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

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. Subject to Section 10 of this Agreement, the Company shall indemnify, defend and hold harmless Indemnitee to the fullest extent permitted or required by the laws of the State of Nevada in effect as of the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification, if Indemnitee was, or is a party or is threatened to be made a party, to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that Indemnitee is or was a director and/or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of any other Enterprise, against all Expenses actually and reasonably incurred by Indemnitee (or on his or her behalf) in connection with the defense or settlement of such Proceeding or any claim, issue or matter therein, as long as: a. Indemnitee is not liable pursuant to NRS Section 78.138; or b. Indemnitee acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company; provided. however; c. Indemnitee is not entitled to indemnification 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 Company unless and only to the extent that the Nevada State District Court or other court in which such Proceeding was brought or is pending, 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 the Nevada State District Court or other court in such Proceeding shall deem proper. Indemnitee shall have the right to employ Independent Counsel in any Proceeding for which indemnification is available under this Section 4, subject to Section 19 below.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. Subject to Except as limited by Section 10 of this Agreement3 above, the Company Indemnitee shall indemnify, defend and hold harmless Indemnitee be entitled to the fullest extent permitted or required by indemnification rights provided in this Section if the laws of the State of Nevada in effect as of the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification, if Indemnitee was, was or is a party or is threatened to be made a partyparty to, to or was or is otherwise involved in, any Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director and/or officer director, officer, employee, agent, or trustee of the CompanyCompany or while a director, officer, employee, agent, or trustee of the Company is or was serving at the request of the Company as a director, officer, employee, agent, or trustee of another corporation or of a limited liability company, partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan, or agent by reason of anything done or not done by the Indemnitee in any other Enterprisesuch capacity. Pursuant to this Section, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee (or on his or her behalf) in connection with the defense or settlement of such Proceeding or any claim, issue or matter therein, as long as: a. Indemnitee is not liable pursuant to NRS Section 78.138; or b. if (a) the Indemnitee acted in good faith and (b) in a manner which he or she the Indemnitee reasonably believed to be (i) in the case of conduct in his or her Official Capacity, that his or her conduct was in the Company’s best interests and (ii) in any other case, that his or her conduct was not opposed to the Company’s best interests of the Companyinterests; provided. , however; c. Indemnitee is not entitled to , that no such indemnification under this Section 4 shall be made in respect of any claim, issue counterclaim, issue, or matter as to which the TBOC expressly prohibits such indemnification by reason of any adjudication of liability of the Indemnitee shall have been adjudged to be liable to the Company Company, unless and only to the extent that the Nevada State District a Texas Court or other the court in which such Proceeding was brought or is pending, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity indemnification for such Expenses expense, liability, and loss as the Nevada State District Court or other such court in such Proceeding shall deem proper. Indemnitee shall have the right to employ Independent Counsel in any Proceeding for which indemnification is available under this Section 4, subject to Section 19 below.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. Subject to Except as limited by Section 10 of this Agreement3 above, the Company Indemnitee shall indemnify, defend and hold harmless Indemnitee be entitled to the fullest extent permitted or required by indemnification rights provided in this Section if the laws of the State of Nevada in effect as of the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification, if Indemnitee was, was or is a party or is threatened to be made a partyparty to, to or was or is otherwise involved in, any Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director and/or officer director, officer, employee, agent, fiduciary, or trustee of the CompanyCompany or while a director, officer, employee, agent, fiduciary, or trustee of the Company is or was serving at the request of the Company as a director, officer, employee, agent, fiduciary, or trustee of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan, or agent by reason of anything done or not done by the Indemnitee in any other Enterprisesuch capacity. Pursuant to this Section, the Indemnitee shall be indemnified against all Expenses expense, liability, and loss (including judgments, fines, ERISA excise taxes, penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred by the Indemnitee (or on his or her behalf) in connection with the defense or settlement of such Proceeding or any claim, issue or matter therein, as long as: a. Indemnitee is not liable pursuant to NRS Section 78.138; or b. if the Indemnitee acted in good faith and in a manner which he or she the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided. , however; c. Indemnitee is not entitled to , that no such indemnification under this Section 4 shall be made in respect of any claim, issue issue, or matter as to which the DGCL expressly prohibits such indemnification by reason of any adjudication of liability of the Indemnitee shall have been adjudged to be liable to the Company Company, unless and only to the extent that the Nevada Court of Chancery of the State District Court of Delaware or other the court in which such Proceeding was brought or is pending, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity indemnification for such Expenses expense, liability, and loss as the Nevada State District Court or other such court in such Proceeding shall deem proper. Indemnitee shall have the right to employ Independent Counsel in any Proceeding for which indemnification is available under this Section 4, subject to Section 19 below.