Common use of Indemnification in Third Party Proceedings Clause in Contracts

Indemnification in Third Party Proceedings. To the fullest extent permitted by law (including Section 145 of the DGCL), the Indemnitee shall be indemnified and held harmless by the Corporation on an after tax basis from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (other than any such action brought by or in the right of the Corporation to procure a judgment in its favor, which is addressed in Section 1(b) below), in which the Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of Indemnitee’s status as an Indemnitee (as such term is defined in the Certificate of Incorporation) or by reason of any action alleged to have been taken or omitted in such capacity, whether arising from alleged acts or omissions to act occurring on, before or after the date of this Agreement; provided, that, the Indemnitee shall not be indemnified and held harmless if the Indemnitee did not act in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful. Notwithstanding the preceding sentence, except as otherwise provided in Section 3(e) of this Agreement, the Corporation shall be required to indemnify the Indemnitee in connection with any claim, demand, action, suit or proceeding (or part thereof) commenced by the Indemnitee only if (x) the commencement of such claim, demand, action, suit or proceeding (or part thereof) by the Indemnitee was authorized by the Board of Directors or (y) there has been a final and non- appealable judgment entered by an arbitral tribunal or a court of competent jurisdiction determining that such person was entitled to indemnification by the Corporation.

Indemnification in Third Party Proceedings. To the fullest extent permitted by law (including Section 145 of the DGCL), the Indemnitee shall be indemnified and held harmless by the Corporation on an after tax basis from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (other than any such action brought by or in the right of the Corporation to procure a judgment in its favor, which is addressed in Section 1(b) below), in which the Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of Indemnitee’s status as an Indemnitee (as such term is defined in the Certificate of Incorporation) or by reason of any action alleged to have been taken or omitted in such capacity, whether arising from alleged acts or omissions to act occurring on, before or after the date of this Agreement; provided, that, the Indemnitee shall not be indemnified and held harmless if the Indemnitee did not act in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful. Notwithstanding the preceding sentence, except as otherwise provided in Section 3(e) of this Agreement, the Corporation shall be required to indemnify the Indemnitee in connection with any claim, demand, action, suit or proceeding (or part thereof) commenced by the Indemnitee only if (x) the commencement of such claim, demand, action, suit or proceeding (or part thereof) by the Indemnitee was authorized by the Board of Directors or (y) there has been a final and non- non-appealable judgment entered by an arbitral tribunal or a court of competent jurisdiction determining that such person was entitled to indemnification by the Corporation.

Indemnification in Third Party Proceedings. To the fullest extent permitted by law (including i) Subject to Section 145 of the DGCL)10 hereof, the Company shall indemnify the Indemnitee shall if the Indemnitee is a party to or threatened to be indemnified and held harmless by the Corporation on an after tax basis from and against made a party to or otherwise involved in any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals Proceeding (other than any such action brought a Proceeding by or in the right name of the Corporation Company to procure a judgment in its favor, which is addressed in Section 1(b) below), in which the Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of Indemnitee’s status as the fact that the Indemnitee is or was an Indemnitee (as such term is defined in Agent of the Certificate of Incorporation) Company, or by reason of any action alleged to have been taken act or omitted inaction by him in any such capacitycapacity (including, whether arising from alleged acts or omissions to act occurring onbut not limited to, before or after the date any written statement of this Agreement; provided, that, the Indemnitee shall that (A) is required to be, and is, filed with the Securities and Exchange Commission (the “SEC”) regarding the adequacy of the Company’s internal controls or the accuracy of reports or statements filed by the Company with the SEC pursuant to federal laws and/or administrative regulations (each, a “Required Statement”) or (B) is made to another officer or employee of the Company to support a Required Statement), against any and all Expenses and liabilities of any type whatsoever (including, but not be indemnified limited to, judgments, fines (including any excise taxes assessed with respect to any employee benefit plan), penalties and, subject to Section 10(d) hereof, amounts paid in settlement), actually and held harmless reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such Proceeding, but only if the Indemnitee did not act Indemnitee, subject to the presumption set forth in Section 3(c) hereof, acted in good faith and in a manner the Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the CorporationCompany, and, with respect to any criminal action or proceedingProceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. (ii) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith in a manner which the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that the Indemnitee’s conduct was unlawful. Notwithstanding the preceding sentence, except as otherwise provided in Section 3(e) of this Agreement, the Corporation shall be required to indemnify the Indemnitee in connection with any claim, demand, action, suit or proceeding (or part thereof) commenced by the Indemnitee only if (x) the commencement of such claim, demand, action, suit or proceeding (or part thereof) by the Indemnitee was authorized by the Board of Directors or (y) there has been a final and non- appealable judgment entered by an arbitral tribunal or a court of competent jurisdiction determining that such person was entitled to indemnification by the Corporation.

