Common use of INDEMNITY IN THIRD-PARTY PROCEEDINGS Clause in Contracts

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding (other that a 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, judgments, fines and penalties, actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if Indemnitee acted in food faith and in a manner which he/she reasonably believed to be in or not opposed to the best interests of the Corporation and, in the case of a criminal proceeding, in addition, had no reasonable cause to believe that his/her conduct was unlawful. The termination of any such Proceeding be judgment, order of court, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act 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, or with respect to any criminal proceeding, that such person had reasonable cause to believe that his/her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Section Paragraph 3 if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding Proceeding (other that than a 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 and/or Officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses, judgments, settlements, fines and penalties, actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if Indemnitee acted in food 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 and, in the case of a criminal proceeding, in addition, had no reasonable cause to believe that his/his or her conduct was unlawful. The termination of any such Proceeding be by judgment, order of court, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act 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, or and with respect to any criminal proceeding, that such person had reasonable cause to believe that his/his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Section Paragraph 3 if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding Proceeding (other that than a 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 and/or Officer of the Corporation or Officer a subsidiary of the Corporation, or is or was serving at the request of the Corporation as a director, officer, member or manager, partner, trustee, employee or agent of another corporation, domestic or foreign, non-profit or for-profit, a limited liability company or a partnership, joint venture, trust or other enterprise, against all Expenses, judgments, settlements, fines and penalties, actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if Indemnitee acted in food 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 and, in the case of a criminal proceeding, in addition, had no reasonable cause to believe that his/his or her conduct was unlawful. The termination of any such Proceeding be by judgment, order of court, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act 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, or and with respect to any criminal proceeding, that such person had reasonable cause to believe that his/his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is a party to or is threatened to be made a party to or or, to the extent not prohibited by the NRS, is otherwise involved in any proceeding Proceeding (other that than a Proceeding by or in the right of the Corporation Company to procure a judgment in its favor) by reason of the fact that Indemnitee he or she is or was a Director or Officer an Agent of the CorporationCompany or, to the extent not prohibited by the NRS, by reason of any act 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 enterpriseinaction by Indemnitee in any such capacity, against all Expenses, judgments, fines and penalties, actually and reasonably Expenses incurred by Indemnitee in connection with the defense investigation, defense, settlement or settlement appeal of such Proceeding, but only if Indemnitee either is not liable pursuant to NRS 78.138 or acted in food 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 Company, and, in the case of a with respect to any criminal proceedingProceeding, in addition, addition had no reasonable cause to believe that his/his or her conduct was unlawful. The termination of any such Proceeding be by judgment, order of court, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall does not, of itself, create a presumption that Indemnitee is liable pursuant to NRS 78.138 or did not act in good faith and in a manner which he/he or she reasonably believed to be in or not opposed to the best interests interest of the CorporationCompany, or that, with respect to any criminal proceedingProceeding, that such person had reasonable cause to believe that his/his or her conduct was unlawful.;

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall indemnify Indemnitee against all Expenses, judgments, fines, and penalties actually and reasonably incurred by Indemnitee in accordance connection with the provisions defense or settlement of this Section 3 if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding Proceeding (other that than a Proceeding by or in the right of the Corporation to procure a judgment in its favor) , and other than or a Proceeding brought or initiated voluntarily 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, judgments, fines and penalties, actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such ProceedingIndemnitee), but only if Indemnitee acted in food 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 Corporation, and, in the case of a criminal proceeding, in addition, had no reasonable cause to believe that his/her Indemnitee’s conduct was unlawful. The termination of any such Proceeding be by judgment, order of courtorder, settlement, conviction conviction, or upon a plea of nolo contendere, contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act 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 CorporationCorporation or, or with respect to any criminal proceeding, that such person Indemnitee had reasonable cause to believe that his/her Indemnitee’s conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Section 3 if Paragraph 3, against all Expenses, judgments, fines, and penalties actually and reasonably incurred by Indemnitee is a party to in connection with the defense or threatened to be made a party to or otherwise involved in settlement of any proceeding Proceeding (other that than a 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, judgments, fines and penalties, actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if Indemnitee acted in food 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 Corporation, and, in the case of a criminal proceeding, in addition, had no reasonable cause to believe that his/his or her conduct was unlawful. The termination of any such Proceeding be by judgment, order of courtorder, settlement, conviction conviction, or upon a plea of nolo contendere, contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act 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, or and, with respect to any criminal proceeding, that such person had Indemnitee did not have reasonable cause to believe that his/his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Section Paragraph 3 if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding Proceeding (other that than a Proceeding by or in the right of the Corporation to procure a judgment in its favorCorporation) 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, judgments, fines and penalties, Expenses actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if Indemnitee acted in food 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, in the case of a criminal proceeding, in addition, had no reasonable cause to believe that his/her his conduct was unlawful. The termination of any such Proceeding be by judgment, order of court, settlement, conviction conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act 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, or and with respect to any criminal proceeding, that such person had reasonable cause to believe that his/her his conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is a party to or is threatened to be made a party to or otherwise involved in any proceeding Proceeding (other that than a Proceeding by or in the right name of the Corporation Company to procure a judgment