Common use of Proceeding by or in the Right of the Company Clause in Contracts

Proceeding by or in the Right of the Company. Without limiting the generality of SECTION 4.1, if the Indemnitee was or is a party or is threatened to be made a party to any Proceeding (whether the Indemnitee is or becomes a party, a witness or otherwise is a participant in any role) by or in the right of the Company to procure a judgment in its favor by reason of the Indemnitee's Corporate Status, or by reason of any alleged act or omission by the Indemnitee in any such capacity, the Company shall, subject to the limitations set forth in SECTION 4.6 below, hold harmless and indemnify the Indemnitee against any and all Expenses of the Indemnitee in connection with the Proceeding if the Indemnitee acted in Good Faith; except that no indemnification under this SECTION 4.3 shall be made in respect of any claim, issue or matter as to which the Indemnitee shall have been finally adjudged, pursuant to a judgment or other adjudication which is final and has become nonappealable, to be liable to the Company, unless a court of appropriate jurisdiction (including, but not limited to, the court in which such Proceeding was brought) shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnification for such Expenses which such court shall deem proper.