Indemnification in Third Party Proceedings. To the fullest extent permitted by law (including Subject to Section 145 of the DGCL)10 below, the Company shall indemnify the Indemnitee shall if the Indemnitee is a party to or threatened to be indemnified and held harmless by the Corporation on an after tax basis from and against made a party to or otherwise involved in any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals proceeding (other than any such action brought a proceeding by or in the right name of the Corporation Company to procure a judgment in its favor, which is addressed in Section 1(b) below), in which the Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of Indemnitee’s status as the fact that the Indemnitee is or was an Indemnitee (as such term is defined in agent of the Certificate of Incorporation) Company, or by reason of any action alleged to have been taken act or omitted inaction by Indemnitee in any such capacity, whether arising from alleged acts against any and all expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines and penalties), actually and reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or omissions to act occurring onappeal of such proceeding, before or after the date of this Agreement; provided, that, the Indemnitee shall not be indemnified and held harmless but only if the Indemnitee did not act acted in good faith and in a manner the Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the CorporationCompany, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the Indemnitee’s 's conduct was unlawful, pursuant to the presumption set forth in subsection (c) below, as applicable. Notwithstanding The termination of any proceeding by judgment, order of court, settlement, conviction or on plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that the preceding sentenceIndemnitee did not act in good faith in a manner which Indemnitee reasonably believed to be in, except as otherwise provided in Section 3(e) of this Agreementor not opposed to, the Corporation shall be required best interests of the Company, and with respect to indemnify the Indemnitee in connection with any claimcriminal proceedings, demand, action, suit or proceeding (or part thereof) commenced by the Indemnitee only if (x) the commencement of such claim, demand, action, suit or proceeding (or part thereof) by the Indemnitee was authorized by the Board of Directors or (y) there has been a final and non- appealable judgment entered by an arbitral tribunal or a court of competent jurisdiction determining that such person had reasonable cause to believe that his conduct was entitled to indemnification by the Corporationunlawful.

Indemnification in Third Party Proceedings. To the fullest extent permitted by law (including Section 145 of the DGCL), The Indemnitor shall indemnify the Indemnitee shall in accordance with the provisions of this Section 3 if the Indemnitee was or is a party to or is threatened to be indemnified and held harmless by the Corporation on an after tax basis from and against made a party to or otherwise involved in any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals Proceeding (other than any such action brought a Proceeding by or in the right of the Indemnitor or any Corporation to procure a judgment in its favor, which is addressed in Section 1(b) below), in which the Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of the Indemnitee’s status as an Indemnitee (as such term is defined in the Certificate of Incorporation) Corporate Status or by reason of any action alleged to have been taken or omitted in connection therewith, against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including, without limitation, all interest, assessments and other charges paid or payable in connection with or in respect of such capacityExpenses, whether arising from alleged acts judgments, liabilities, fines, penalties and amounts paid in settlement) actually and reasonably incurred by or omissions on behalf of the Indemnitee in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner which the Indemnitee reasonably believed to act occurring onbe in, before or after the date of this Agreement; provided, thatnot opposed to, the Indemnitee best interests of the Indemnitor or the relevant Corporation, as the case may be, and, with respect to any criminal Proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not be indemnified and held harmless if not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Indemnitor or the relevant Corporation, as the case may be, and, with respect to any criminal action or proceedingProceeding, had no reasonable cause to believe the Indemnitee’s that his or her conduct was unlawful. Notwithstanding the preceding sentence, except as otherwise provided in Section 3(e) of this Agreement, the Corporation shall be required to indemnify the Indemnitee in connection with any claim, demand, action, suit or proceeding (or part thereof) commenced by the Indemnitee only if (x) the commencement of such claim, demand, action, suit or proceeding (or part thereof) by the Indemnitee was authorized by the Board of Directors or (y) there has been a final and non- appealable judgment entered by an arbitral tribunal or a court of competent jurisdiction determining that such person was entitled to indemnification by the Corporation.