in its favor) by reason of the fact that Indemnitee he or she is or was a Director or Officer an Agent of the Corporation, Company or is by reason of any act 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 enterpriseinaction by Indemnitee in any such capacity, against all ExpensesExpenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines fines, and penalties, amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the defense investigation, defense, settlement or settlement appeal of such Proceeding, but only if Indemnitee either is not liable pursuant to NRS 78.138 or acted in food 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 Company, and, in the case of a with respect to any criminal proceedingProceeding, in addition, addition had no reasonable cause to believe that his/his or her conduct was unlawful. The termination of any such Proceeding be by judgment, order of court, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall does not, of itself, create a presumption that Indemnitee is liable pursuant to NRS 78.138 or did not act in good faith and in a manner which he/he or she reasonably believed to be in or not opposed to the best interests interest of the CorporationCompany, or that, with respect to any criminal proceedingProceeding, that such person had reasonable cause to believe that his/his or her conduct was unlawful.;

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify the Indemnitee in accordance with if the provisions of this Section 3 if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding (other that than a Proceeding proceeding by or in the right name of the Corporation Company to procure a judgment in its favor) by reason of the fact that the Indemnitee is or was a Director or Officer an agent of the CorporationCompany, or is by reason of any act or was serving at the request of the Corporation as a director, officer, employee inaction by him or agent of another corporation, partnership, joint venture, trust or other enterpriseher in any such capacity, against any and all Expensesexpenses and liabilities of any type whatsoever (including, but not limited to, settlements, judgments, fines and penalties), actually and reasonably incurred by Indemnitee him or her in connection with the defense investigation, defense, settlement or settlement appeal of such Proceedingproceeding, but only if unless it is determined that the Indemnitee acted did not act in food 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 Company, and, in the case of a with respect to any criminal action or proceeding, in addition, had no reasonable cause to believe that his/his or her conduct was unlawful. The termination of any such Proceeding be proceeding by judgment, order of court, settlement, conviction or upon a on plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act 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 CorporationCompany, or and with respect to any criminal proceedingproceedings, that such person had reasonable cause to believe that his/his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify the Indemnitee in accordance with if the provisions of this Section 3 if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding (other that than a Proceeding proceeding by or in the right name of the Corporation Company to procure a judgment in its favor) by reason of the fact that the Indemnitee is or was a Director or Officer an agent of the CorporationCompany, or is by reason of any act or was serving at inaction by the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterpriseIndemnitee in any such capacity, against any and all Expensesexpenses and liabilities of any type whatsoever (including, but not limited to, settlements, judgments, fines and penalties), actually and reasonably incurred by the Indemnitee in connection with such action, suit or proceeding if the defense or settlement of such Proceeding, but only if Indemnitee acted in food good faith and in a manner which he/she the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation Company, and, in the case of a with respect to any criminal action or proceeding, in addition, had no reasonable cause to believe that his/her the Indemnitee’s conduct was unlawful. The termination of any such Proceeding be action, suit or proceeding by judgment, order of courtorder, settlement, conviction conviction, or upon a plea of nolo contendere, contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which he/she that the Indemnitee reasonably believed to be in or not opposed to the best interests of the CorporationCompany, or or, with respect to any criminal action or proceeding, that such person the Indemnitee had reasonable cause to believe that his/her the Indemnitee’s conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Subject to Paragraph 8, the Corporation shall indemnify the Indemnitee in accordance with the provisions of this Section Paragraph 3 if the Indemnitee is a party to or to, threatened to be made a party to or otherwise involved in any proceeding Proceeding (other that than a Proceeding by or in the right of the Corporation itself to procure a judgment in its favor) ), by reason of the fact that the Indemnitee is or was a Director or Officer director and/or officer of the CorporationCorporation or a subsidiary, 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, judgments, fines and penalties, Expenses actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such Proceeding, but only if provided it is determined, pursuant to Paragraph 7 or by the court before which such action was brought, that the Indemnitee acted in food case of conduct in an official capacity with the Corporation, conduct himself in good faith and in a manner which he/she that he reasonably believed to be in or not opposed to the best interests of the Corporation or, in all other cases; that his conduct was at least not opposed to the Corporation's best interests, and, in the case of a criminal proceeding, in addition, had no reasonable cause to believe that his/her his conduct was unlawful. The termination of any such Proceeding be by judgment, order of court, settlement, conviction or upon a plea of nolo contendere, contendre or its equivalent, equivalent shall not, of itself, create a presumption not be determinative that the Indemnitee did not act meet the standard of care 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, or with respect to any criminal proceeding, that such person had reasonable cause to believe that his/her conduct was unlawfulthis Paragraph 3.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall indemnify Indemnitee against all Expenses, judgments, fines, and penalties actually and reasonably incurred by Indemnitee in accordance connection with the provisions defense or settlement of this Section 3 if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding Proceeding (other that than a Proceeding by or in the right of the Corporation to procure a judgment in its favor) , and other than a Proceeding brought or initiated voluntarily 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, judgments, fines and penalties, actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such ProceedingIndemnitee), but only if Indemnitee acted in food 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 Corporation, and, in the case of a criminal proceeding, in addition, had no reasonable cause to believe that his/her Indemnitee’s conduct was unlawful. The termination of any such Proceeding be by judgment, order of courtorder, settlement, conviction conviction, or upon a plea of nolo contendere, contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act 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 CorporationCorporation or, or with respect to any criminal proceeding, that such person Indemnitee had reasonable cause to believe that his/her Indemnitee’s conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify the Indemnitee in accordance with if the provisions of this Section 3 if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding (other that than a Proceeding proceeding by or in the right of the Corporation to procure a judgment in its favorCompany) by reason of the fact that the Indemnitee is or was a Director