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. Subject to Except as limited by Section 10 of this Agreement3 above, the Company Indemnitee shall indemnify, defend and hold harmless Indemnitee be entitled to the fullest extent permitted or required by indemnification rights provided in this Section if the laws of the State of Nevada in effect as of the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification, if Indemnitee was, was or is a party or is threatened to be made a partyparty to, to or was or is otherwise involved in, any Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director and/or officer director, officer, employee, agent, or trustee of the CompanyCompany or while a director, officer, employee, agent, or trustee of the Company is or was serving at the request of the Company as a director, officer, employee, agent, or trustee of another corporation or of a partnership, joint venture, trust, limited liability company, or other enterprise, including service with respect to an employee benefit plan, or agent by reason of anything done or not done by the Indemnitee in any other Enterprisesuch capacity. Pursuant to this Section, the Indemnitee shall be indemnified against all Expenses expense, liability, and loss (including judgments, fines, ERISA excise taxes, penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred by the Indemnitee (or on his or her behalf) in connection with the defense or settlement of such Proceeding or any claim, issue or matter therein, as long as: a. Indemnitee is not liable pursuant to NRS Section 78.138; or b. if the Indemnitee acted in good faith and in a manner which he or she the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided. , however; c. Indemnitee is not entitled to , that no such indemnification under this Section 4 shall be made in respect of any claim, issue issue, or matter as to which the DGCL expressly prohibits such indemnification by reason of any adjudication of liability of the Indemnitee shall have been adjudged to be liable to the Company Company, unless and only to the extent that the Nevada Court of Chancery of the State District Court of Delaware or other the court in which such Proceeding was brought or is pending, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity indemnification for such Expenses expense, liability, and loss as the Nevada State District Court or other such court in such Proceeding shall deem proper. Indemnitee shall have the right to employ Independent Counsel in any Proceeding for which indemnification is available under this Section 4, subject to Section 19 below.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. Subject to Except as limited by Section 10 of this Agreement3 above, the Company Indemnitee shall indemnify, defend and hold harmless Indemnitee be entitled to the fullest extent permitted or required by indemnification rights provided in this Section if the laws of the State of Nevada in effect as of the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification, if Indemnitee was, was or is a party or is threatened to be made a partyparty to, to or was or is otherwise involved in, any Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director and/or officer director, agent, or trustee of the Company or while a director, agent, or trustee of the Company, or is or was serving at the request of the Company as a director, officeragent, or trustee of another corporation or of a partnership, joint venture, trust, or other enterprise, including service on any committee or subcommittee of the Board of Directors or with respect to an employee benefit plan, or agent by reason of anything done or not done by the Indemnitee in any other Enterprisesuch capacity. Pursuant to this Section, the Indemnitee shall be indemnified against all Expenses expense, liability, and loss (including judgments, fines, ERISA excise taxes or penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred by the Indemnitee (or on his or her behalf) in connection with the defense or settlement of such Proceeding or any claim, issue or matter therein, as long as: a. Indemnitee is not liable pursuant to NRS Section 78.138; or b. if the Indemnitee acted in good faith and in a manner which he or she the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided. , however; c. Indemnitee is not entitled to , that no such indemnification under this Section 4 shall be made in respect of any claim, issue issue, or matter as to which the DGCL expressly prohibits such indemnification by reason of any adjudication of liability of the Indemnitee shall have been adjudged to be liable to the Company Company, unless and only to the extent that the Nevada Court of Chancery of the State District Court of Delaware or other the court in which such Proceeding was brought or is pending, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity indemnification for such Expenses expense, liability, and loss as the Nevada State District Court or other such court in such Proceeding shall deem proper. Indemnitee shall have the right to employ Independent Counsel in any Proceeding for which indemnification is available under this Section 4, subject to Section 19 below.