Indemnification in Third Party Proceedings. To the fullest extent permitted by law (including Subject to Section 145 of the DGCL)10 below, the Company shall indemnify the Indemnitee shall if the Indemnitee is a party to or threatened to be indemnified and held harmless by the Corporation on an after tax basis from and against made a party to or otherwise involved in any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals proceeding (other than any such action brought a proceeding by or in the right name of the Corporation Company to procure a judgment in its favor, which is addressed in Section 1(b) below), in which the Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of Indemnitee’s status as the fact that the Indemnitee is or was an Indemnitee (as such term is defined in agent of the Certificate of Incorporation) Company, or by reason of any action alleged to have been taken act or omitted inaction by him in any such capacitycapacity (including, whether arising from alleged acts or omissions to act occurring onbut not limited to, before or after the date any written statement of this Agreement; provided, that, the Indemnitee shall that (i) is required to be, and is, filed with the Securities and Exchange Commission (the "SEC") regarding the adequacy of the Company's internal controls or the accuracy of reports or statements filed by the Company with the SEC pursuant to federal laws and/or administrative regulations (each, a "Required Statement") or (ii) is made to another officer or employee of the Company to support a Required Statement), against any and all expenses and liabilities of any type whatsoever (including, but not be indemnified limited to, judgments, fines and held harmless penalties), actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such proceeding, but only if the Indemnitee did not act acted in good faith and in a manner the Indemnitee he reasonably believed to be in in, or not opposed to to, the best interests of the CorporationCompany, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the Indemnitee’s 's conduct was unlawful. Notwithstanding The termination of any proceeding by judgment, order of court, settlement, conviction or on plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that the preceding sentenceIndemnitee did not act in good faith in a manner which he reasonably believed to be in, except as otherwise provided in Section 3(e) of this Agreementor not opposed to, the Corporation shall be required best interests of the Company, and with respect to indemnify the Indemnitee in connection with any claimcriminal proceedings, demand, action, suit or proceeding (or part thereof) commenced by the Indemnitee only if (x) the commencement of such claim, demand, action, suit or proceeding (or part thereof) by the Indemnitee was authorized by the Board of Directors or (y) there has been a final and non- appealable judgment entered by an arbitral tribunal or a court of competent jurisdiction determining that such person had reasonable cause to believe that his conduct was entitled to indemnification by the Corporationunlawful.

Indemnification in Third Party Proceedings. To the fullest extent permitted by law (including Section 145 of the DGCL), The Corporation shall indemnify the Indemnitee shall in accordance with the provisions of this Paragraph 2 if the Indemnitee was or is a party to or threatened to be indemnified and held harmless by the Corporation on an after tax basis from and against made a party to or otherwise involved in any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals Proceeding (other than any such action brought a Proceeding by or in the right of the Corporation to procure a judgment in its the Corporation’s favor, which is addressed in Section 1(b) below), in as to which the Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, provisions of Paragraph 3 hereof are applicable) by reason of the Indemnitee’s status as an Indemnitee (as such term is defined in the Certificate of Incorporation) Corporate Status or by reason of any action alleged to have been taken or omitted in such capacityconnection therewith, whether arising from alleged acts against all Expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by or omissions to act occurring on, before or after the date on behalf of this Agreement; provided, that, the Indemnitee shall not be indemnified and held harmless in connection with such Proceeding, if the Indemnitee did not act acted in good faith and in a manner the Indemnitee reasonably believed to be in in, or not opposed to, the best interests of the Corporation and, with respect to any criminal Proceeding, had no reasonable cause to believe that the Indemnitee’s conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceedingProceeding, had no reasonable cause to believe that the Indemnitee’s conduct was unlawful. Notwithstanding the preceding sentence, except as otherwise provided in Section 3(e) of this Agreement, the Corporation shall be required to indemnify the Indemnitee in connection with any claim, demand, action, suit or proceeding (or part thereof) commenced by the Indemnitee only if (x) the commencement of such claim, demand, action, suit or proceeding (or part thereof) by the Indemnitee was authorized by the Board of Directors or (y) there has been a final and non- appealable judgment entered by an arbitral tribunal or a court of competent jurisdiction determining that such person was entitled to indemnification by the Corporation.

