Common use of Proceedings by or in Clause in Contracts

Proceedings by or in. the Right of the Corporation. Indemnitee shall be entitled to the rights of indemnification provided in this Section 4.03 if, by reason of Indemnitee's Corporate Status, Indemnitee was or is, or is threatened to be made, a party to any Proceeding brought by or in the right of the Corporation to procure a judgment in its favor. Indemnitee shall be indemnified against Expenses, judgments, fines and amounts paid in settlement, actually and reasonably incurred by Indemni- tee or on Indemnitee's behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in Good Faith. Notwithstanding the foregoing, no such indemnification shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Corporation, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such Proceeding shall have been brought determines that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settled amount, Expenses, judgments, and fines as such court deems proper.

Proceedings by or in. the Right of the CorporationCompany. Indemnitee shall be --------------------------------------------- entitled to the rights of indemnification provided in this Section 4.03 if, by reason of Indemnitee's Corporate Status, Indemnitee was or is, or is threatened to be made, a party to or is otherwise involved in any Proceeding brought by or in the right of the Corporation Company to procure a judgment in its favor. Indemnitee shall be indemnified against Expenses, judgments, fines penalties, and amounts paid in defense or settlement, actually and reasonably incurred by Indemni- tee Indemnitee or on Indemnitee's behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in Good Faith. Notwithstanding the foregoing, no such indemnification shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the CorporationCompany if applicable law prohibits such indemnification; provided, unless however, that, if applicable law so permits, indemnification shall nevertheless be made by the Company in such event if and only to the extent that the Court of Chancery of which is considering the State of Delaware or the court in which such Proceeding matter shall have been brought determines that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settled amount, Expenses, judgments, and fines as such court deems deem proper.