or Officer an agent of the CorporationCompany, including any proceeding based upon any act or is or was serving at inaction by the request Indemnitee in his capacity as an agent of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterpriseCompany, against any and all Expensesexpenses, judgments, fines and penalties, penalties actually and reasonably incurred by Indemnitee him in connection with the defense or settlement of such Proceedingproceeding, but only if the Indemnitee acted in food 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 Company, and, in the case of a with respect to any criminal proceeding, in addition, had no reasonable cause to believe that his/her his conduct was unlawful. The termination of any such Proceeding be proceeding by judgment, order of court, settlement, conviction or upon a on 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 which he/she he reasonably believed to be in or not opposed to the best interests of the CorporationCompany, or and with respect to any criminal proceedingproceedings, that such person had reasonable cause to believe that his/her his conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is a party to or is threatened to be made a party to or otherwise involved in any proceeding Proceeding (other that than a Proceeding by or in the right name of the Corporation Company to procure a judgment in its favor) by reason of the fact that Indemnitee he or she is or was a Director or Officer an Agent of the Corporation, Company or is by reason of any act 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 enterpriseinaction by him in any such capacity, against all Expenses, judgments, fines and penaltiesamounts paid in settlement, actually and reasonably incurred by Indemnitee in connection with the defense investigation, defense, settlement or settlement appeal of such Proceeding, but only if Indemnitee he or she either is not liable pursuant to NRS 78.138 or acted in food 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 Company and, in the case of a criminal proceedingProceeding, in addition, had no reasonable cause to believe that his/his or her conduct was unlawful. The termination of any such Proceeding be by judgment, order of court, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall does not, of itself, create a presumption that Indemnitee is liable pursuant to NRS 78.138 or did not act in good faith and in a manner which he/he or she reasonably believed to be in or not opposed to the best interests interest of the CorporationCompany, or and with respect to any criminal proceedingProceeding, that such person had reasonable cause to believe that his/his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify the Indemnitee in accordance with if the provisions of this Section 3 if Indemnitee was or is a party to or is threatened to be made a party to or otherwise involved in any proceeding (other that than a Proceeding proceeding by or in the right of the Corporation to procure a judgment in its favorCompany) by reason of the fact that the Indemnitee is or was a Director or Officer an agent of the CorporationCompany, including any proceeding based upon any act or is or was serving at inaction by the request Indemnitee in the Indemnitee’s capacity as an agent of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterpriseCompany, against any and all Expensesexpenses, judgments, fines and penalties, penalties actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such Proceedingproceeding, but only if the Indemnitee acted in food 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 Company, and, in the case of a with respect to any criminal proceeding, in addition, had no reasonable cause to believe that his/his or her conduct was unlawful. The termination of any such Proceeding be proceeding by judgment, order of court, settlement, conviction or upon a on 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 which he/he or she reasonably believed to be in or not opposed to the best interests of the CorporationCompany, or and with respect to any criminal proceedingproceedings, that such person the Indemnitee had reasonable cause to believe that his/his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall indemnify Indemnitee against all Expenses, judgments, fines, and penalties actually and reasonably incurred by Indemnitee in accordance connection with the provisions defense or settlement of this Section 3 if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding Proceeding (other that than a Proceeding by or in the right of the Corporation to procure a judgment in its favor) , and other than a Proceeding brought or initiated voluntarily 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, judgments, fines and penalties, actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such ProceedingIndemnitee), but only if Indemnitee acted in food 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 Corporation, and, in the case of a criminal proceeding, in addition, had no reasonable cause to believe that his/her Indemnitee’s conduct was unlawful. The termination of any such Proceeding be by judgment, order of courtorder, settlement, conviction conviction, or upon a plea of nolo contendere, contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act 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 CorporationCorporation or, or with respect to any criminal proceeding, that such person Indemnitee had reasonable cause to believe that his/her Indemnitee’s conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall indemnify the Indemnitee in accordance with the provisions of this Section 3 4 if the Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding Proceeding (other that than a 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, judgments, judgments and fines and penalties, actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such Proceeding, but only if the Indemnitee acted in food good faith and in a manner which he/she the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation and, in the case of a criminal proceeding, in addition, had no reasonable cause to believe that his/her the Indemnitee's conduct was unlawful. The termination of any such Proceeding be by judgment, order of court, 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 which he/she the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, or and with respect to any criminal proceeding, that such person the Indemnitee had reasonable cause to believe that his/her the Indemnitee's conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify the Indemnitee in accordance with if the provisions of this Section 3 if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding (other that than a Proceeding proceeding by or in the right name of the Corporation Company to procure a judgment in its favor) by reason of the fact that the Indemnitee is or was a Director or Officer an agent of the CorporationCompany, or is by reason of any act 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 enterpriseinaction by him in any such capacity, against any and all Expensesexpenses and liabilities of any type whatsoever (including, but not limited to, settlements, judgments, fines and penalties), actually and reasonably incurred by Indemnitee him in connection with the defense investigation, defense, settlement or settlement appeal of such Proceedingproceeding, but only if the Indemnitee acted in food 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 Company, and, in the case of a with respect to any criminal action or proceeding, in addition, had no reasonable cause to believe that his/her his conduct was unlawful. The termination of any such Proceeding be proceeding by judgment, order of court, settlement, conviction or upon a on plea of nolo contenderecontedere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act 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 CorporationCompany, or and with respect to any criminal proceedingproceedings, that such person had reasonable cause to believe that his/her his conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall indemnify Indemnitee against all Expenses, judgments, fines, and penalties actually and reasonably incurred by