Common use of ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS Clause in Contracts

ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. In addition to and notwithstanding any limitations in Articles 2, 3 or 4, but subject to Article 8, the Company shall indemnify, hold harmless and exonerate Indemnitee to the fullest extent not prohibited by (and not merely to the extent affirmatively permitted by) law if Indemnitee is, was or is threatened to be made a party to or a participant in, any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and, subject to Section 10.3, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with the Proceeding. No indemnity shall be available under this Article 6 on account of Indemnitee’s conduct that constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law.

ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. In addition to and notwithstanding (a) Notwithstanding any limitations limitation in Articles 2Sections 3, 3 or 4, but subject to Article 8or 5, except for Section 27, the Company shall shall, to the fullest extent permitted by applicable law and the Second Amended and Restated Memorandum of Association of the Company, indemnify, hold harmless and exonerate Indemnitee to the fullest extent not prohibited by (and not merely to the extent affirmatively permitted by) law if Indemnitee is, was is a party to or is threatened to be made a party to or a participant in, any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and, subject to Section 10.3, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with the Proceeding. No indemnity indemnification, hold harmless or exoneration rights shall be available under this Article 6 Section 7(a) on account of Indemnitee’s conduct that which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders shareholders or is an act or omission not in good faith or that which involves intentional misconduct or a knowing violation of the law.

ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. In addition to and notwithstanding Notwithstanding any limitations in Articles 2, 3 or 4, but subject to Article 8, the Company shall indemnify, hold harmless and exonerate Indemnitee to the fullest extent not prohibited by (and not merely to the extent affirmatively permitted by) law if Indemnitee is, was or is threatened to be made made, a party to or a participant in, any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and, subject to Section 10.3, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with the Proceeding. No indemnity shall be available under this Article 6 on account of Indemnitee’s conduct that constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law.

ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. In addition to and notwithstanding Notwithstanding any limitations limitation in Articles 2Sections 3, 3 4 or 45, but subject to Article 8Section 27, the Company shall shall, to the fullest extent permitted by applicable law and the Articles, indemnify, hold harmless and exonerate the Indemnitee if the Indemnitee is a party to the fullest extent not prohibited by (and not merely to the extent affirmatively permitted by) law if Indemnitee is, was or is threatened to be made a party to or a participant in, any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, liabilities, fines, penalties and, subject to Section 10.3, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement) actually and reasonably incurred by the Indemnitee or on Indemnitee’s behalf in connection with the Proceeding. No indemnity The Indemnitee shall not be available entitled to be indemnified, held harmless or exonerated under this Article 6 on account of Section 7 in the event that the Indemnitee’s conduct that constitutes is finally adjudged by a court of competent jurisdiction to constitute a breach of the Indemnitee’s duty of loyalty to the Company or its stockholders shareholders or is an act or omission not in good faith or that which involves intentional misconduct or a knowing violation of the applicable law.

ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. In addition to and notwithstanding any limitations in Articles 2, 3 or 4, but subject to Article 88 and Article 11, the Company shall indemnify, hold harmless and exonerate Indemnitee to the fullest extent not prohibited by (and not merely to the extent affirmatively permitted by) law if Indemnitee is, was or is threatened to be made a party to or a participant in, any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and, subject to Section 10.3, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with the Proceeding. No indemnity shall be available under this Article 6 on account of Indemnitee’s conduct that constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law.

ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. In addition to and notwithstanding Notwithstanding any limitations in Articles 2, 3 or 4, but subject to Article 8, the Company shall indemnify, hold harmless and exonerate Indemnitee to the fullest extent not prohibited by (and not merely to the extent affirmatively permitted by) law if Indemnitee is, was or is threatened to be made made, a party to or a participant in, in any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and, subject to Section 10.3, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with the Proceeding. No indemnity shall be available under this Article 6 on account of Indemnitee’s conduct that constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law.

ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. In addition to and notwithstanding Notwithstanding any limitations limitation in Articles 2Sections 3, 3 or 4, but subject to Article 8or 5 and except for Section 27, the Company shall shall, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association, indemnify, hold harmless and exonerate Indemnitee to the fullest extent not prohibited by (and not merely to the extent affirmatively permitted by) law if Indemnitee is, was is a party to or is threatened to be made a party to or a participant in, any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, liabilities, fines, penalties and, subject to Section 10.3, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with the Proceeding. No indemnity Indemnification, hold harmless or exoneration rights shall be available under this Article 6 Section 7 on account of Indemnitee’s conduct that which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders shareholders or is an act or omission not in good faith or that which involves intentional misconduct or a knowing violation of the law.

ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. In addition to and notwithstanding any limitations in Articles 2, 3 or 4, but subject to Article 8, the Company shall indemnify, hold harmless and exonerate Indemnitee to the fullest extent not prohibited by (and not merely to the extent affirmatively permitted by) law if Indemnitee is, was or is threatened to be made a party to or a participant in, any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and, subject to Section 10.3, penalties and amounts paid in settlement (including actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with the Proceeding. Without limiting the generality of the foregoing, such amounts shall include all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with the Proceeding. No indemnity shall be available under this Article 6 on account of Indemnitee’s conduct that constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law.

ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. In addition to and notwithstanding any limitations in Articles 2, 3 or 4, but subject to Article 8, the Company shall indemnify, hold harmless and exonerate Indemnitee to the fullest extent not prohibited by (and not merely to the extent affirmatively permitted by) law if Indemnitee is, was or is threatened to be made a party to or a participant in, any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and, subject to Section 10.3, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s 's behalf in connection with the Proceeding. No indemnity shall be available under this Article 6 on account of Indemnitee’s 's conduct that constitutes a breach of Indemnitee’s 's duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law.

ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. In addition to and notwithstanding (a) Notwithstanding any limitations limitation in Articles 2Sections 3, 3 or 4, but subject to Article 8or 5, except for Section 27, the Company shall shall, to the fullest extent permitted by applicable law and the Amended and Restated Memorandum and Articles of Association of the Company, indemnify, hold harmless and exonerate Indemnitee to the fullest extent not prohibited by (and not merely to the extent affirmatively permitted by) law if Indemnitee is, was is a party to or is threatened to be made a party to or a participant in, any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and, subject to Section 10.3, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with the Proceeding. No indemnity indemnification, hold harmless or exoneration rights shall be available under this Article 6 Section 7(a) on account of Indemnitee’s conduct that which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders shareholders or is an act or omission not in good faith or that which involves intentional misconduct or a knowing violation of the law.

ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. In addition to and notwithstanding Notwithstanding any limitations in Articles 2, 3 or 4, but subject to Article 8, the Company shall indemnify, hold harmless and exonerate Indemnitee to the fullest extent not prohibited by (and not merely to the extent affirmatively permitted by) law if Indemnitee is, was or is threatened to be made a party to or a participant in, in any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and, subject to Section 10.3, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with the Proceeding. No indemnity shall be available under this Article 6 on account of Indemnitee’s conduct that constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders shareholders or is an act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law.

ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. In addition to and notwithstanding any limitations in Articles 2, 3 or 4, but subject to Article 8, the Company shall indemnify, hold harmless and exonerate Indemnitee to the fullest extent not prohibited by (and not merely to the extent affirmatively permitted by) law if Indemnitee is, was or is threatened to be made a party to or a participant in, any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and, subject to Section 10.3, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with the Proceeding. No indemnity shall be available under this Article 6 on account of Indemnitee’s conduct that constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law.. ARTICLE 7 CONTRIBUTION

ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. 6.1. In addition to and notwithstanding any limitations in Articles 2, 3 or 4, but subject to Article 8, the Company shall indemnify, hold harmless and exonerate Indemnitee to the fullest extent not prohibited by (and not merely to the extent affirmatively permitted by) law if Indemnitee is, was or is threatened to be made a party to or a participant in, any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and, subject to Section 10.3, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with the Proceeding. No indemnity shall be available under this Article 6 on account of Indemnitee’s conduct that constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law.

ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. In addition to and notwithstanding Notwithstanding any limitations limitation in Articles 2Sections 3, 3 or 4, but subject to Article 8or 5, the Company shall shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee to the fullest extent not prohibited by (and not merely to the extent affirmatively permitted by) law if Indemnitee is, was is a party to or is threatened to be made a party to or a participant in, any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) involving or relating to his or her Corporate Status or any action taken or omitted to be taken in such capacity against all Expenses, judgments, fines, penalties and, subject to Section 10.3, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with the Proceeding. No indemnity indemnification, hold harmless or exoneration rights shall be available under this Article 6 Section 7 on account of Indemnitee’s conduct that which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders shareholders or is an act or omission not in good faith or that which involves intentional misconduct or a knowing violation of the law.