Common use of Additional Indemnification Rights Clause in Contracts

Additional Indemnification Rights. (a) Notwithstanding any limitation in Section 3 of this Agreement, the Corporation shall indemnify, hold harmless and exonerate Indemnitee to the fullest extent permitted by law if Indemnitee was, is or is threatened to be made, a party to or is otherwise involved, or threatened to be involved, in any Proceeding (including a Proceeding by or in the right of the Corporation to procure a judgment in its favor) against all Expenses, judgments, liabilities, losses, fines, 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, losses, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnification shall be made, and the Indemnitee shall not be held harmless or exonerated, under this Section 4(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Corporation or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) The Corporation shall indemnify, hold harmless and exonerate Indemnitee to the fullest extent permitted by law and, if requested by Indemnitee, shall, to the extent permitted by law, advance Expenses incurred by Indemnitee in connection with any Proceeding brought by Indemnitee (i) to enforce his or her rights under, or to recover damages for breach of, this Agreement or any other indemnification, advancement or contribution agreement or provision of the Certificate of Incorporation or the By-Laws now or hereafter in effect; or (ii) for recovery or advances under any insurance policy maintained by any person for the benefit of Indemnitee, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, hold harmless or exoneration rights, or advancement of Expenses or insurance recovery, as the case may be (unless such proceeding was not brought by Indemnitee in good faith).

Additional Indemnification Rights. The Company further agrees to indemnify the Indemnitee in connection with any Claim and to make Expense Advances to the Indemnitee, in each case to the fullest extent as may be provided for under the Charter, By-Laws or applicable law, vote of either the Company’s stockholders or its disinterested directors, notwithstanding that any such indemnification or Expense Advance is not specifically authorized by the other provisions of this Agreement. It is the intent of the parties hereto that (ai) Notwithstanding in the event of any limitation change, after the date of this Agreement, in Section 3 any applicable law, statute or rule which expands the right of a Delaware corporation to indemnify or make Expense Advances to an Agent to a greater degree than would be afforded currently under the Charter, By-Laws, pursuant to a vote of either the Company’s stockholders or its disinterested directors, and this Agreement, the Indemnitee shall enjoy by virtue of this Agreement, the Corporation shall indemnifygreater benefits afforded by such change; (ii) in the event of any change, hold harmless and exonerate Indemnitee to after the fullest extent permitted by law if Indemnitee was, is or is threatened to be made, a party to or is otherwise involved, or threatened to be involveddate of this Agreement, in any Proceeding (including a Proceeding by applicable law, statute or in rule which narrows the right of a Delaware corporation to indemnify or make Expense Advances to an Agent to a greater degree than would be afforded currently under the Corporation Charter, By-Laws or applicable law, pursuant to procure a judgment in its favor) against all Expenses, judgments, liabilities, losses, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect vote of such Expenses, judgments, liabilities, losses, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with either the Proceeding. No indemnification shall be made, and the Indemnitee shall not be held harmless or exonerated, under this Section 4(a) on account of IndemniteeCompany’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Corporation stockholders or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) The Corporation shall indemnifydisinterested directors and this Agreement, hold harmless and exonerate Indemnitee to the fullest extent permitted by law and, if requested by Indemnitee, shallsuch change, to the extent permitted not otherwise required by such law, advance Expenses incurred by Indemnitee in connection with any Proceeding brought by Indemnitee (i) statute or rule to enforce his or her rights underbe applied to this Agreement, or to recover damages for breach of, shall have no effect on this Agreement or any other indemnificationthe parties’ rights and obligations hereunder, advancement except as set forth in Section 5(a) herein; and (iii) this Agreement be interpreted and enforced so as to provide indemnification and Expense Advances under such circumstances as set forth in this Agreement, if any, in which the providing of indemnification or contribution agreement or provision Expense Advances would otherwise be discretionary. Notwithstanding the foregoing, no Expense Advance under this Agreement shall be made in violation of Section 402 of the Certificate Sxxxxxxx-Xxxxx Act of Incorporation or the By-Laws now or hereafter in effect; or (ii) for recovery or advances under any insurance policy maintained by any person for the benefit of Indemnitee, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, hold harmless or exoneration rights, or advancement of Expenses or insurance recovery, as the case may be (unless such proceeding was not brought by Indemnitee in good faith)2002.

