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

Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) if, by reason of his or her Corporate Status (as defined in Section 13 of this Agreement), Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as defined in Section 13 of this Agreement) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as defined in Section 13 of this Agreement), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her, or on his or her behalf, in connection with 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, and with respect to any criminal Proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful.

Proceedings Other Than Proceedings by or in the Right of the Company. Except as provided in Section 4, the Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a2(b) if, by reason of his the Indemnitee’s Corporate Status, the Indemnitee is or her Corporate Status (as defined in Section 13 of this Agreement), Indemnitee iswas, or is or was threatened to be made, a party to to, or participant in any Proceeding (as defined in Section 13 of this Agreement) is or was otherwise involved in, a Proceeding, other than a Proceeding by or in the right of the CompanyCompany to procure a judgment in its favor. Pursuant to this Section 1(a), The Indemnitee shall be indemnified pursuant to and in accordance with this Section 2(b) against all Expenses (as defined in Section 13 of this Agreement), judgments, penalties, fines and amounts paid in settlement Losses actually and reasonably incurred by him or her, the Indemnitee or on his or her behalf, the Indemnitee’s behalf in connection with such a Proceeding or any claim, issue or matter therein, but only if the Indemnitee acted in good faith and in a manner that the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and and, with respect to any criminal Proceedingaction or proceeding, had no reasonable cause to believe that the Indemnitee’s conduct was unlawful.

Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(al(a) if, by reason of his or her Corporate Status (as defined in Section 13 of this Agreement)Company Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as defined in Section 13 of this Agreement) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as defined in Section 13 of this Agreement)Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or herhim, or on his or her behalf, in connection with such Proceeding or any claim, issue or matter therein, if unless it has been finally adjudicated by a court of competent jurisdiction that, in connection with such specific claim, issue or matter, Indemnitee acted failed to act (i) in good faith and (ii) in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and or, with respect to any criminal Proceeding, Indemnitee had no reasonable cause to believe that Indemnitee’s conduct was unlawful.

Proceedings Other Than Proceedings by or in the Right of the Company. Except as provided in Section 4 hereof, the Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a2(b) if, by reason of his or her the Indemnitee’s Corporate Status (as defined in Section 13 of this Agreementhereinafter defined), the Indemnitee isis or was, or is or was threatened to be made, a party to or participant is or was otherwise involved in any a Proceeding (as defined in Section 13 of this Agreement) hereinafter defined), other than a Proceeding by or in the right of the CompanyCompany to procure a judgment in its favor. Pursuant to this Section 1(a), The Indemnitee shall be indemnified pursuant to and in accordance with this Section 2(b) against all Expenses Losses (as defined in Section 13 of this Agreement), judgments, penalties, fines and amounts paid in settlement hereinafter defined) actually and reasonably incurred by him or her, the Indemnitee or on his or her behalf, the Indemnitee’s behalf in connection with such a Proceeding or any claim, issue or matter therein, but only if the Indemnitee acted in good faith and in a manner that the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and and, with respect to any criminal Proceedingaction or proceeding, had no reasonable cause to believe that Indemnitee’s his or her conduct was unlawful.

Proceedings Other Than Proceedings by or in the Right of the Company. Except as provided in Section 4 hereof, the Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a2(b) if, by reason of his the Indemnitee’s Corporate Status, the Indemnitee is or her Corporate Status (as defined in Section 13 of this Agreement), Indemnitee iswas, or is or was threatened to be made, a party to or participant is or was otherwise involved in any Proceeding (as defined in Section 13 of this Agreement) a Proceeding, other than a Proceeding by or in the right of the CompanyCompany to procure a judgment in its favor. Pursuant to this Section 1(a), The Indemnitee shall be indemnified pursuant to and in accordance with this Section 2(b) against all Expenses (as defined in Section 13 of this Agreement), judgments, penalties, fines and amounts paid in settlement Losses actually and reasonably incurred by him or her, the Indemnitee or on his or her behalf, the Indemnitee’s behalf in connection with such a Proceeding or any claim, issue issue, or matter therein, but only if the Indemnitee acted in good faith and in a manner that the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and and, with respect to any criminal Proceedingaction or proceeding, had no reasonable cause to believe that Indemnitee’s his or her conduct was unlawful.

Proceedings Other Than Proceedings by or in the Right of the Company. Except as provided in Section 4 hereof, the Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a2(b) if, by reason of his or her the Indemnitee's Corporate Status (as defined in Section 13 of this Agreementhereinafter defined), the Indemnitee isis or was, or is or was threatened to be made, a party to or participant is or was otherwise involved in any a Proceeding (as defined in Section 13 of this Agreement) hereinafter defined), other than a Proceeding by or in the right of the CompanyCompany to procure a judgment in its favor. Pursuant to this Section 1(a), The Indemnitee shall be indemnified pursuant to and in accordance with this Section 2(b) against all Expenses (as defined in Section 13 of this Agreement), judgments, penalties, fines and amounts paid in settlement Losses actually and reasonably incurred by him or her, the Indemnitee or on his or her behalf, the Indemnitee's behalf in connection with such a Proceeding or any claim, issue issue, or matter therein, but only if the Indemnitee acted in good faith and in a manner that the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and and, with respect to any criminal Proceedingaction or proceeding, had no reasonable cause to believe that Indemnitee’s his or her conduct was unlawful.