Indemnification in Third Party Proceedings. To the fullest extent permitted by law (including Section 145 of the DGCL)The Company shall indemnify, the defend, and hold harmless Indemnitee shall be indemnified and held harmless by the Corporation on an after tax basis from and against against, and shall compensate and reimburse Indemnitee for, any and all lossesDamages (as defined below) that are directly or indirectly suffered or incurred by Indemnitee as a result of, claimsor are directly or indirectly connected with, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claimsaction, demandssuit or proceeding (other than an action, actions, suits suit or proceedingsproceeding by or in the right of the Company to procure a judgment in its favor), whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals investigative (other than any such action brought by or in the right of the Corporation to procure a judgment in its favor, which is addressed in Section 1(b) below“Proceeding”), in to which the Indemnitee may be involvedis or was a party, or is threatened to be involved, as made a party or otherwiseparty, by reason of, or arising from, the fact that Indemnitee is or was an officer of Indemniteethe Company or any of its subsidiaries or a member of the boards of directors of the Company or any of its subsidiaries (collectively, the “Company’s status as an Indemnitee (as such term is defined in the Certificate of Incorporation) or Board”), by reason of any action alleged to have been taken or omitted inaction on the part of Indemnitee in such capacityhis role as an officer of the Company or any of its subsidiaries or member of the Company’s Board, whether arising from alleged acts or omissions to act occurring onby reason of the fact that Indemnitee is or was serving at the request of the Company as a director, before officer, employee, manager, agent or after fiduciary of the date Company or of this Agreement; another corporation, limited liability company, partnership, joint venture, trust or other enterprise, provided, thathowever, that the Indemnitee Company shall not be indemnified and held harmless if the obligated to indemnify Indemnitee did not act under this Section 1 unless 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 CorporationCompany, and, with respect to any criminal action or proceedingProceeding, Indemnitee had no reasonable cause to believe the Indemnitee’s conduct was unlawful. Notwithstanding the preceding sentenceThe termination of any Proceeding by judgment, except as otherwise provided in Section 3(eorder, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that (i) of this Agreement, the Corporation shall be required to indemnify the Indemnitee in connection with any claim, demand, action, suit or proceeding (or part thereof) commenced by the Indemnitee only if (x) the commencement of such claim, demand, action, suit or proceeding (or part thereof) by the Indemnitee was authorized by the Board of Directors or (y) there has been a final and non- appealable judgment entered by an arbitral tribunal or a court of competent jurisdiction determining that such person was entitled to indemnification by the Corporation.did