Additional Indemnification Rights. The Company further agrees to indemnify the Indemnitee in connection with any Claim and to make Expense Advances to the Indemnitee, in each case to the fullest extent as may be provided for under the Charter, By-Laws or applicable law, vote of either the Company's stockholders or its disinterested directors, notwithstanding that any such indemnification or Expense Advance is not specifically authorized by the other provisions of this Agreement. It is the intent of the parties hereto that (ai) Notwithstanding in the event of any limitation change, after the date of this Agreement, in Section 3 any applicable law, statute or rule which expands the right of a Delaware corporation to indemnify or make Expense Advances to an Agent to a greater degree than would be afforded currently under the Charter, By-Laws, pursuant to a vote of either the Company's stockholders or its disinterested directors, and this Agreement, the Indemnitee shall enjoy by virtue of this Agreement, the Corporation shall indemnifygreater benefits afforded by such change; (ii) in the event of any change, hold harmless and exonerate Indemnitee to after the fullest extent permitted by law if Indemnitee was, is or is threatened to be made, a party to or is otherwise involved, or threatened to be involveddate of this Agreement, in any Proceeding (including a Proceeding by applicable law, statute or in rule which narrows the right of a Delaware corporation to indemnify or make Expense Advances to an Agent to a greater degree than would be afforded currently under the Corporation Charter, By-Laws or applicable law, pursuant to procure a judgment in its favor) against all Expenses, judgments, liabilities, losses, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect vote of such Expenses, judgments, liabilities, losses, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with either the Proceeding. No indemnification shall be made, and the Indemnitee shall not be held harmless or exonerated, under this Section 4(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Corporation Company's stockholders or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) The Corporation shall indemnifydisinterested directors and this Agreement, hold harmless and exonerate Indemnitee to the fullest extent permitted by law and, if requested by Indemnitee, shallsuch change, to the extent permitted not otherwise required by such law, advance Expenses incurred by Indemnitee in connection with any Proceeding brought by Indemnitee (i) statute or rule to enforce his or her rights underbe applied to this Agreement, or to recover damages for breach of, shall have no effect on this Agreement or any other indemnificationthe parties' rights and obligations hereunder, advancement except as set forth in Section 5(a) herein; and (iii) this Agreement be interpreted and enforced so as to provide indemnification and Expense Advances under such circumstances as set forth in this Agreement, if any, in which the providing of indemnification or contribution agreement or provision Expense Advances would otherwise be discretionary. Notwithstanding the foregoing, no Expense Advance under this Agreement shall be made in violation of Section 402 of the Certificate Xxxxxxxx-Xxxxx Act of Incorporation or the By-Laws now or hereafter in effect; or (ii) for recovery or advances under any insurance policy maintained by any person for the benefit of Indemnitee, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, hold harmless or exoneration rights, or advancement of Expenses or insurance recovery, as the case may be (unless such proceeding was not brought by Indemnitee in good faith)2002.

Additional Indemnification Rights. (a) Notwithstanding any limitation in Section 3 of this Agreement, the Corporation shall indemnify, hold harmless and exonerate indemnify Indemnitee to the fullest extent permitted by law if Indemnitee was, is or is threatened to be made, a party to or is otherwise involved, or threatened to be involved, in made a party to any Proceeding (including a Proceeding by or in the right of the Corporation to procure a judgment in its favor) against all Expenses, judgments, liabilities, losses, fines, 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, losses, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnification shall be made, and the Indemnitee shall not be held harmless or exonerated, made under this Section 4(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Corporation or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) The Corporation shall indemnifyFor purposes of this Section 4, hold harmless and exonerate Indemnitee the meaning of the phrase “to the fullest extent permitted by law andlaw” shall include, if requested by Indemnitee, shall, to the extent permitted by law, advance Expenses incurred by Indemnitee in connection with any Proceeding brought by Indemnitee but not be limited to: (i) to enforce his or her rights under, or to recover damages for breach of, this Agreement or any other indemnification, advancement or contribution agreement or the fullest extent permitted by the provision of the Certificate of Incorporation DGCL that authorizes or contemplates additional indemnification by agreement, or the By-Laws now corresponding provision or hereafter in effectprovisions of any amendment to or replacement of the DGCL; or and (ii) for recovery to the fullest extent authorized or advances under any insurance policy maintained permitted by any person for amendments to or replacements of the benefit DGCL adopted after the date of Indemniteethis Agreement that increase the extent to which a corporation may indemnify its officers, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, hold harmless or exoneration rights, or advancement of Expenses or insurance recovery, as the case may be (unless such proceeding was not brought by Indemnitee in good faith)directors and/or key employees.