Indemnitee in accordance connection with the provisions defense or settlement of this Section 3 if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding Proceeding (other that than a Proceeding by or in the right of the Corporation to procure a judgment in its favor) , and other than a Proceeding brought or initiated voluntarily 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, judgments, fines and penalties, actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such ProceedingIndemnitee), but only if Indemnitee acted in food 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 Corporation, and, in the case of a criminal proceeding, in addition, had no reasonable cause to believe that his/her Indemnitee’s conduct was unlawful. The termination of any any, such Proceeding be by judgment, order of courtorder, settlement, conviction conviction, or upon a plea of nolo contendere, contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act 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 CorporationCorporation or, or with respect to any criminal proceeding, that such person Indemnitee had reasonable cause to believe that his/her Indemnitee’s conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Section Paragraph 3 if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding Proceeding (other that than a 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 and/or Officer of the Corporation or Officer a subsidiary of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee member or agent manager, partner, trustee, employee, agent, or fiduciary of another corporationcorporation (domestic or foreign, nonprofit or for profit), limited liability company, partnership, joint venture, trust or other enterprise, in each case whether before or after the date of this Agreement, against all Expenses, judgmentsjudgments (including for punitive damages), settlements, fines and penalties, actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if Indemnitee acted in food 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 and, in the case of a criminal proceeding, in addition, had no reasonable cause to believe that his/his or her conduct was unlawful. The termination of any such Proceeding be by judgment, order of court, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act 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, or and with respect to any criminal proceeding, that such person had reasonable cause to believe that his/his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding Proceeding (other that than a Proceeding by or in the right of the Corporation to procure a judgment in its favorfavour) by reason of the fact that Indemnitee is or was a Director director or Officer 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 or other enterprise, against all Expenses, judgments, fines and penalties, penalties actually and reasonably incurred by Indemnitee in connection with the defense defence or settlement of such Proceeding, but only if Indemnitee he acted in food 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 andCorporation, or, in the case of a criminal action or proceeding, in addition, had no reasonable cause to believe that his/his or her conduct was unlawful. The termination of any such Proceeding be by judgment, order of court, settlement, conviction conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act 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 CorporationCorporation (or that Indemnitee did not meet any other particular standard of conduct or have any other particular belief or that a court has determined that indemnification is not permitted by applicable law), or and with respect to any criminal proceeding, that such person had reasonable cause to believe that his/his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify the Indemnitee in accordance with if the provisions of this Section 3 if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding (other that than a Proceeding proceeding by or in the right name of the Corporation Company to procure a judgment in its favor) by reason of the fact that the Indemnitee is or was a Director or Officer an agent of the CorporationCompany, or is by reason of any act or was serving at the request of the Corporation as a director, officer, employee inaction by him or agent of another corporation, partnership, joint venture, trust or other enterpriseher in any such capacity, against any and all Expensesexpenses and liabilities of any type whatsoever (including, but not limited to, settlements, judgments, fines and penalties), actually and reasonably incurred by Indemnitee him or her in connection with the defense investigation, defense, settlement or settlement appeal of such Proceedingproceeding, but only if the Indemnitee acted in food 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 Company, and, in the case of a with respect to any criminal action or proceeding, in addition, had no reasonable cause to believe that his/his or her conduct was unlawful. The termination of any such Proceeding be proceeding by judgment, order of court, settlement, conviction or upon a on plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act 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 CorporationCompany, or and with respect to any criminal proceedingproceedings, that such person had reasonable cause to believe that his/his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is a party to or is threatened to be made a party to or otherwise involved in any proceeding Proceeding (other that than a Proceeding by or in the right name of the Corporation Company to procure a judgment in its favor) by reason of the fact that Indemnitee he or she is or was a Director or Officer an Agent of the Corporation, Company or is by reason of any act 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 enterpriseinaction by Indemnitee in any such capacity, against all ExpensesExpenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines fines, and penalties, amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the defense investigation, defense, settlement or settlement appeal of such Proceeding, but only if Indemnitee acted in food 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 Company, and, in the case of a with respect to any criminal proceedingProceeding, in addition, addition had no reasonable cause to believe that his/his or her conduct was unlawful. The termination of any such Proceeding be by judgment, order of court, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall does not, of itself, create a presumption that Indemnitee did not act 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 CorporationCompany, or that, with respect to any criminal proceedingProceeding, that such person had reasonable cause to believe that his/his or her conduct was unlawful.;

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall indemnify Indemnitee against all Expenses, judgments, fines, and penalties actually and reasonably incurred by Indemnitee in accordance connection with the provisions defense or settlement of this Section 3 if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding Proceeding (other that than a Proceeding by or in the right of the Corporation to procure a judgment in its favor) , and other than or a Proceeding brought or initiated voluntarily 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, judgments, fines and penalties, actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such ProceedingIndemnitee), but only if Indemnitee acted in food 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 Corporation, and, in the case of a criminal proceeding, in addition, had no reasonable cause to believe that his/her Indemnitee's conduct was unlawful. The termination of any such Proceeding be by judgment, order of courtorder, settlement, conviction conviction, or upon a plea of nolo contendere, contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act 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 CorporationCorporation or, or with respect to any criminal proceeding, that such person Indemnitee had reasonable cause to believe that his/her Indemnitee's conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Section 3 if