4 in respect of connection with any claim, issue or matter as to Proceeding in which the Indemnitee shall have has been adjudged to be liable to the Corporation, Corporation unless and only to the extent that the court conducting such Proceeding, or any other court in which such Proceeding was brought shall determine of competent jurisdiction, determines upon application that, despite the adjudication of liability but in view of all liability, the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem properindemnification under this Agreement or applicable law in view of all the relevant circumstances.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Section Paragraph 4 if Indemnitee is a party to or threatened to be made a party to any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee employee, or agent of another corporation, partnership, joint venture, trust trust, or other enterprise, against all Expenses actually and reasonable reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if he/she he acted in good faith and in a manner which he/she he reasonably believed to be in or not opposed to the best interests of the Corporation, except that in no indemnification for Expenses shall be made under this Section Paragraph 4 in respect of any claim, issue issue, or matter as to which Indemnitee shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation, unless and only to the extent that any court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but and in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as or such court shall otherwise deem properproper the payment of such Expenses.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation 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 threatened to be made a party to participant in any Proceeding by or in the right of the Corporation to procure a judgment in its favor favor. Pursuant to this Section 4, Indemnitee shall be indemnified by reason of the fact that Indemnitee is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to the fullest extent permitted by applicable law against all Expenses actually and reasonable reasonably incurred by Indemnitee him or on his behalf in connection with the defense such Proceeding or settlement of such Proceedingany claim, but only issue or matter therein, if he/she Indemnitee acted in good faith and in a manner which he/she he reasonably believed to be in or not opposed to the best interests of the Corporation, except that in . No indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Corporation, unless and only to the extent that the Delaware Court of Chancery or any court in which such the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem properindemnification.

Indemnity in Proceedings by or in the Right of the Corporation. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is a party to or is threatened to be made a party to any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was a Director or Officer director and/or officer of the Corporation, Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses Expenses, actually and reasonable reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if he/she Indemnitee acted in good faith and in a manner which he/she Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, except that in no indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the CorporationCorporation unless, unless and only to the extent that that, any court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as such court shall deem proper.