Proceedings Other Than Proceedings by or in the Right of the Company. Except as provided in Section 4 hereof, the Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a2(b) if, by reason of his or her the Indemnitee’s Corporate Status (as defined in Section 13 of this Agreement), the Indemnitee isis or was, or is or was threatened to be made, a party to or participant is or was otherwise involved in any Proceeding (as defined in Section 13 of this Agreement) a Proceeding, other than a Proceeding by or in the right of the CompanyCompany to procure a judgment in its favor. Pursuant to this Section 1(a), The Indemnitee shall be indemnified pursuant to and in accordance with this Section 2(b) against all Expenses (as defined in Section 13 of this Agreement), judgments, penalties, fines and amounts paid in settlement Losses actually and reasonably incurred by him or her, the Indemnitee or on his or her behalf, the Indemnitee’s behalf in connection with such a Proceeding or any claim, issue issue, or matter therein, but only if the Indemnitee acted in good faith and in a manner that the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and and, with respect to any criminal Proceedingaction or proceeding, had no reasonable cause to believe that Indemnitee’s his or her conduct was unlawful.

Proceedings Other Than Proceedings by or in the Right of the Company. Except as provided in Section 4 hereof, the Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a2(b) if, by reason of his the Indemnitee’s Corporate Status, the Indemnitee is or her Corporate Status (as defined in Section 13 of this Agreement), Indemnitee iswas, or is or was threatened to be made, a party to or participant is or was otherwise involved in any Proceeding (as defined in Section 13 of this Agreement) a Proceeding, other than a Proceeding by or in the right of the CompanyCompany to procure a judgment in its favor. Pursuant to this Section 1(a), The Indemnitee shall be indemnified pursuant to and in accordance with this Section 2(b) against all Expenses (as defined in Section 13 of this Agreement), judgments, penalties, fines and amounts paid in settlement Losses actually and reasonably incurred by him or her, the Indemnitee or on his or her behalf, the Indemnitee’s behalf in connection with such a Proceeding or any claim, issue issue, or matter therein, but only if the Indemnitee acted in good faith and in a manner that the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and and, with respect to any criminal Proceedingaction or proceeding, had no reasonable cause to believe that Indemnitee’s his or her conduct was unlawful.

Proceedings Other Than Proceedings by or in the Right of the Company. Except as provided in Section 7 hereof, Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a2(b) if, by reason of his or her Corporate Status (as defined in Section 13 of this Agreementhereinafter defined), the Indemnitee isis or was, or is or was threatened to be made, a party to or participant is or was otherwise involved in any a Proceeding (as defined in Section 13 of this Agreementhereinafter defined) other than a Proceeding by or in the right of the CompanyCompany to procure a judgment in its favor. Pursuant to this Section 1(a2(b), Indemnitee shall be indemnified against all Expenses Losses (as defined in Section 13 of this Agreement), judgments, penalties, fines and amounts paid in settlement hereinafter defined) actually and reasonably incurred by him or her, the Indemnitee or on his or her the Indemnitee’s behalf, in connection with such Proceeding or any claim, issue or matter therein, but only 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, and with respect to any criminal Proceeding, had no reasonable cause to believe that the Indemnitee’s conduct was unlawful.

Proceedings Other Than Proceedings by or in the Right of the Company. Except as provided in Section 4 hereof, the Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a2(b) if, by reason of his or her the Indemnitee’s Corporate Status (as defined in Section 13 of this Agreementhereinafter defined), the Indemnitee isis or was, or is or was threatened to be made, a party to or participant is or was otherwise involved in any a Proceeding (as defined in Section 13 of this Agreement) hereinafter defined), other than a Proceeding by or in the right of the CompanyCompany to procure a judgment in its favor. Pursuant to this Section 1(a), The Indemnitee shall be indemnified pursuant to and in accordance with this Section 2(b) against all Expenses (as defined in Section 13 of this Agreement), judgments, penalties, fines and amounts paid in settlement Losses actually and reasonably incurred by him or her, the Indemnitee or on his or her behalf, the Indemnitee’s behalf in connection with such a Proceeding or any claim, issue issue, or matter therein, but only if the Indemnitee acted in good faith and in a manner that the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and and, with respect to any criminal Proceedingaction or proceeding, had no reasonable cause to believe that Indemnitee’s her, his or their conduct was unlawful.