Common use of Actions by or in the Right of the Corporation Clause in Contracts

Actions by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to or 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 he is or was a Corporate Functionary against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such Proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the Corporation, unless and only to the extent that the Delaware Court of Chancery or 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, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Actions by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or involved in any Proceeding completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a Corporate Functionary against expenses (including attorneys’ ' fees) actually and reasonably incurred by him in connection with the defense or settlement of such Proceedingaction or suit, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; , except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the Corporation, unless and only to the extent that the Delaware Court of Chancery or the court in which such Proceeding action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Actions by or in the Right of the Corporation. The Corporation corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or involved in any Proceeding completed action or suit by or in the right of the Corporation corporation to procure a judgment in its favor by reason of the fact that he is or was a Corporate Functionary an Agent (as defined in Section 6.1) against expenses (including attorneys’ ' fees) actually and reasonably incurred by him in connection with the defense or settlement of such Proceeding, action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; corporation and except that no indemnification shall be made in respect of any claim, issue, issue or matter as to which such person shall have been adjudged to be liable to the Corporation, corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such Proceeding action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.