Common use of Third Party Proceedings Clause in Contracts

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason in whole or in part (i) the fact that Indemnitee is or was a director, officer, employee or agent of the Company, or any subsidiary of the Company, (ii) any action or inaction on the part of Indemnitee while a director, officer, employee or agent, or (iii) the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expenses (including, without limitation, attorneys' fees, disbursements and retainers, accounting and witness fees, travel and deposition costs, and expenses of investigations), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company which approval shall not be unreasonably withheld) and other amounts actually incurred by Indemnitee in connection with such action, suit or proceeding to the fullest extent permissible under California Law as currently in effect and as may be expanded in the future. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create a presumption that indemnification is unavailable under this Agreement.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason in whole or in part part of: (i) the fact that Indemnitee is or was a director, officer, employee or agent of the Company, or any subsidiary of the Company, (ii) any action or inaction on the part of Indemnitee while a director, officer, employee or agentagent of the Company, or any subsidiary of the Company, or (iii) the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expenses (including, without limitation, attorneys' fees, disbursements and retainers, accounting and witness fees, travel and deposition costs, and expenses of investigations), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company which approval shall not be unreasonably withheld) and other amounts actually incurred by Indemnitee in connection with such action, suit or proceeding to the fullest extent permissible under California Delaware Law as currently in effect and as may be expanded in the future. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create a presumption that indemnification is unavailable under this Agreement.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, or investigative investigative, (other than an action by or in the right of the Company) by reason in whole or in part (i) of the fact that Indemnitee or a person of whom Indemnitee is the legal representative is or was a director, officer, employee employee, or agent of the Company, or any subsidiary of the Company, (ii) by reason of any action or inaction on the part of the Indemnitee while a an officer, director, officer, employee or agentkey employee, or (iii) by reason of the fact that Indemnitee is or was serving at the request of the Company as a an officer, director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to the fullest extent permitted by law, against all expenses expenses, liability and loss (including, without limitation, attorneys' including attorney fees, disbursements and retainers, accounting and witness fees, travel and deposition costs, and expenses of investigations), judgments, fines and amounts paid or to be paid in settlement (if such settlement is approved in advance by the Company which approval shall not be unreasonably withheldsettlement) and other amounts actually reasonably incurred or suffered by Indemnitee in connection with such the action, suit or proceeding proceeding. The indemnification above provided shall include, but not be limited to, reimbursement of all fees, including amounts paid in settlement and attorneys' fees actually and reasonably incurred, in connection with the defense or settlement of any action or suit if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the fullest extent permissible under California Law as currently in effect and as may be expanded in best interests of the futurecompany, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, conviction or upon a plea of NOLO CONTENDERE nolo contendere or its equivalent, shall not, of itself, create a presumption that indemnification is unavailable under this AgreementIndemnitee reasonably believed to be in or not opposed to the best interests of the Company, and that with respect to any criminal action or proceeding, he or she had no reasonable cause to believe that Indemnitee's conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative investigative, whether formal or informal (a "PROCEEDING") (other than an action by or in the right of the Company) by reason in whole or in part part of: (i) the fact that Indemnitee is or was a director, officer, employee or agent of the Company, or any subsidiary of the Company, (ii) any action or inaction on the part of Indemnitee while a director, officer, employee or agentagent of the Company, or any subsidiary of the Company, or (iii) the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust trust, employee benefit plan or other enterpriseenterprise (subsections (i), (ii) and (iii) together, the Indemnitee's "CORPORATE STATUS"), against all expenses (including, without limitation, attorneys' fees, disbursements and retainers, accounting and witness fees, court costs, expenses of investigation, transcript costs, fees of experts, travel and deposition costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of investigationsthe types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating or being or preparing to be a witness in a Proceeding (collectively, "EXPENSES")), judgments, penalties, fines and amounts paid in settlement (if such settlement is approved in advance by the Company which approval shall not be unreasonably withheld) and other amounts actually and reasonably incurred by Indemnitee Indemnitee, in connection with such actionProceeding, suit or proceeding to the fullest extent permissible under California Delaware Law as currently in effect and as may be expanded in the futurefuture 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 the conduct was unlawful. The termination of any action, suit or proceeding Proceeding by judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create a presumption that indemnification is unavailable under this Agreement.