Indemnification in Third Party Proceedings. To the fullest extent permitted by law (including Subject to Section 145 of the DGCL)10 below, the Company shall indemnify the Indemnitee shall if the Indemnitee is a party to or threatened to be indemnified and held harmless by the Corporation on an after tax basis from and against made a party to or otherwise involved in any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals proceeding (other than any such action brought a proceeding by or in the right name of the Corporation Company to procure a judgment in its favor, which is addressed in Section 1(b) below), in which the Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of Indemnitee’s status as the fact that the Indemnitee is or was an Indemnitee (as such term is defined in agent of the Certificate of Incorporation) Company, or by reason of any action alleged to have been taken act or omitted inaction by him in any such capacitycapacity (including, whether arising from alleged acts or omissions to act occurring onbut not limited to, before or after the date any written statement of this Agreement; provided, that, the Indemnitee shall that (i) is required to be, and is, filed with the Securities and Exchange Commission (the “SEC”) regarding the adequacy of the Company’s internal controls or the accuracy of reports or statements filed by the Company with the SEC pursuant to federal laws and/or administrative regulations (each, a “Required Statement”) or (ii) is made to another officer or employee of the Company to support a Required Statement), against any and all expenses and liabilities of any type whatsoever (including, but not be indemnified limited to, judgments, fines and held harmless penalties)), actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such proceeding, but only if the Indemnitee did not act acted in good faith and in a manner the Indemnitee he reasonably believed to be in in, or not opposed to to, the best interests of the CorporationCompany, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful, pursuant to the presumption set forth in subsection (c) below, as applicable. Notwithstanding The termination of any proceeding by judgment, order of court, settlement, conviction or on plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that the preceding sentenceIndemnitee did not act in good faith in a manner which he reasonably believed to be in, except as otherwise provided in Section 3(e) of this Agreementor not opposed to, the Corporation shall be required best interests of the Company, and with respect to indemnify the Indemnitee in connection with any claimcriminal proceedings, demand, action, suit or proceeding (or part thereof) commenced by the Indemnitee only if (x) the commencement of such claim, demand, action, suit or proceeding (or part thereof) by the Indemnitee was authorized by the Board of Directors or (y) there has been a final and non- appealable judgment entered by an arbitral tribunal or a court of competent jurisdiction determining that such person had reasonable cause to believe that his conduct was entitled to indemnification by the Corporationunlawful.

Indemnification in Third Party Proceedings. To the fullest extent permitted by law (including Subject to Section 145 of the DGCL)10 below, the Company shall indemnify the Indemnitee shall if the Indemnitee is a party to or threatened to be indemnified and held harmless by the Corporation on an after tax basis from and against made a party to or otherwise involved in any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals proceeding (other than any such action brought a proceeding by or in the right name of the Corporation Company to procure a judgment in its favor, which is addressed in Section 1(b) below), in which the Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of Indemnitee’s status as the fact that the Indemnitee is or was an Indemnitee (as such term is defined in agent of the Certificate of Incorporation) Company, or by reason of any action alleged to have been taken act or omitted inaction by him in any such capacitycapacity (including, whether arising from alleged acts or omissions to act occurring onbut not limited to, before or after the date any written statement of this Agreement; provided, that, the Indemnitee shall that (i) is required to be, and is, filed with the Securities and Exchange Commission (the “SEC”) regarding the adequacy of the Company’s internal controls or the accuracy of reports or statements filed by the Company with the SEC pursuant to federal laws and/or administrative regulations (each, a “Required Statement”) or (ii) is made to another officer or employee of the Company to support a Required Statement), against any and all expenses and liabilities of any type whatsoever (including, but not be indemnified limited to, judgments, fines and held harmless penalties), actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such proceeding, but only if the Indemnitee did not act acted in good faith and in a manner the Indemnitee he reasonably believed to be in in, or not opposed to to, the best interests of the CorporationCompany, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful. Notwithstanding The termination of any proceeding by judgment, order of court, settlement, conviction or on plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that the preceding sentenceIndemnitee did not act in good faith in a manner which he reasonably believed to be in, except as otherwise provided in Section 3(e) of this Agreementor not opposed to, the Corporation shall be required best interests of the Company, and with respect to indemnify the Indemnitee in connection with any claimcriminal proceedings, demand, action, suit or proceeding (or part thereof) commenced by the Indemnitee only if (x) the commencement of such claim, demand, action, suit or proceeding (or part thereof) by the Indemnitee was authorized by the Board of Directors or (y) there has been a final and non- appealable judgment entered by an arbitral tribunal or a court of competent jurisdiction determining that such person had reasonable cause to believe that his conduct was entitled to indemnification by the Corporationunlawful.