Paragraph 3, against all Expenses, judgments, fines, and penalties actually and reasonably incurred by Indemnitee is a party to in connection with the defense or threatened to be made a party to or otherwise involved in settlement of any proceeding (Proceeding against Indemnitee, other that than a 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, favor against all Expenses, judgments, fines and penalties, actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such ProceedingIndemnitee, but only if Indemnitee acted in food faith and in a manner which he/she reasonably believed to be in or not opposed to the best interests of the Corporation and, in the case of a criminal proceeding, in addition, had no reasonable cause to believe that his/her conduct was unlawful. The termination of any such Proceeding be judgment, order of court, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act 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, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any such Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, in and of itself, create a presumption that Indemnitee did not act in good faith in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation; and, with respect to any criminal proceeding, that such person Indemnitee had reasonable cause to believe that his/his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify the Indemnitee in accordance with if the provisions of this Section 3 if Indemnitee was or is a party to or is threatened to be made a party to or otherwise involved in any proceeding (other that than a Proceeding proceeding by or in the right of the Corporation to procure a judgment in its favorCompany) by reason of the fact that the Indemnitee is or was a Director or Officer an agent of the CorporationCompany, including any proceeding based upon any act or is or was serving at inaction by the request Indemnitee in the Indemnitee’s capacity as an agent of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterpriseCompany, against any and all Expensesexpenses, liabilities and losses (including judgments, fines and fines, penalties, and amounts paid in settlement by or on behalf of the Indemnitee) actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such Proceedingproceeding, but only if the Indemnitee acted in food 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 Company, and, in the case of a with respect to any criminal proceeding, in addition, had no reasonable cause to believe that his/his or her conduct was unlawful. The termination of any such Proceeding be proceeding by judgment, order of court, settlement, conviction or upon a on 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 which he/he or she reasonably believed to be in or not opposed to the best interests of the CorporationCompany, or and with respect to any criminal proceedingproceedings, that such person the Indemnitee had reasonable cause to believe that his/his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall indemnify ------------------------------------ Indemnitee in accordance with the provisions of this Section 3 if Paragraph, against all Expenses, judgments, fines, and penalties actually and reasonably incurred by Indemnitee is a party to in connection with the defense or threatened to be made a party to or otherwise involved in settlement of any proceeding Proceeding (other that than a 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, judgments, fines and penalties, actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding), but only if Indemnitee acted in food 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 Corporation, and, in the case of a criminal proceeding, in addition, had no reasonable cause to believe that his/his or her conduct was unlawful. The termination of any such Proceeding be by judgment, order of courtorder, settlement, conviction conviction, or upon a plea of nolo contendere, contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act 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, or and, with respect to any criminal proceeding, that such person Indemnitee had reasonable cause to believe that his/his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify the Indemnitee in accordance with if the provisions of this Section 3 if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding (other that than a Proceeding proceeding by or in the right name of the Corporation Company to procure a judgment in its favor) by reason of the fact that the Indemnitee is or was a Director or Officer an agent of the CorporationCompany, or is by reason of any alleged act or was serving at the request of the Corporation as a director, officer, employee inaction by him or agent of another corporation, partnership, joint venture, trust or other enterpriseher in any such capacity, against any and all Expensesexpenses and liabilities of any type whatsoever (including, but not limited to, settlements, judgments, fines and penalties), actually and reasonably incurred by Indemnitee him or her in connection with the defense investigation, defense, settlement or settlement appeal of such Proceedingproceeding, but only if the Indemnitee acted in food 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 Company, and, in the case of a with respect to any criminal action or proceeding, in addition, had no reasonable cause to believe that his/his or her conduct was unlawful. The termination of any such Proceeding be proceeding by judgment, order of court, settlement, conviction or upon a on plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act 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 CorporationCompany, or and with respect to any criminal proceedingproceedings, that such person had reasonable cause to believe that his/his or her conduct was unlawful.. ​

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall indemnify the Indemnitee in accordance with the provisions of this Section 3 4 if the Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding Proceeding (other that than a 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, judgments, judgments and fines and penalties, actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such Proceeding, but only if the Indemnitee acted in food good faith and in a manner which he/she the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation and, in the case of a criminal proceeding, in addition, had no reasonable cause to believe that his/her the Indemnitee’s conduct was unlawful. The termination of any such Proceeding be by judgment, order of court, 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 which he/she the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, or and with respect to any criminal proceeding, that such person the Indemnitee had reasonable cause to believe that his/her the Indemnitee’s conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify the Indemnitee in accordance with if the provisions of this Section 3 if Indemnitee is a party to or threatened to be made a party to or otherwise involved is a witness in any proceeding threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other that a Proceeding than an action by or in the right of the Corporation to procure a judgment in its favorCompany) by reason of the fact that the Indemnitee is or was a Director or Officer an Agent of the CorporationCompany, or is by reason of any act or was serving at inaction by the request Indemnitee in any such capacity against any and all Expenses and liabilities of the Corporation as a directorany type whatsoever (including, officerbut not limited to, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expensessettlements, judgments, fines and penalties), actually and reasonably incurred by the Indemnitee in connection with such action, suit or proceeding if the defense or settlement of such Proceeding, but only if Indemnitee acted in food good faith and in a manner which he/she the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation Company, and, in the case of a with respect to any criminal action or proceeding, in addition, had no reasonable cause to believe that his/her the Indemnitee’s conduct was unlawful. The termination of any such Proceeding be action, suit or proceeding