Third Party Proceedings. The Company shall indemnify In the event that Indemnitee if Indemnitee was or is or was made a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, or is or was otherwise involved, in any threatened, pending or completed action, suit suit, proceeding, arbitration or proceedingalternate dispute resolution mechanism, or any inquiry or investigation, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) hereinafter a "PROCEEDING"), by reason in whole or in part (i) of the fact that the Indemnitee is or was a director, officer, manager, employee or agent of the Company, Company or any subsidiary of the Company, (ii) any action or inaction on the part of Indemnitee while a director, officer, employee or agent, or (iii) the fact that Indemnitee is or was serving at the request of the Company as a director, officer, manager, employee or agent of another corporation, corporation or of a partnership, joint venture, limited liability company, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such actual or threatened Proceeding is alleged action in an official capacity as a director, officer, manager, employee or agent or in any other capacity while serving as a director, officer, manager, employee or agent, the Indemnitee shall be indemnified and held harmless by the Company to the fullest extent a Delaware corporation has the power or obligation to indemnify a person in accordance with subsections (a) through (d) of Section 145 of the GCL, the Company's certificate of incorporation or by-law as the same exist or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law or constating documents permitted the Company to provide prior to such amendment), against all expenses expense, liability and loss (including, without limitation, attorneys' fees, disbursements and retainers, accounting and witness fees, travel and deposition costs, and expenses of investigations), judgments, fines fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement settlement) (if such settlement is approved in advance by the Company Company, which approval shall not be unreasonably withheld) and other amounts actually reasonably incurred or suffered by Indemnitee in connection with therewith, and such actionindemnification shall continue as to Indemnitee if Indemnitee ceases to be a director, suit officer, manager, employee or proceeding agent and shall inure to the fullest extent permissible under California Law benefit of Indemnitee's heirs, executors and administrators; provided, however, that, except as currently provided in effect and as may be expanded Section 1(b) with respect to Proceedings seeking to enforce rights to indemnification, the Company shall indemnify Indemnitee in connection with a Proceeding (or part thereof) initiated by Indemnitee only if such Proceeding (or part thereof) was authorized by the future. The termination Board of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea Directors of NOLO CONTENDERE or its equivalent, shall not, of itself, create a presumption that indemnification is unavailable under this Agreementthe Company.

Third Party Proceedings. The Company shall indemnify ----------------------- Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit action or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason in whole or in partof: (i) the fact that Indemnitee is or was a director, officer, employee or agent of the Company, or any subsidiary of the Company, , (ii) any action or inaction on the part of Indemnitee while a director, officer, employee an officer or agent, or director of the Company or, (iii) the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expenses (including, without limitation, attorneys' including legal fees, disbursements and retainers, accounting and witness fees, travel and deposition costs, and expenses of investigations), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company Company, which approval shall not be unreasonably withheld) actually and other amounts actually reasonably incurred by Indemnitee in connection with such action, suit action or proceeding if Indemnitee acted honestly and in good faith and with a view to the fullest extent permissible under California Law as currently in effect and as may be expanded in best interests of the futureCompany, and, with respect to any criminal or administrative action or proceeding that is enforced by monetary penalty, if Indemnitee had reasonable grounds for believing Indemnitee's conduct was lawful. The termination of any action, suit action or proceeding by judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE nolo contendere or its equivalent, shall not, of --------------- itself, create a presumption that indemnification (A) Indemnitee did not act honestly, in good faith and with a view to the best interests of the Company, or (B) with respect to any criminal or administrative action or proceeding that is unavailable under this Agreementenforced by monetary penalty, Indemnitee did not have reasonable grounds for believing that Indemnitee's conduct was lawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason in whole or in part part of: (i) the fact that Indemnitee is or was a director, officer, employee or agent of the Company, or any subsidiary of the Company, (ii) any action or inaction on the part of Indemnitee while a director, officer, employee or agentagent of the Company, or any subsidiary of the Company, or (iii) the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expenses (including, without limitation, attorneys' ’ fees, disbursements and retainers, accounting and witness fees, travel and deposition costs, and expenses of investigations), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company which approval shall not be unreasonably withheld) and other amounts actually incurred by Indemnitee in connection with such action, suit or proceeding to the fullest extent permissible under California Delaware Law as currently in effect and as may be expanded in the future. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE nolo contendere or its equivalent, shall not, of itself, create a presumption that indemnification is unavailable under this Agreement.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason in whole or in part part of: (i) the fact that Indemnitee is or was a director, officer, employee or agent of the Company, or any subsidiary of the Company, whether serving in such capacity at any time before or after the date of this Agreement, (ii) any action or inaction on the part of Indemnitee while a director, officer, employee or agentagent of the Company, or any subsidiary of the Company, whether serving in such capacity at any time before or after the date of this Agreement, or (iii) the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether serving in such capacity at any time before or after the date of this Agreement, against all expenses (including, without limitation, attorneys' ’ fees, disbursements and retainers, accounting and witness fees, travel and deposition costs, and expenses of investigations), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company which approval shall not be unreasonably withheld) and other amounts actually incurred by Indemnitee in connection with such action, suit or proceeding to the fullest extent permissible under California Delaware Law as currently in effect and as may be expanded in the future. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE nolo contendere or its equivalent, shall not, of itself, create a presumption that indemnification is unavailable under this Agreement.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative administrative, or investigative investigative, (other than an action by or in the right of the Company) by reason in whole or in part (i) of the fact that Indemnitee or a person of whom Indemnitee is the legal representative is or was a director, officer, employee employee, or agent of the Company, or any subsidiary of the Company, (ii) by reason of any action or inaction on the part of the Indemnitee while a an officer, director, officer, employee or agentkey employee, or (iii) by reason of the fact that Indemnitee is or was serving at the request of the Company as a an officer, director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to the fullest extent permitted by law, against all expenses expenses, liability and loss (including, without limitation, attorneys' including attorney fees, disbursements and retainers, accounting and witness fees, travel and deposition costs, and expenses of investigations), judgments, fines and amounts paid or to be paid in settlement (if such settlement is approved in advance by the Company which approval shall not be unreasonably withheldsettlement) and other amounts actually reasonably incurred or suffered by Indemnitee in connection with such the action, suit or proceeding proceeding. The indemnification above provided shall include, but not be limited to, reimbursement of all fees, including amounts paid in settlement and attorneys' fees actually and reasonably incurred, in connection with the defense or settlement of any action or suit if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the fullest extent permissible under California Law as currently in effect and as may be expanded in best interests of the futurecompany, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, conviction or upon a plea of NOLO CONTENDERE nolo contendre or its equivalent, shall not, of itself, create a presumption that indemnification is unavailable under this AgreementIndemnitee reasonably believed to be in or not opposed to the best interests of the Company, and that with respect to any criminal action or proceeding, he or she had no reasonable cause to believe that Indemnitee's conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, any threatened, pending or completed action, suit suit, proceeding or proceedingany alternative dispute resolution mechanism, or any hearing, inquiry or investigation, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason in whole or in part (i) of the fact that Indemnitee is or was a director, director nominee, officer, employee employee, agent or agent fiduciary of the Company, or any subsidiary of the Company, (ii) by reason of any action or inaction on the part of Indemnitee while a director, an officer, employee director or agent, director nominee or (iii) by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee employee, agent or agent fiduciary of another corporation, partnership, joint venture, trust or other enterprise, against any and all expenses (including, without limitation, including attorneys' fees, disbursements fees and retainers, accounting and witness fees, travel and deposition all other costs, expenses and expenses of investigationsobligations incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in, any such action, suit, proceeding, alternative dispute resolution mechanism, hearing, inquiry or investigation), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company Company, which approval shall not be unreasonably withheld) actually and other amounts actually reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the fullest extent permissible under California Law as currently in effect and as may be expanded in best interests of the futureCompany, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE nolo contendere or its equivalent, shall not, of itself, create a presumption that indemnification is unavailable under this Agreement(i) Indemnitee did not act in good faith, (ii) Indemnitee did not act in a manner which 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, Indemnitee had no reasonable cause to believe that Indemnitee's conduct was unlawful.

Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative investigative, whether formal or informal (a "PROCEEDING") (other than an action by or in the right of the Company) by reason in whole or in part part of: (i) the fact that Indemnitee is or was a director, officer, employee or agent of the Company, or any subsidiary of the Company, (ii) any action or inaction on the part of Indemnitee while a director, officer, employee or agentagent of the Company, or any subsidiary of the Company, or (iii) the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust trust, employee benefit plan or other enterpriseenterprise (subsections (i), (ii) and (iii) together, the Indemnitee's "CORPORATE STATUS"), against all expenses (including, without limitation, attorneys' fees, disbursements and retainers, accounting and witness fees, court costs, expenses of investigation, transcript costs, fees of experts, travel and deposition costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of investigationsthe types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating or being or preparing to be a witness in a Proceeding (collectively, "EXPENSES")), judgments, penalties, fines and amounts paid in settlement (if such settlement is approved in advance by the Company which approval shall not be unreasonably withheld) and other amounts actually and reasonably incurred by Indemnitee Indemnitee, in connection with such actionProceeding, suit or proceeding to the fullest extent permissible under California Florida Law as currently in effect and as may be expanded in the futurefuture 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 the conduct was unlawful. The termination of any action, suit or proceeding Proceeding by judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create a presumption that indemnification is unavailable under this Agreement.

Third Party Proceedings. The Company shall indemnify Indemnitee (including his partners, agents and spouse, as applicable, and each person who controls any of them or who may be liable within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Securities Act”), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the fullest extent permitted by law if Indemnitee is is, was or was becomes a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company or any subsidiary of the Company) by reason of (or arising in whole part out of) any event or in part occurrence related to: (i) the fact that Indemnitee is or was or may be deemed to be a director, officer, employee or agent of the Company, Company or any subsidiary of the Company, ; (ii) any action or inaction on the part of Indemnitee while a director, officer, employee or agent, agent of the Company or any subsidiary of the Company; or (iii) the fact that Indemnitee is or was or may be deemed to be serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, or by reason of any action or inaction on the part of such Indemnitee while serving in such capacity, against all expenses (including, without limitation, attorneys' ’ fees, disbursements and retainers, accounting and court costs, transcript costs, fees of experts, witness fees, travel and deposition expenses, duplicating costs, printing and expenses of investigationsbinding costs, telephone charges, postage, and delivery service fees), judgments, penalties, fines and amounts paid in settlement (if such settlement is approved in advance by the Company Company, which approval shall not be unreasonably withheld) actually and other amounts actually reasonably incurred by or on behalf of Indemnitee in connection with such action, suit or proceeding (collectively, “Expenses”); provided, that, the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the fullest extent permissible under California Law as currently in effect best interests of the Company and as may be expanded in with respect to any criminal proceeding, had reasonable cause to believe the futureconduct was not unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE nolo contendere or its equivalent, shall not, of itself, not create a presumption that Indemnitee is not entitled to indemnification is unavailable under this Agreementor that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.