Extract to table

Notwithstanding the foregoing, no indemnification for Losses (as distinguished from Expenses) shall be made under this Section 2

Furthermore, no indemnification shall be made under this Section 2

2 in respect of any claim, issue, or matter as to which Indemnitee shall have been adjudged to be liable to the Company, unless, and only to the extent that, the Court of Chancery of the State of Delaware or the court in which such Action was brought shall determine, upon application, that, despite the adjudication of such liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as the Court of Chancery of the State of Delaware or such other court shall deem proper

* Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is successful, on the merits or otherwise, in the defense of any Action (including the dismissal of an Action without prejudice, the settlement of an Action without any admission of liability by Indemnitee, or the resolution of an Action by consent or plea in which no finding of guilt or liability is made against Indemnitee), the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection therewith

3 and without limitation, the termination of any claim, issue, or matter in an Action by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue, or matter

* If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Losses or Expenses incurred by Indemnitee in connection with an Action but is not entitled to indemnification for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Losses or Expenses to which Indemnitee is entitled