by judgment, order of courtorder, settlement, conviction conviction, or upon a plea of nolo contendere, contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which he/she that the Indemnitee reasonably believed to be in or not opposed to the best interests of the CorporationCompany, or or, with respect to any criminal action or proceeding, that such person the Indemnitee had reasonable cause to believe that his/her the Indemnitee’s conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify Indemnitee Executive in accordance with the provisions of this Section 3 section if Indemnitee Executive is a party to or threatened to be made a party to or otherwise involved in any proceeding Proceeding (other that than a Proceeding by or in the right name of the Corporation Company to procure a judgment in its favor) ), by reason of the fact that Indemnitee Executive is or was a Director or Officer director and/or officer of the Corporation, Company or is or was serving acting at the request of the Corporation Company as a director, officer, employee employee, or agent of another corporationCompany, partnership, joint venture, trust or other enterprise, against all Expenses, liabilities, judgments, fines and penalties, actually and reasonably incurred by Indemnitee Executive in connection with the defense or settlement of such Proceeding, but only if Indemnitee provided that Executive acted in food good faith and in a manner which he/she reasonably believed to be in or not opposed to the best interests of the Corporation Company and, in the case of a criminal proceeding, in addition, had no reasonable cause to believe that his/her conduct was unlawful. The termination of any such Proceeding be by judgment, order of court, settlement, conviction conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee Executive did not act in good faith and in a manner which he/she reasonably believed to be in or not opposed to the best interests of the CorporationCompany, or and with respect to any criminal proceeding, that such person had reasonable cause to believe that his/her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify the Indemnitee in accordance with if the provisions of this Section 3 if Indemnitee is a party to or threatened to be made a party to or otherwise involved is a witness in any proceeding Proceeding (other that a Proceeding than an action by or in the right of the Corporation to procure a judgment in its favorCompany) by reason of the fact that the Indemnitee is or was a Director or Officer an Agent of the CorporationCompany, or is by reason of any act or was serving at inaction by the request Indemnitee in any such capacity against any and all Expenses and liabilities of the Corporation as a directorany type whatsoever (including, officerbut not limited to, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expensessettlements, judgments, fines and penalties), actually and reasonably incurred by the Indemnitee in connection with such Proceeding if the defense or settlement of such Proceeding, but only if Indemnitee acted in food good faith and in a manner which he/she the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation Company, and, in the case of a with respect to any criminal proceeding, in additionProceeding, had no reasonable cause to believe that his/her the Indemnitee’s conduct was unlawful. The termination of any such Proceeding be by judgment, order of courtorder, settlement, conviction conviction, or upon a plea of nolo contendere, contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which he/she that the Indemnitee reasonably believed to be in or not opposed to the best interests of the CorporationCompany, or or, with respect to any criminal action or proceeding, that such person the Indemnitee had reasonable cause to believe that his/her the Indemnitee’s conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Section 3 if Paragraph 3, against all Expenses, judgments, fines, and penalties actually and reasonably incurred by Indemnitee is a party to in connection with the defense or threatened to be made a party to or otherwise involved in settlement of any proceeding Proceeding (other that than a 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, judgments, fines and penalties, actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding), but only if Indemnitee acted in food 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 Corporation, and, in the case of a criminal proceeding, in addition, had no reasonable cause to believe that his/his or her conduct was unlawful. The termination of any such Proceeding be by judgment, order of courtorder, settlement, conviction conviction, or upon a plea of nolo contendere, contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act 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, or and, with respect to any criminal proceeding, that such person Indemnitee had reasonable cause to believe that his/his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Subject to Paragraph 8, the Corporation shall defend and indemnify the Indemnitee and his successors, assigns, heirs, beneficiaries, and agents against and hold the same harmless from any and all Expenses and all other costs, claims, losses, recoveries, deficiencies, injuries, Proceedings, other legal and administrative proceedings, and penalties, including attorney's fees and costs, arising from or related to any and all of Indemnitee’s acts or omissions taken in accordance connection with the provisions of this Section 3 if Indemnitee is his positions as a party to Director, Officer, or threatened to be made a party to or otherwise involved in any proceeding (other that a Proceeding by or in the right Employee of the Corporation to procure a judgment in its favor) by reason the fullest extent of the fact law; provided that Indemnitee it is determined, pursuant to Paragraph 7 or by the court before which such action was a Director or Officer of brought, that 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, judgments, fines and penalties, actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if Indemnitee acted in food good faith and in a manner which he/she that he reasonably believed to be in or not opposed to the best interests of the Corporation. Such defense, indemnification, and hold harmless obligations of the Corporation and, in the case of shall also extend to a criminal proceeding, in addition, proceeding where Indemnitee had no reasonable cause to believe that his/her his conduct was unlawful. The termination of any such Proceeding be by judgment, order of court, settlement, conviction or upon a plea of nolo contendere, contendere or its equivalent, equivalent shall not, of itself, create a presumption that the Indemnitee did not act in good faith and or in a manner which he/she that he reasonably believed to be in or not opposed to the best interests of the Corporation, or and with respect to any criminal proceeding, that such person had reasonable cause to believe that his/her his conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Section 3 if paragraph, against all Expenses, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement (including all interest, assessments, and other charges paid or payable in connection with or in respect of such Expenses actually and reasonably incurred by or for Indemnitee is a party to or threatened to be made a party to or otherwise involved in connection with any proceeding Proceeding (other that than a 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 any claim, issue 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, judgments, fines and penalties, actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceedingmatter therein, but only if Indemnitee acted in food good faith and in a manner in which he/he or she reasonably believed to be in or not opposed to the best interests of the Corporation Corporation, and, in the case of a criminal proceeding, in addition, proceeding had no reasonable cause to believe that his/his or her conduct was unlawful. The termination of any such Proceeding be by judgment, order of courtorder, settlement, conviction conviction, or upon a plea of nolo contendere, contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act 