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

Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 2(b) if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 2(b), the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with the Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No indemnification of Expenses shall be made under this Section 2(b) in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that the court in which the Proceeding was brought 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 indemnification.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify Indemnitee be entitled to the rights of indemnification provided in accordance with the provisions of this Section 2(b) 1 if, by reason of Indemnitee’s Corporate Status, Indemnitee isis made, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Section 2(b1(b), the Company Indemnitee shall indemnify Indemnitee be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee, Indemnitee or on Indemnitee’s behalf, behalf in connection with the such Proceeding or any claim, issue issue, or matter therein, therein if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No ; provided, however, if applicable law so provides, no indemnification of against such Expenses shall be made under this Section 2(b) in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, Company unless and only to the extent that the Court of Chancery of the State of Delaware or any court in which the such Proceeding was brought shall determine upon application thatthat such indemnification may be made, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationliability.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify Indemnitee be entitled to the rights of indemnification provided in accordance with the provisions of this Section 2(b1(b) if, by reason of Indemnitee’s his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Section 2(b1(b), the Company Indemnitee shall indemnify Indemnitee to the fullest extent permitted by applicable law be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides. No indemnification of against such Expenses shall be made under this Section 2(b1(b) in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that the any court in which the Proceeding was brought or the Delaware Court (as hereinafter defined) 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 indemnification.

Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 2(b1(b) if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 2(b1(b), the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with the such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No indemnification of Expenses shall be made under this Section 2(b1(b) in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or any court in which the Proceeding was brought 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 indemnification.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify Indemnitee be entitled to the rights of indemnification provided in accordance with the provisions of this Section 2(b1(b) if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Section 2(b1(b), the Company Indemnitee shall indemnify Indemnitee to the fullest extent permitted by applicable law be indemnified against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with the such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No ; provided, however, if applicable law so provides, no indemnification of against such Expenses shall be made under this Section 2(b) in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, Company unless and only to the extent that the court in which the Proceeding was brought shall determine determine, upon application that, despite the adjudication of liability but in view of all the circumstances of the case, that Indemnitee is fairly and reasonably entitled to indemnification.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify Indemnitee be entitled to the rights of indemnification to the maximum extent not prohibited by law provided in accordance with the provisions of this Section 2(b) 4.03 if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant is otherwise involved in any Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 2(b)4.03, the Company Indemnitee shall indemnify Indemnitee be indemnified to the fullest maximum extent permitted by applicable law against all Expenses Expenses, judgments, penalties, and amounts paid in defense or settlement, actually and reasonably incurred by Indemnitee, Indemnitee or on Indemnitee’s behalf, behalf in connection with the such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to Good Faith. Notwithstanding the best interests of the Company. No foregoing, no such indemnification of for Expenses shall be made under this Section 2(b) in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, Company unless and only to the extent that the court Court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify Indemnitee be entitled to the rights of indemnification provided in accordance with the provisions of this Section 2(b) 4.03 if, by reason of Indemnitee’s Corporate Status, Indemnitee was or is, or is threatened to be made, a party to or participant is otherwise involved in any Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 2(b), the Company Indemnitee shall indemnify Indemnitee to the fullest extent permitted by applicable law be indemnified against all Expenses actually and reasonably incurred by Indemnitee, Indemnitee or on Indemnitee’s behalf, behalf in connection with the such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or Good Faith (provided that the foregoing limitation shall not opposed limit Indemnitee’s right to the best interests of the Company. No indemnification advancement of Expenses under Article V of this Agreement). Notwithstanding the foregoing, no such indemnification shall be made under this Section 2(b) in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, Company unless and only to the extent that the Court of Chancery of the State Delaware or the court in which the Proceeding such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee such person is fairly and reasonably entitled to indemnificationindemnity for such Expenses which the Court of Chancery of the State Delaware or such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify Indemnitee be entitled to the rights of indemnification provided in accordance with the provisions of this Section 2(b1(b) if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Section 2(b1(b), the Company Indemnitee shall indemnify Indemnitee to the fullest extent permitted by applicable law be indemnified against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with the such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best 1 NTD: Bracketed language to be included in form for Vista directors. interests of the Company. No ; provided, however, if applicable law so provides, no indemnification of against such Expenses shall be made under this Section 2(b) in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, Company unless and only to the extent that the court in which the Proceeding was brought shall determine determine, upon application that, despite the adjudication of liability but in view of all the circumstances of the case, that Indemnitee is fairly and reasonably entitled to indemnification.

Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 2(b1(b) if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 2(b1(b), the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with the such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No indemnification of for Expenses shall be made under this Section 2(b1(b) in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or any court in which the Proceeding was brought 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 indemnification.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify Indemnitee be entitled to the rights of indemnification provided in accordance with the provisions of this Section 2(b1(b) if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Section 2(b1(b), the Company Indemnitee shall indemnify Indemnitee to the fullest extent permitted by applicable law be indemnified against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with the such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best best (1) NTD: Bracketed language to be included in form for Vista directors. interests of the Company. No ; provided, however, if applicable law so provides, no indemnification of against such Expenses shall be made under this Section 2(b) in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, Company unless and only to the extent that the court in which the Proceeding was brought shall determine determine, upon application that, despite the adjudication of liability but in view of all the circumstances of the case, that Indemnitee is fairly and reasonably entitled to indemnification.

Proceedings by or in the Right of the Company. The To the fullest extent permitted by law, the Company shall indemnify the Indemnitee against Expenses and amounts paid in settlement, actually and reasonably incurred by the Indemnitee in accordance connection with the provisions of this Section 2(b) if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 2(b), favor if the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with the Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany and its shareholders. No Notwithstanding the foregoing, no indemnification of Expenses shall be made under this Section 2(b) in respect of any claim, issue or matter as to which the Indemnitee shall have been finally adjudged by a court to be liable to the Company, Company in the performance of the Indemnitee’s duty to the Company and its shareholders unless and only to the extent that the court in which the Proceeding such action or proceeding is or was brought 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 indemnificationindemnity for expenses and then only to the extent that the court shall determine.

Proceedings by or in the Right of the Company. The Company Except as limited by Section 3 above, the Indemnitee shall indemnify Indemnitee be entitled to the indemnification rights provided in accordance with the provisions of this Section 2(b) if, by reason of Indemnitee’s Corporate Status, if the Indemnitee is, was or is a party or is threatened to be made, made a party to to, or participant in was or is otherwise involved in, any Proceeding brought by or in the right of the Company to procure a judgment in its favorfavor by reason of the fact that the Indemnitee is or was a director, officer, employee, agent, or trustee of the Company 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 Enterprise, or by reason of anything done or not done by the Indemnitee in any such capacity. Pursuant to this Section 2(b)Section, the Company Indemnitee shall indemnify Indemnitee to the fullest extent permitted by applicable law be indemnified against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with if the Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No ; provided, however, that no such indemnification of Expenses shall be made under this Section 2(b) in respect of any claim, issue issue, or matter as to which the laws of the State of Delaware expressly prohibits such indemnification by reason of any adjudication of liability of the Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware (the “Chancery Court”) or the court in which the 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 indemnificationindemnification for such expense, liability, and loss as such court shall deem proper.