Indemnification in Third Party Proceedings. To Subject to Section 10 below, the Company shall indemnify the Indemnitee to the fullest extent authorized or permitted by law the Bylaws and the Code, as the same may be amended from time to time (including Section 145 but, only to the extent that such amendment permits the Company to broader indemnification rights than the Bylaws or the Code permitted prior to adoption of the DGCLsuch amendment), if the Indemnitee shall is a party to or threatened to be indemnified and held harmless by the Corporation on an after tax basis from and against made a party to or otherwise involved in any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals Proceeding (other than any such action brought a Proceeding by or in the right name of the Corporation Company to procure a judgment in its favor, which is addressed in Section 1(b) below), in which the Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of Indemnitee’s status as the fact that the Indemnitee is or was an Indemnitee (as such term is defined in Agent of the Certificate of Incorporation) Company, or by reason of any action alleged to have been taken act or omitted inaction by him in any such capacitycapacity (including, whether arising from alleged acts or omissions to act occurring onbut not limited to, before or after the date any written statement of this Agreement; provided, that, the Indemnitee shall that (i) is required to be, and is, filed with the Securities and Exchange Commission (the “SEC”) regarding the adequacy of the Company’s internal controls or the accuracy of reports or statements filed by the Company with the SEC pursuant to federal laws and/or administrative regulations (each, a “Required Statement”) or (ii) is made to another officer or employee of the Company to support a Required Statement), against any and all Expenses and liabilities of any type whatsoever (including, but not be indemnified limited to, judgments, fines and held harmless penalties), actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such Proceeding, but only if the Indemnitee did not act acted in good faith and in a manner the Indemnitee he reasonably believed to be in in, or not opposed to to, the best interests of the CorporationCompany, and, with respect to any criminal action or proceedingProceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful, pursuant to the presumption set forth in subsection (c) below, as applicable. Notwithstanding The termination of any Proceeding by judgment, order of court, settlement, conviction or on plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that the preceding sentenceindemnitee did not act in good faith in a manner which he reasonably believed to be in, except as otherwise provided in Section 3(e) of this Agreementor not opposed to, the Corporation shall be required best interests of the Company, and with respect to indemnify the Indemnitee in connection with any claimcriminal proceedings, demand, action, suit or proceeding (or part thereof) commenced by the Indemnitee only if (x) the commencement of such claim, demand, action, suit or proceeding (or part thereof) by the Indemnitee was authorized by the Board of Directors or (y) there has been a final and non- appealable judgment entered by an arbitral tribunal or a court of competent jurisdiction determining that such person had reasonable cause to believe that his conduct was entitled to indemnification by the Corporationunlawful.

Indemnification in Third Party Proceedings. To the fullest extent permitted by law (including i) Subject to Section 145 of the DGCL)10 hereof, the Company shall indemnify the Indemnitee shall if the Indemnitee is a party to or threatened to be indemnified and held harmless by the Corporation on an after tax basis from and against made a party to or otherwise involved in any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals Proceeding (other than any such action brought a Proceeding by or in the right name of the Corporation Company to procure a judgment in its favor, which is addressed in Section 1(b) below), in which the Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of Indemnitee’s status as the fact that the Indemnitee is or was an Indemnitee (as such term is defined in the Certificate of Incorporation) Agent, or by reason of any action alleged to have been taken act or omitted inaction by Indemnitee in any such capacitycapacity (including, whether arising from alleged acts or omissions to act occurring onbut not limited to, before or after the date any written statement of this Agreement; provided, that, the Indemnitee shall that (A) is required to be, and is, filed with the Securities and Exchange Commission (the “SEC”) regarding the adequacy of the Company’s internal controls or the accuracy of reports or statements filed by the Company with the SEC pursuant to federal laws and/or administrative regulations (each, a “Required Statement”) or (B) is made to another officer or employee of the Company to support a Required Statement), against any and all Expenses and liabilities of any type whatsoever (including, but not be indemnified limited to, judgments, fines (including any excise taxes assessed with respect to any employee benefit plan), penalties and, subject to Section 10(d) hereof, amounts paid in settlement), actually and held harmless reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceeding, but only if the Indemnitee did not act Indemnitee, subject to the presumption set forth in Section 3(c) hereof, acted in good faith and in a manner the Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the CorporationCompany, and, with respect to any criminal action or proceedingProceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. (ii) The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith in a manner which the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that the Indemnitee’s conduct was unlawful. Notwithstanding the preceding sentence, except as otherwise provided in Section 3(e) of this Agreement, the Corporation shall be required to indemnify the Indemnitee in connection with any claim, demand, action, suit or proceeding (or part thereof) commenced by the Indemnitee only if (x) the commencement of such claim, demand, action, suit or proceeding (or part thereof) by the Indemnitee was authorized by the Board of Directors or (y) there has been a final and non- appealable judgment entered by an arbitral tribunal or a court of competent jurisdiction determining that such person was entitled to indemnification by the Corporation.