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, or and, with respect to any criminal proceeding, that such person had Indemnitee has reasonable cause to believe that his/his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify the Indemnitee in accordance with if the provisions of this Section 3 if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding (other that than a Proceeding proceeding by or in the right of the Corporation to procure a judgment in its favorCompany) by reason of the fact that the Indemnitee is or was a Director or Officer an agent of the CorporationCompany, including any proceeding based upon any act or is or was serving at inaction by the request Indemnitee in his capacity as an agent of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterpriseCompany, against any and all Expensesexpenses, judgments, fines and penalties, penalties actually and reasonably incurred by Indemnitee him in connection with the defense or settlement of such Proceedingproceeding, but only if the Indemnitee acted in food 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 Company and, in the case of a with respect to any criminal proceeding, in addition, had no reasonable cause to believe that his/her his conduct was unlawful. The termination of any such Proceeding be proceeding by judgment, order of court, settlement, conviction or upon a on 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 which he/she he reasonably believed to be in or not opposed to the best interests of the CorporationCompany, or and with respect to any criminal proceedingproceedings, that such person had reasonable cause to believe that his/her his conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify the Indemnitee in accordance with if the provisions of this Section 3 if Indemnitee is a party or witness to or threatened to be made a party or witness to or otherwise involved in any proceeding (other that than a Proceeding proceeding by or in the right of the Corporation Company to procure a judgment in its favor) by reason of the fact that the Indemnitee is or was a Director or Officer an agent of the CorporationCompany, or is by reason of any act 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 enterpriseinaction by him in any such capacity, against any and all Expensesexpenses and liabilities of any type whatsoever (including, but not limited to, settlements, judgments, fines and penalties), actually and reasonably incurred by Indemnitee him in connection with the defense investigation, defense, settlement or settlement appeal of such Proceedingproceeding, but only if the Indemnitee acted in food 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 Company, and, in the case of a with respect to any criminal action or proceeding, in addition, had no reasonable cause to believe that his/her his conduct was unlawful. The termination of any such Proceeding be proceeding by judgment, order of court, settlement, conviction or upon a on plea of nolo contenderecontedere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act 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 CorporationCompany, or and with respect to any criminal proceedingproceedings, that such person had reasonable cause to believe that his/her his conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Section Paragraph 3 if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding Proceeding (other that than a 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, judgments, fines fines, and penalties, actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if Indemnitee acted in food 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, in the case of a criminal proceeding, in addition, had no did not have reasonable cause to believe that his/her his conduct was unlawful. The termination of any such Proceeding be by judgment, order of court, settlement, conviction conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act 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, or and with respect to any criminal proceeding, that such person had reasonable cause to believe that his/her his conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify the Indemnitee in accordance with if the provisions of this Section 3 if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding (other that than a Proceeding proceeding by or in the right name of the Corporation Company to procure a judgment in its favor) by reason of the fact that the Indemnitee is or was a Director or Officer an agent of the CorporationCompany, or is by reason of any alleged act or was serving at the request of the Corporation as a director, officer, employee inaction by him or agent of another corporation, partnership, joint venture, trust or other enterpriseher in any such capacity, against any and all Expensesexpenses and liabilities of any type whatsoever (including, but not limited to, settlements, judgments, fines and penalties), actually and reasonably incurred by Indemnitee him or her in connection with the defense investigation, defense, settlement or settlement appeal of such Proceedingproceeding, but only if the Indemnitee acted in food 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 Company, and, in the case of a with respect to any criminal action or proceeding, in addition, had no reasonable cause to believe that his/his or her conduct was unlawful. The termination of any such Proceeding be proceeding by judgment, order of court, settlement, conviction or upon a on plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act 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 CorporationCompany, or and with respect to any criminal proceedingproceedings, that such person had reasonable cause to believe that his/his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify the ------------------------------------ Indemnitee in accordance with if the provisions of this Section 3 if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding (other that than a Proceeding proceeding by or in the right of the Corporation to procure a judgment in its favorCompany) by reason of the fact that the Indemnitee is or was a Director or Officer an agent of the CorporationCompany, including any proceeding based upon any act or is or was serving at inaction by the request Indemnitee in his capacity as an agent of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterpriseCompany, against any and all Expensesexpenses, judgments, fines and penalties, penalties actually and reasonably incurred by Indemnitee him in connection with the defense or settlement of such Proceedingproceeding, but only if the Indemnitee acted in food 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 Company, and, in the case of a with respect to any criminal proceeding, in addition, had no reasonable cause to believe that his/her his conduct was unlawful. The termination of any such Proceeding be proceeding by judgment, order of court, settlement, conviction or upon a on 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 which he/she he reasonably believed to be in or not opposed to the best interests of the CorporationCompany, or and with respect to any criminal proceedingproceedings, that such person had reasonable cause to believe that his/her his conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify the Indemnitee in accordance with if the provisions of this Section 3 if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding (other that than a Proceeding proceeding by or in the right name of the Corporation Company to procure a judgment in its favor) by reason of the fact that the Indemnitee is or was a Director or Officer an agent of the CorporationCompany, or is by reason of any act or was serving at the request of the Corporation as a director, officer, employee inaction by him or agent of another corporation, partnership, joint venture, trust or other enterpriseher in any such capacity, against any and all Expensesexpenses and liabilities of any type whatsoever (including, but not limited to, judgments, settlements, fines and penalties), actually and reasonably incurred by Indemnitee him or her in connection with the defense investigation, defense, settlement or settlement appeal of such