Proceedings by or in the Right of the Company. The Company shall indemnify If the Indemnitee in accordance with the provisions of this Section 2(b) if, by reason of Indemnitee’s Corporate Status, Indemnitee is, is a person who was or is a party or is threatened to be made, made a party to or participant in any Proceeding brought by or in the right of the Company to procure a judgment by reason of the fact that the Indemnitee is or was an Agent of the Company, or by reason of anything done or not done by the Indemnitee in its favor. Pursuant to this Section 2(b)any such capacity, the Company shall indemnify Indemnitee indemnify, defend and hold harmless, to the fullest extent permitted by the Articles of Association and applicable law as it presently exists or may hereafter be amended (but, in the case of an amendment of the Companies Law, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), the Indemnitee against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, the Indemnitee in connection with the Proceeding investigation, defense, settlement or any claimappeal of such Proceeding, issue or matter therein, if provided the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No ; except that no indemnification of Expenses under this Section 4(b) shall be made under this Section 2(b) in respect of to any claim, issue or matter as to which the Indemnitee shall have been finally adjudged by a court to be liable to the Company, Company by a court of competent jurisdiction unless and only to the extent that the court in which the 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 indemnificationindemnity for such amounts which the court shall deem proper.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify Indemnitee be entitled to the rights of indemnification provided in accordance with the provisions of this Section 2(b) 1 if, by reason of Indemnitee’s Corporate Company Status, Indemnitee isis made, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Section 2(b1(b), the Company Indemnitee shall indemnify Indemnitee be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee, Indemnitee or on Indemnitee’s behalf, behalf in connection with the such Proceeding or any claim, issue issue, or matter therein, therein if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No ; provided, however, if applicable law so provides, no indemnification of against such Expenses shall be made under this Section 2(b) in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, Company unless and only to the extent that the Court of Chancery of the State of Delaware or any court in which the such Proceeding was brought shall determine upon application thatthat such indemnification may be made, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationliability.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify Indemnitee be entitled to the rights of indemnification provided in accordance with the provisions of this Section 2(b1(b) if, by reason of Indemnitee’s his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Section 2(b1(b), the Company Indemnitee shall indemnify Indemnitee to the fullest extent permitted by applicable law be indemnified against all Expenses (but excluding amounts paid in settlement by or on behalf of the Indemnitee) actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No ; provided, however, if applicable law so provides, no indemnification of against such Expenses shall be made under this Section 2(b) in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged by adjudged, in a court judgment not subject to appeal, to be liable to the CompanyCompany by a court of competent jurisdiction, unless and only to the extent that the court in which the Proceeding such proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee such person is fairly and reasonably entitled to indemnificationindemnity for such amounts which the court shall deem proper.

Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 2(b1(b) if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 2(b1(b), the Company Indemnitee shall indemnify Indemnitee be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with the such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No indemnification of for Expenses shall be made under this Section 2(b1(b) in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or any court in which the Proceeding was brought 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 indemnification.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify Indemnitee be entitled to the rights of indemnification provided in accordance with the provisions of this Section 2(b1(b) if, by reason of Indemniteesuch person’s Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant (as a witness, deponent or otherwise) in any Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Section 2(b1(b), the Company Indemnitee shall indemnify Indemnitee to the fullest extent permitted by applicable law be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No ; provided, however, if applicable law so provides, no indemnification of against such Expenses shall be made under this Section 2(b) in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, Company unless and only to the extent that the court in which Court of Chancery of the Proceeding was brought State of Delaware shall determine upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationthat such indemnification shall be made.

Proceedings by or in the Right of the Company. The To the fullest extent permitted by applicable law, the Company shall indemnify Indemnitee, if Indemnitee in accordance with the provisions of this Section 2(b) ifwas, by reason of Indemnitee’s Corporate Status, Indemnitee is, is or is threatened to be made, made a party to or a participant (as a witness or otherwise) in any Proceeding brought by or in the right of the Company to procure a judgment in its the Company’s favor. Pursuant to this Section 2(b), the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, Indemnitee in connection with the such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No Company and its shareholders, except that no indemnification of Expenses shall be made under this Section 2(b) in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged adjudicated by a court order or judgment to be liable to the Company, Company unless and only to the extent that the court in which the such Proceeding is or was brought 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 indemnificationindemnity for such expenses which such court shall deem proper, and except that no indemnification shall be made in respect of (i) amounts paid in settling or otherwise disposing of a pending action without court approval, or (ii) Expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval.

Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 2(b) if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 2(b), the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with the Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No indemnification of Expenses shall be made under this Section 2(b) in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or any court in which the Proceeding was brought 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 indemnification.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify Indemnitee be entitled to the rights of indemnification provided in accordance with the provisions of this Section 2(b1(b) if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Section 2(b1(b), the Company Indemnitee shall indemnify Indemnitee to the fullest extent permitted by applicable law be indemnified against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with the such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No ; provided, however, if applicable law so provides, no indemnification of for such Expenses shall be made under this Section 2(b1(b) in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, Company unless and only to the extent that the Court of Chancery of the State of Delaware (the “Delaware Court”) or any court in which the Proceeding was brought 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 indemnificationsuch indemnification for such Expenses as the Delaware Court or other court shall deem proper.

Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions If indemnification --------------------------------------------- is requested under Section 3(b) and (i) it has been finally adjudicated by a court of this Section 2(b) if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 2(b), the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalfcompetent jurisdiction that, in connection with the Proceeding or any such specific claim, issue or matter thereinmatter, if Indemnitee acted failed to act (A) in good faith and (B) in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No indemnification , Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company with respect to such specific claim, no Indemnifiable Expenses shall be made under this Section 2(b) in paid with respect of any to such claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to unless the Company, unless and only to the extent that the Court of Chancery or another court in which the such Proceeding was brought shall determine upon application that, despite the adjudication of liability liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such Indemnifiable Expenses which such court shall deem proper.

Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions If indemnification is requested under Section 3(b) and (i) it has been finally adjudicated by a court of this Section 2(b) if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 2(b), the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalfcompetent jurisdiction that, in connection with the Proceeding or any such specific claim, issue or matter thereinmatter, if Indemnitee acted failed to act (A) in good faith and (B) in a manner Indemnitee reasonably believed to be in in, or not opposed to to, the best interests of the Company. No indemnification , Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder; or (ii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company with respect to such specific claim, Indemnitee shall not be made under this Section 2(b) in entitled to payment of Indemnifiable Expenses hereunder with respect of any to such claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to unless the Company, unless and only to the extent that the Court of Chancery or another court in which the such Proceeding was brought shall determine upon application that, despite the adjudication of liability liability, but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such Indemnifiable Expenses which such court shall deem proper.

Proceedings by or in the Right of the Company. The Company shall indemnify the Indemnitee in accordance with the provisions of this Section 2(b) if, by reason of Indemnitee’s Corporate Status, if the Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 2(b), the Company Indemnitee shall indemnify Indemnitee be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee, the Indemnitee or on the Indemnitee’s behalf, behalf in connection with the such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner Indemnitee he or she reasonably believed to be in or not opposed to the best interests of the Company. No indemnification of for Expenses shall be made under this Section 2(b) in respect of any claim, issue or matter as to which the Indemnitee shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless and only to the extent that the Delaware Court of Chancery or any court in which the 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 indemnificationindemnification for such expenses as the Delaware Court of Chancery or such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify Indemnitee be entitled to the rights of indemnification provided in accordance with the provisions of this Section 2(b1(b) if, by reason of Indemnitee’s 's Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 2(b1(b), the Company Indemnitee shall indemnify Indemnitee to the fullest extent permitted by applicable law be indemnified against all Liabilities and Expenses actually and reasonably incurred by Indemnitee, or on behalf of Indemnitee’s behalf, in connection with the such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No ; provided, however, if applicable law so provides, no indemnification of against such Liabilities or Expenses shall be made under this Section 2(b) in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, Company unless and only to the extent that the Court of Chancery of the State of Delaware (the “Delaware Court”), or any other court in which the Proceeding was brought 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 indemnificationindemnification for such expenses as the Delaware Court or such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify Indemnitee be entitled to the rights of indemnification provided in accordance with the provisions of this Section 2(b) 4 if, by reason of Indemnitee’s his Corporate Status, Indemnitee he was, is, or is threatened to be made, a party to any threatened, pending or participant in any completed Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Section 2(b)4, the Company shall indemnify the Indemnitee to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemniteehim in connection with the defense or settlement of such Proceeding, or on Indemnitee’s behalfexcept if and to the extent it has been finally adjudicated by a court of competent jurisdiction that, in connection with the Proceeding or any such specific claim, issue or matter thereinmatter, if the Indemnitee acted failed to act in good faith and in a manner Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company. No Notwithstanding the foregoing, no indemnification of against such Expenses shall be made under this Section 2(b) in respect of any such specific claim, issue or matter as to which the Indemnitee shall have been finally adjudged by a court of competent jurisdiction to be liable to the Company, Company unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which the 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 indemnificationindemnity for such Expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify Indemnitee be entitled to the rights of indemnification provided in accordance with the provisions of this Section 2(b) 2 if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Section 2(b), the Company Indemnitee shall indemnify Indemnitee be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with the such Proceeding or any claim, issue issue, or matter therein, therein if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No ; provided, however, if applicable law so provides, no indemnification of against such Expenses shall be made under this Section 2(b) in respect of any claim, issue issue, or matter in such Proceeding as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, Company unless and only to the extent that the Court of Chancery of the State of Delaware or any court in which the such Proceeding was brought shall determine upon application thatthat such indemnification may be made, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnificationliability.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify Indemnitee be entitled to the rights of indemnification provided in accordance with the provisions of this Section 2(b1(b) if, by reason of Indemnitee’s his or her Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Section 2(b1(b), the Company Indemnitee shall indemnify Indemnitee be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with the such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No ; provided, however, if applicable law so provides, no indemnification of against such Expenses shall be made under this Section 2(b) in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, Company unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which the such Proceeding was brought 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 indemnification; provided further, that in no event shall Indemnitee be indemnified against Expenses not allowable under applicable law.

Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 2(b) if, by reason of Indemnitee’s Corporate Status, if Indemnitee is, was or is a party or is threatened to be made, made a party to any threatened, pending or participant in any Proceeding brought completed action or proceeding by or in the right of the Company or any subsidiary of the Company to procure a judgment in its favor. Pursuant to this Section 2(bfavor by reason of the fact that Indemnitee is or was agent of the Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while acting as an agent of the Company against expenses (including without limitation attorneys’ fees, disbursements and retainers, accounting and witness fees, travel and deposition costs and expenses of investigations, judicial or administrative proceedings or appeals), the Company shall indemnify Indemnitee and, to the fullest extent permitted by applicable law against all Expenses law, amounts paid in settlement, in each case to the extent actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, Indemnitee in connection with the Proceeding defense or any claim, issue settlement of such action or matter therein, proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No Company and its shareholders, except that no indemnification of Expenses shall be made under this Section 2(b) in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, Company in the performance of Indemnitee’s duty to the Company and its shareholders unless and only to the extent that the court in which the Proceeding such action or proceeding is or was brought 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 indemnificationindemnity for expenses and then only to the extent that the court shall determine.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify Indemnitee be entitled to the rights of indemnification provided in accordance with the provisions of this Section 2(b) 4 if, by reason of the Indemnitee’s 's Corporate Status, the Indemnitee was, is, or is threatened to be made, a party to any threatened, pending or participant in any completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 2(b)4, the Company shall indemnify the Indemnitee to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, him in connection with the defense or settlement of such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No Notwithstanding the foregoing, no indemnification of against such Expenses shall be made under this Section 2(b) in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been finally adjudged by a court to be liable to the Company, Company or if applicable law prohibits such indemnification unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which the 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 indemnificationindemnity for such Expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

Proceedings by or in the Right of the Company. The To the fullest extent permitted by law, the Company shall indemnify indemnify, defend and hold harmless Indemnitee against Expenses and amounts paid in settlement, actually and reasonably incurred by Indemnitee in accordance connection with the provisions of this Section 2(b) if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 2(b), the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with the Proceeding or any claim, issue or matter therein, favor if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompany and its stockholders. No Notwithstanding the foregoing, no indemnification of Expenses shall be made under this Section 2(b) in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, Company in the performance of Indemnitee’s duty to the Company and its stockholders unless and only to the extent that the court in which the such action or Proceeding is or was brought 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 indemnificationindemnity for Expenses and then only to the extent that the court shall determine.

Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 2(b) if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding brought by or in the right of the Company to procure a judgment in its favorCompany. Pursuant to this Section 2(b), the Company Indemnitee shall indemnify Indemnitee to the fullest extent permitted by applicable law be indemnified against all Indemnifiable Expenses actually and reasonably incurred by Indemnitee, Indemnitee or on Indemnitee’s behalf, behalf in connection with the such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No indemnification of against such Indemnifiable Expenses shall be made under this Section 2(b) in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought 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 indemnification.

Proceedings by or in the Right of the Company. The To the fullest extent permitted by applicable law, the Company shall indemnify Indemnitee in accordance with the provisions of this Section 2(b) if, by reason of Indemnitee’s Corporate Status, and hold Indemnitee is, harmless if Indemnitee is or was a party or is threatened to be made, made a party to or participant is otherwise involved in any Proceeding brought threatened, pending or completed action or suit by or in the right of the Company or any subsidiary of the Company to procure a judgment in its favor. Pursuant to this Section 2(b)favor by reason of the fact that Indemnitee is or was a director, officer, manager, trustee, fiduciary, employee or agent of the Company, or any affiliate of the Company, by reason of any action or inaction on the part of Indemnitee while an officer or director, or by reason of the fact that Indemnitee is or was serving at the request of the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law as a director, officer, manager, trustee, fiduciary, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, from and against all Expenses costs and expenses (including attorneys’ fees) actually and reasonably incurred or suffered by Indemnitee, Indemnitee or on Indemnitee’s behalf, his or her behalf in connection with the Proceeding defense or any claimsettlement of such action or suit; provided, issue or matter thereinhowever, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No that no indemnification of Expenses shall be made under this Section 2(b) in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, Company unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which the Proceeding such action or suit was brought shall determine make a final determination 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 indemnificationindemnity for such expenses which the court shall deem proper.

Proceedings by or in the Right of the Company. The Company shall indemnify If Indemnitee in accordance with the provisions of this Section 2(b) ifwas, by reason of Indemnitee’s Corporate Statusis or becomes a party to, Indemnitee isor witness or other participant in, or is threatened to be made, made a party to to, or witness or other participant in in, any Proceeding brought by or in the right of the Company to procure a judgment Company, by reason of, or in its favor. Pursuant to this Section 2(b)connection with, his Corporate Status, or by reason of alleged action or inaction by him in such capacity, then the Company shall shall, subject to the limitations set forth in Section 4.6 below, hold harmless and indemnify Indemnitee to the fullest extent permitted by applicable law against any and all Liabilities and Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, for him in connection with the Proceeding Proceeding, unless it is established pursuant to this Agreement that the act(s) or any claim, issue or matter therein, if omission(s) of Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed giving rise to the best interests of the Company. No Proceeding were not Good Faith Act(s) or Omission(s); except that no indemnification of Expenses under this Section 4.3 shall be made under this Section 2(b) in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that a court of appropriate jurisdiction (including, but not limited to, the court in which the such Proceeding was brought brought) shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, regardless of whether Indemnitee's act(s) or omission(s) were found to be a Good Faith Act(s) or Omission(s), Indemnitee is fairly and reasonably entitled to indemnificationindemnification for such Expenses which such court shall deem proper.

Proceedings by or in the Right of the Company. The Company Indemnitee shall indemnify Indemnitee be entitled to the rights of indemnification provided in accordance with the provisions of this Section 2(b) 4 if, by reason of the Indemnitee’s Corporate Status, the Indemnitee was, is, or is threatened to be made, a party to any threatened, pending or participant in any completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 2(b)4, the Company shall indemnify the Indemnitee to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, the Indemnitee in connection with the defense or settlement of such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No Notwithstanding the foregoing, no indemnification of against such Expenses shall be made under this Section 2(b) in respect of any claim, issue or matter in such Proceeding as to which the Indemnitee shall have been finally adjudged by a court to be liable to the Company, Company or if applicable law prohibits such indemnification unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which the 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 indemnificationindemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.