Common use of Action or Proceeding Clause in Contracts

Action or Proceeding. Other Than by or in the Right -------------------------------------------------- of the Corporation. Any person made or threatened to be made a party to an ------------------ action or proceeding other than one by or in the right of the Corporation to procure a judgment in its favor, whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, which any Director or officer of the Corporation served in any capacity at the request of the Corporation, by reason of the fact that he, his testator or intestate, was a Director or officer of the Corporation, or served such other corporation in any capacity, shall be indemnified by the Corporation against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such Director or officer acted in good faith for a purpose which he reasonably believed to be in the best interests of the Corporation and, in criminal actions or proceedings, in which he had no reasonable cause to believe that his conduct was unlawful. The termination of any such civil or criminal action or proceeding by judgment, settlement, conviction or upon a plea of nolo contendere, or its equivalent shall not in itself create a presumption that any such Director or officer did not act in good faith for a purpose which he reasonably believed to be in the best interests of the Corporation or that he had reasonable cause to believe that his conduct was unlawful.

Action or Proceeding. Other Than an Action by or in the ------------------------------------------------------ Right -------------------------------------------------- of the CorporationCompany. Any Indemnitee shall be entitled to the indemnification -------------------- rights provided herein if Indemnitee is a person who was or is made a party or is threatened to be made a party to an ------------------ action any pending, completed or proceeding threatened Proceeding other than one by or in the right of the Corporation to procure a judgment in its favor, whether civil or criminal, including an action by or in the right of the Company, by reason of (a) the fact that Indemnitee is or was an Officer or Director of the Company or any other corporation of any type entity which Indemnitee is or kind, domestic or foreign, which any Director or officer of the Corporation served in any capacity was serving at the request of the Corporation, by reason of the fact that he, his testator or intestate, was a Director or officer of the CorporationCompany, or served such other corporation (b) anything done or not done by Indemnitee in any such capacity. Pursuant to this Section, Indemnitee shall be indemnified by the Corporation against Expenses, losses, claims, liabilities, judgments, fines, fines and amounts paid in settlement and reasonable expenses, including attorneys' fees actually and necessarily incurred as a result of such action by Indemnitee or proceeding, or on Indemnitee's behalf in connection with any appeal thereinProceeding, if such Director or officer Indemnitee acted in good faith for and in a purpose which he manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation Company, and, in with respect to any criminal actions or proceedingsProceeding, in which he had no reasonable cause to believe that his conduct was unlawful. The termination of any such civil or criminal action or proceeding by judgment, settlement, conviction or upon a plea of nolo contendere, or its equivalent shall not in itself create a presumption that any such Director or officer did not act in good faith for a purpose which he reasonably believed to be in the best interests of the Corporation or that he had reasonable cause to believe that his conduct was unlawful.

Action or Proceeding. Other Than by In addition to the indemnification of Indemnitee provided pursuant to the other provisions hereof, Indemnitee shall be entitled to the indemnification rights provided in this Section 3 if he or in the Right -------------------------------------------------- of the Corporation. Any person made she is a party or is threatened to be made a party to an ------------------ action any threatened, pending, or proceeding other than one by completed action, suit, or in the right of the Corporation to procure a judgment in its favorproceeding, whether civil or civil, criminal, including an action by administrative, or investigative in the right of any other corporation of any type or kind, domestic or foreign, which any Director or officer of the Corporation served in any capacity at the request of the Corporationnature, by reason of the fact that he, his testator he or intestate, she is or was a Director Representative or officer fiduciary of the CorporationCompany or is or was serving at the request of the Company as a Representative or fiduciary of any other entity or by reason of anything done or not done by him or her in such capacity. Pursuant to this Section 3, or served such other corporation in any capacity, Indemnitee shall be indemnified by the Corporation against all expenses (including attorneys’ fees), costs, judgments, penalties, fines, and amounts paid in settlement and reasonable expenses, including attorneys' fees or litigation actually and necessarily reasonably incurred as a result of by him or her in connection with such action or proceedingaction, suit, or any proceeding (including, but not limited to, the investigation, defense, or appeal thereinthereof), if unless such Director amounts were incurred because Indemnitee breached or officer acted failed to perform a duty owed to the Company and the breach or failure to perform constitutes: (a) a willful failure to deal fairly with the Company or its shareholders in good faith for connection with a purpose which he reasonably believed to be in the best interests of the Corporation and, in criminal actions or proceedings, matter in which he Indemnitee has a material conflict of interest; (b) a violation of criminal law, unless Indemnitee had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful. The termination of any such civil or criminal action or proceeding by judgment, settlement, conviction or upon ; (c) a plea of nolo contendere, or its equivalent shall not in itself create a presumption that any such Director or officer did not act in good faith for a purpose transaction from which he reasonably believed to be in the best interests of the Corporation or that he had reasonable cause to believe that his conduct was unlawfulIndemnitee derived an improper personal profit; or (d) willful misconduct.