Proceedingproceeding, but only if the Indemnitee acted in food 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 Company, and, in the case of a with respect to any criminal action or proceeding, in addition, had no reasonable cause to believe that his/his or her conduct was unlawful. The termination of any such Proceeding be proceeding by judgment, order of court, settlement, conviction or upon a on plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act 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 CorporationCompany, or and with respect to any criminal proceedingproceedings, that such person had reasonable cause to believe that his/his or her conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee was or is a party to or is threatened to be made a party to any threatened, pending or otherwise involved completed action, suit or proceeding whether civil, criminal, administrative or investigative, including any appeal therefrom, and including any situation that Indemnitee reasonably believes may lead to or culminate in the institution of any proceeding of the foregoing (all of the foregoing, collectively, each a “Proceeding”) (other that than a Proceeding by or in the right of the Corporation to procure a judgment in its favorCompany) by reason of the fact that Indemnitee is or was a Director or Officer of the CorporationIndemnitee’s Corporate Status against expenses (including attorneys’ fees), 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 Expensescosts, judgments, fines Fines and penalties, amounts paid in settlement actually and reasonably incurred by Indemnitee him (collectively, “Expenses”) in connection with the defense or settlement of such Proceeding, but only Proceeding if Indemnitee he acted in food 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 Company, and, in the case of a with respect to any criminal action or proceeding, in addition, had no reasonable cause to believe that his/her his conduct was unlawful. The termination of any such Proceeding be by judgment, order of courtorder, settlement, conviction conviction, or upon a plea of nolo contendereno contest, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act 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 CorporationCompany, or and, with respect to any criminal action or proceeding, that such person had reasonable cause to believe that his/her his conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding Proceeding (other that than a 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, judgments, judgments and fines and penalties, actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if Indemnitee acted in food 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 and, in the case of a criminal proceeding, in addition, had no reasonable cause to believe that his/her Indemnitee's conduct was unlawful. The termination of any such Proceeding be by judgment, order of court, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act 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, or and with respect to any criminal proceeding, that such person had reasonable cause to believe that his/her Indemnitee's conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding Proceeding (other that than a 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, judgments, judgments and fines and penalties, actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, but only if Indemnitee acted in food 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 and, in the case of a criminal proceeding, in addition, had no reasonable cause to believe that his/her Indemnitee’s conduct was unlawful. The termination of any such Proceeding be by judgment, order of court, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which he/she Indemnitee reasonably believed to be in or not opposed to the best interests interest of the Corporation, or and with respect to any criminal proceeding, that such person had reasonable cause to believe that his/her Indemnitee’s conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify the Indemnitee in accordance with if the provisions of this Section 3 if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding (other that than a Proceeding proceeding by or in the right name of the Corporation Company to procure a judgment in its favor) by reason of the fact that the Indemnitee is or was a Director or Officer an agent of the CorporationCompany, or is by reason of any act 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 enterpriseinaction by him in any such capacity, against any and all Expensesexpenses and liabilities of any type whatsoever (including, but not limited to, settlements, judgments, fines and penalties), actually and reasonably incurred by Indemnitee him in connection with the defense investigation, defense, settlement or settlement appeal of such Proceedingproceeding, but only if the Indemnitee acted in food 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 Company, and, in the case of a with respect to any criminal action or proceeding, in addition, had no reasonable cause to believe that his/her his conduct was unlawful. The termination of any such Proceeding be proceeding by judgment, order of court, settlement, conviction or upon a on plea of nolo contenderecontedere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act 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 CorporationCompany, or and with respect to any criminal proceedingproceedings, that such person had reasonable cause to believe that his/her his conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation shall indemnify Indemnitee in accordance with the provisions of this Section 3 section if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding Proceeding (other that than a 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 an Officer of the Corporation, 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 or other enterprise, against all Expenses, judgments, fines and penalties, actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such Proceeding, Proceeding but only if Indemnitee acted in food 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, in the case of a criminal proceeding, in addition, had no reasonable cause to believe that his/her his conduct was unlawful. The termination of any such Proceeding be by judgment, order of court, settlement, conviction conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act 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, or and with respect to any criminal proceeding, that such person had reasonable cause to believe that his/her his conduct was unlawful.

INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Corporation Company shall indemnify Indemnitee in accordance with the provisions of this Section 3 Indemnitee, to the fullest extent permitted by law, if the Indemnitee is a party to or is threatened to be made a party to or otherwise involved in any proceeding Proceeding (other that than a Proceeding by or in the right name of the Corporation Company to procure a judgment in its favor) by reason of the fact that Indemnitee he is or was a Director or Officer an Agent of the Corporation, Company or is by reason of any act 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 enterpriseinaction by him in any such capacity, against all Expenses, judgments, fines and penaltiesamounts paid in settlement, actually and reasonably incurred by the Indemnitee in connection with the defense investigation, defense, settlement or settlement appeal of such Proceeding, but only if Indemnitee he acted in food 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 Company and, in the case of a criminal proceedingProceeding, in addition, addition had no reasonable cause to believe that his/her his conduct was unlawful. The termination of any such Proceeding be by judgment, order of court, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall does not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which he/she he reasonably believed to be in or not opposed to the best interests interest of the CorporationCompany, or and with respect to any criminal proceedingProceeding, that such person had reasonable cause to believe that his/her his conduct was unlawful.