Indemnification in Third Party Proceedings. To the fullest extent permitted by law (including Section 145 of the DGCL)The Company shall indemnify, the defend and hold harmless Indemnitee shall be indemnified and held harmless by the Corporation on an after tax basis from and against against, and shall compensate and reimburse Indemnitee for, any and all lossesDamages (as defined below) that are directly or indirectly suffered or incurred by Indemnitee as a result of, claimsor are directly or indirectly connected with, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claimsaction, demandssuit or proceeding (other than an action, actions, suits suit or proceedingsproceeding by or in the right of the Company to procure a judgment in its favor), whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals investigative (other than any such action brought by or in the right of the Corporation to procure a judgment in its favor, which is addressed in Section 1(b) below"Proceeding"), in to which the Indemnitee may be involvedis or was a party, or is threatened to be involved, as made a party or otherwiseparty, by reason of, or arising from, the fact that Indemnitee is or was an officer of Indemnitee’s status as an Indemnitee the Company or any of its subsidiaries or a member of the boards of directors of the Company or any of its subsidiaries (as such term is defined in collectively, the Certificate of Incorporation) or "Company's Board"), by reason of any action alleged to have been taken or omitted inaction on the part of Indemnitee in such capacityIndemnitee’s role as an officer of the Company or any of its subsidiaries or member of the Company's Board, whether arising from alleged acts or omissions to act occurring onby reason of the fact that Indemnitee is or was serving at the request of the Company as a director or officer of the Company or as a director, before officer, trustee, partner, managing member, fiduciary, employee or after the date agent of this Agreementany other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; provided, thathowever, that the Indemnitee Company shall not be indemnified and held harmless if the obligated to indemnify Indemnitee did not act under this Section 1 unless 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 CorporationCompany, and, with respect to any criminal action or proceedingProceeding, Indemnitee had no reasonable cause to believe the Indemnitee’s 's conduct was unlawful. Notwithstanding The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that (i) Indemnitee did not act in good faith, (ii) Indemnitee did not act in a manner which Indemnitee reasonably believed to be in the preceding sentencebest interests of the Company or (iii) with respect to any criminal Proceeding, except Indemnitee had reasonable cause to believe that Indemnitee's conduct was unlawful. Anyone seeking to overcome the presumption that Indemnitee is entitled to indemnification under this Section 1 shall have the burden of proof and the burden of persuasion by clear and convincing evidence. "Damages" shall mean any Expenses (as otherwise provided defined below), judgments, fines or amounts paid in Section 3(e) of this Agreement, the Corporation shall be required to indemnify the settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with a Proceeding. "Expenses" shall mean any claimdirect and indirect costs and expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with the investigation, demanddefense or appeal of a Proceeding, actionincluding any fee (including any legal fee, suit expert fee, accounting fee or proceeding advisory fee), charge, cost (including any cost of investigation) or part thereof) commenced by expense of any nature, but shall not include the Indemnitee only if (x) the commencement amount of such claimany judgments, demand, action, suit fines or proceeding (or part thereof) by the Indemnitee was authorized by the Board amounts paid in settlement of Directors or (y) there has been a final and non- appealable judgment entered by an arbitral tribunal or a court of competent jurisdiction determining that such person was entitled to indemnification by the Corporationany Proceeding.