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. Subject to Section 10 of this Agreement, the Company The Indemnitee shall indemnify, defend and hold harmless Indemnitee be entitled to the fullest extent permitted or required by indemnification rights provided in this Section if the laws of the State of Nevada in effect as of the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification, if Indemnitee was, was or is a party or is threatened to be made a partyparty to, to or was or is otherwise involved in, any Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director and/or officer director, officer, employee, agent, or trustee of the CompanyCompany or while a director, officer, employee, agent, or trustee of the Company is or was serving at the request of the Company as a director, officer, employee, agent, or trustee of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan, or agent by reason of anything done or not done by the Indemnitee in any other Enterprisesuch capacity. Pursuant to this Section, the Indemnitee shall be indemnified against all Expenses expense, liability, and loss (including judgments, fines, ERISA excise taxes or penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred by the Indemnitee (or on his or her behalf) in connection with the defense or settlement of such Proceeding or any claim, issue or matter therein, as long as: a. Indemnitee is not liable pursuant to NRS Section 78.138; or b. if the Indemnitee acted in good faith and in a manner which he or she the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided. , however; c. Indemnitee is not entitled to , that no such indemnification under this Section 4 shall be made in respect of any claim, issue issue, or matter as to which the DGCL expressly prohibits such indemnification by reason of any adjudication of liability of the Indemnitee shall have been adjudged to be liable to the Company Company, unless and only to the extent that the Nevada Court of Chancery of the State District Court of Delaware or other the court in which such Proceeding was brought or is pending, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity indemnification for such Expenses expense, liability, and loss as the Nevada State District Court or other such court in such Proceeding shall deem proper. Indemnitee shall have the right to employ Independent Counsel in any Proceeding for which indemnification is available under this Section 4, subject to Section 19 below.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. Subject to Section 10 of this AgreementSections 8 and 9, the Company shall indemnify, defend and hold harmless Indemnitee to the fullest extent permitted or required by the laws of the State of Nevada New York in effect as of the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification, if Indemnitee was, was or is a party or is threatened to be made a party, party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that Indemnitee is or was a director and/or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of any another corporation, partnership, joint venture, trust, or other Enterpriseenterprise, against all Expenses actually and reasonably incurred by Indemnitee (or on his or her behalf) in connection with the defense or settlement of such Proceeding or any claim, issue or matter therein, as long as: a. Indemnitee is not liable pursuant to NRS Section 78.138; or b. provided the Indemnitee acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company; provided. however; c. Indemnitee is not entitled Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that Indemnitee's conduct was unlawful, and except that no indemnification shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the Nevada Supreme Court of the State District Court of New York or other court in which such Proceeding was brought or is pending, 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 the Nevada Supreme Court of the State District Court of New York or other court in such Proceeding shall deem proper. Indemnitee shall have the right to employ Independent Counsel Indemnitee's own legal counsel in any Proceeding for which indemnification is available under this Section 4, subject to Section 19 8 below.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. Subject to Except as limited by Section 10 of this Agreement3 above, the Company Indemnitee shall indemnify, defend and hold harmless Indemnitee be entitled to the fullest extent permitted or required by indemnification rights provided in this Section if the laws of the State of Nevada in effect as of the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification, if Indemnitee was, was or is a party or is threatened to be made a partyparty to, to or was or is otherwise involved in, any Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director and/or officer director, officer, employee, agent, or trustee of the CompanyCompany or while a director, officer, employee, agent, or trustee of the Company is or was serving at the request of the Company as a director, officer, employee, agent, or trustee of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan, or agent by reason of anything done or not done by the Indemnitee in any such capacity. Pursuant to this Section, the Indemnitee shall be indemnified against all expense, liability, and loss (including judgments, fines, ERISA excise taxes, federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any other Enterprisepayments under this Agreement, against all Expenses penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred by the Indemnitee (or on his or her behalf) in connection with the defense or settlement of such Proceeding or any claim, issue or matter therein, as long as: a. Indemnitee is not liable pursuant to NRS Section 78.138; or b. if the Indemnitee acted in good faith and in a manner which he or she the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided. , however; c. Indemnitee is not entitled to , that no such indemnification under this Section 4 shall be made in respect of any claim, issue issue, or matter as to which the DGCL expressly prohibits such indemnification by reason of any adjudication of liability of the Indemnitee shall have been adjudged to be liable to the Company Company, unless and only to the extent that the Nevada Court of Chancery of the State District Court of Delaware or other the court in which such Proceeding was brought or is pending, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity indemnification for such Expenses expense, liability, and loss as the Nevada State District Court or other such court in such Proceeding shall deem proper. Indemnitee shall have the right to employ Independent Counsel in any Proceeding for which indemnification is available under this Section 4, subject to Section 19 below.