Common use of Scope of Indemnification Rights Clause in Contracts

Scope of Indemnification Rights. Except as limited by Section 3 above, the Indemnitee shall be entitled to the indemnification rights provided in this Section if the Indemnitee is or was made or threatened to be made a party to, or is or was otherwise involved in, any Proceeding by reason of the Indemnitee’s Corporate Status or by reason of anything done or not done by the Indemnitee in such capacity. Pursuant to this Section, the Indemnitee shall be indemnified against all expense, liability, and loss (including judgments, fines, ERISA excise taxes, penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred by the Indemnitee in connection with such Proceeding; provided, however, that no indemnification shall be provided to the Indemnitee if prohibited under the standard of conduct set forth in Section 145 of the Delaware General Corporation Law (the “DGCL”) because a judgment or other final adjudication adverse to the Indemnitee and from which there is no further right to appeal establishes that (i) the Indemnitee did not act in good faith, (ii) the Indemnitee did not act in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or (iii) with respect to any criminal action or proceeding, the Indemnitee had reasonable cause to believe the Indemnitee’s conduct was unlawful (the “Standard of Conduct”), or any successor provision thereof.

Scope of Indemnification Rights. Except as limited by Section 3 aboveotherwise set forth in this Agreement, the Indemnitee shall be entitled to the indemnification rights provided in this Section Agreement if the Indemnitee is or was made or threatened to be made a party to, or is or was otherwise involved in, any Proceeding by reason of the Indemnitee’s Corporate Status or by reason of anything done or not done by the Indemnitee in such capacity. Pursuant to this Section, the The Indemnitee shall be indemnified against all expense, liability, and loss (including judgments, fines, ERISA excise taxes, penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred by the Indemnitee in connection with such Proceeding; provided, however, that no indemnification shall be provided pursuant to the Indemnitee if prohibited under the standard of conduct set forth in Section 145 of the Delaware General Corporation Law (the “DGCL”) because a judgment or other final adjudication adverse ), indemnification shall be provided to the Indemnitee and from which there is no further right to appeal establishes that only if (i) the Indemnitee did not act acted in good faith, (ii) the Indemnitee did not act acted in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or and (iii) with respect to any criminal action or proceeding, the Indemnitee had no reasonable cause to believe the Indemnitee’s conduct was unlawful (as such standard of conduct may be amended from time to time in Section 145 of the DGCL, the “Standard of Conduct”), or any successor provision thereof.