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. Subject to Except as limited by Section 10 of this Agreement3 above, the Company Indemnitee shall indemnify, defend and hold harmless Indemnitee be entitled to the fullest extent permitted or required by indemnification rights provided in this Section if the laws of the State of Nevada in effect as of the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification, if Indemnitee was, was or is a party or is threatened to be made a partyparty to, to or was or is otherwise involved in, any Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director and/or officer director, officer, employee, agent, or trustee of the CompanyCompany or while a director, officer, employee, agent, or trustee of the Company is or was serving at the request of the Company as a director, officer, employee, agent, or trustee of another corporation or of a partnership, joint venture, trust, non-profit entity or other enterprise, including service with respect to an employee benefit plan, or agent by reason of anything done or not done by the Indemnitee in any other Enterprisesuch capacity. Pursuant to this Section, the Indemnitee shall be indemnified against all Expenses expense, liability, and loss (including judgments, fines, ERISA excise taxes or penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred by the Indemnitee (or on his or her behalf) in connection with the defense or settlement of such Proceeding or any claim, issue or matter therein, as long as: a. Indemnitee is not liable pursuant to NRS Section 78.138; or b. if the Indemnitee acted in good faith and in a manner which he or she the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided. , however; c. Indemnitee is not entitled to , that no such indemnification under this Section 4 shall be made in respect of any claim, issue issue, or matter as to which applicable law expressly prohibits such indemnification by reason of any adjudication of liability of the Indemnitee shall have been adjudged to be liable to the Company Company, unless and only to the extent that the Nevada Court of Chancery of the State District Court of Delaware or other the court in which such Proceeding was brought or is pending, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity indemnification for such Expenses expense, liability, and loss as the Nevada State District Court or other such court in such Proceeding shall deem proper. Indemnitee shall have the right to employ Independent Counsel in any Proceeding for which indemnification is available under this Section 4, subject to Section 19 below.

INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. Subject to Section 10 The Company will indemnify Indemnitee in accordance with the provisions of this Agreement, the Company shall indemnify, defend and hold harmless Indemnitee to the fullest extent permitted or required by the laws of the State of Nevada in effect as of the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification, Section 4 if Indemnitee wasis, or is a party or is threatened to be made made, a party, party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that Indemnitee is or was a director and/or officer of the Companyagainst Indemnitee. Pursuant to this Section 4, or is or was serving at the request of the Company as a director, officer, employee or agent of any other Enterprise, hereby irrevocably and unconditionally shall indemnify (and hold harmless and take all actions necessary to hold harmless) Indemnitee to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred directly or indirectly by Indemnitee (or on his or her behalf) Indemnitee’s behalf in connection with the defense or settlement of such Proceeding or any claim, issue or matter thereintherein to the extent that Indemnitee is successful, as long as: a. on the merits or otherwise. If Indemnitee is not liable pursuant wholly successful in such Proceeding but is successful, on the merits or otherwise, as to NRS one or more but less than all claims, issues or matters in such Proceeding, the Company will indemnify Indemnitee against all Expenses incurred directly or indirectly by Indemnitee or on Indemnitee’s behalf in connection with or related to each successfully resolved claim, issue or matter to the fullest extent permitted by law. For purposes of this Section 78.138; or b. 4 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, will be deemed to be a successful result as to such claim, issue or matter. Where Indemnitee is wholly or partially unsuccessful, the Company shall indemnify Indemnitee against all Expenses incurred directly or indirectly by Indemnitee or on Indemnitee’s behalf in connection with or related to each unsuccessfully resolved claim, issue or matter to the fullest extent permitted by law, (i), if Indemnitee acted in good faith and in a manner which he or she Indemnitee reasonably believed to be in did not constitute fraud or not opposed to the best interests of the Company; provided. however; c. Indemnitee is not entitled to indemnification under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have had taken legal advice and acted or omitted to act in a manner consistent with such legal advice and/or (b) in any Proceeding for which Indemnitee has been finally adjudged by a court to be liable to the Company unless and only to Company, if the extent that the Nevada State District Court or other court in which such the Proceeding was brought or is pending, shall determine determines upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as the Nevada State District Court or other court in such Proceeding shall deem proper. Indemnitee shall have the right to employ Independent Counsel in any Proceeding for which indemnification is available under this Section 4, subject to Section 19 belowindemnification.