Additional Indemnification Rights. a. During the Term of this Agreement and for a period of three (a3) Notwithstanding any limitation years thereafter, the Company shall use all reasonable efforts to cause to be maintained in Section 3 effect a policy of directors' and officers' insurance and indemnification policy relating to actions, alleged actions, omissions and alleged omissions of Executive occurring during the Term of this Agreement. (1) If during the Term of this Agreement or for a three (3) year period thereafter, the Corporation shall indemnify, hold harmless and exonerate Indemnitee to the fullest extent permitted by law if Indemnitee was, Executive is made a party or is threatened to be made, made a party to or is otherwise involvedinvolved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he is or was a director, officer or employee of the Company, or threatened is or was serving at the request of the Company as a director, officer or employee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action or inaction in an official capacity as a director, officer or employee or in any other capacity while service as a director, officer or employee, then Executive shall be involvedindemnified and held harmless by the Company to the fullest extent authorized by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any Proceeding such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment) (the "GCL"), against all expense, liability and loss (including a Proceeding by or in the right of the Corporation to procure a judgment in its favor) against all Expensesattorneys' fees, judgments, liabilities, losses, fines, ERISA excise taxes or 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, losses, fines, penalties and amounts to be paid in settlement) actually and reasonably incurred or suffered by Indemnitee Executive in connection therewith, whether occurring before, during or after the Term of this Agreement, and such indemnification shall continue as to Executive even if he shall have ceased to be a director, officer or employee and shall inure to the benefit of his heirs, executors and administrators; provided, however, that except as provided in this Paragraph b., the Company shall indemnify Executive in connection with a proceeding (or part thereof) initiated by Executive only if such proceeding (or part thereof) was authorized by the ProceedingBoard of Directors of the Company. No The right to indemnification conferred in this Paragraph b., shall be madea contract right and shall include the right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the GCL requires, the payment of such expenses incurred by Executive in his capacity as a director, officer or employee (and not in any capacity in which service was or is rendered by Executive while a director or officer or employee, including without limitation, service to any employee benefit plan) in advance of the Indemnitee final disposition of a proceeding, shall be made only upon delivery to the Company of an undertaking, by or on behalf of Executive, to repay all amounts so advanced if it shall ultimately be determined that Executive is not entitled to be held harmless or exonerated, indemnified under this Section 4(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Corporation Paragraph b. or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the lawotherwise. (b2) The Corporation shall indemnifyIf a claim under Paragraph b.(1) above is not paid in full by the Company within 30 days after a written claim has been received by the Company, hold harmless and exonerate Indemnitee Executive may at any time thereafter bring suit against the Company to recover the fullest extent permitted by law unpaid amount of the claim, and, if requested by Indemniteesuccessful in whole or in part, shall, to the extent permitted by law, advance Expenses incurred by Indemnitee in connection with any Proceeding brought by Indemnitee (i) to enforce his or her rights under, or to recover damages for breach of, this Agreement or any other indemnification, advancement or contribution agreement or provision of the Certificate of Incorporation or the By-Laws now or hereafter in effect; or (ii) for recovery or advances under any insurance policy maintained by any person for the benefit of Indemnitee, regardless of whether Indemnitee ultimately is determined to Executive shall be entitled to be paid also the expense of prosecuting such indemnificationclaim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, hold harmless if any is required, has been tendered to the Company) that Executive has not met the standards of conduct which made it permissible under the GCL for the Company to indemnify Executive for the amount claimed, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including its Board of Directors, independent legal counsel or exoneration rightsits stockholders) to have made a determination prior to the commencement of such action that indemnification of Executive is proper in the circumstances because he has met the applicable standard of conduct set forth in the GCL, nor an actual determination by the Company (including its Board of Directors, independent legal counsel or advancement its stockholders) that Executive has not met such applicable standard of Expenses conduct, shall be a defense to the action or insurance recovery, as create a presumption that Executive has not met the case may be (unless such proceeding was not brought by Indemnitee in good faith)applicable standard of conduct.

Additional Indemnification Rights. (a) Notwithstanding any limitation in Section 3 of this Agreement, The Company further agrees to indemnify the Corporation shall indemnify, hold harmless and exonerate Indemnitee to the fullest extent permitted by law if Indemnitee was, is or is threatened to be made, a party to or is otherwise involved, or threatened to be involved, in any Proceeding (including a Proceeding by or in the right of the Corporation to procure a judgment in its favor) against all Expenses, judgments, liabilities, losses, fines, 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, losses, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnification shall be made, and the Indemnitee shall not be held harmless or exonerated, under this Section 4(a) on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Corporation or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. (b) The Corporation shall indemnify, hold harmless and exonerate Indemnitee to the fullest extent permitted by law and, if requested by Indemnitee, shall, to the extent permitted by law, advance Expenses incurred by Indemnitee in connection with any Proceeding brought Claim and to make Expense Advances to the Indemnitee, in each case to the fullest extent as may be provided for under the Company's Charter, By-Laws, vote of the stockholders or disinterested directors and/or applicable law notwithstanding that any such indemnification or Expense Advance is not specifically authorized by Indemnitee the other provisions of this Agreement. It is the intent of the parties hereto that (i) in the event of any change, after the date of this Agreement, in any applicable law, statute or rule which expands the right of a Delaware corporation to enforce his indemnify or her rights undermake Expense Advances to an Agent to a greater degree than would be afforded currently under the Company's Charter, By-Laws, vote of the stockholders or disinterested directors and this Agreement, the Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change; (ii) in the event of any change, after the Date of this Agreement, in any applicable law, statute or rule which narrows the right of a Delaware corporation to recover damages for breach ofindemnify or make Expense Advances to an Agent to a greater degree than would be afforded currently under the Company's Charter, By-Laws, vote of the stockholders or disinterested directors and this Agreement, such change, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or any other indemnificationthe parties' rights and obligations hereunder except as set forth in Section 5(a) hereof; and (iii) this Agreement be interpreted and enforced so as to provide indemnification and Expense Advances under such circumstances as set forth in this Agreement, advancement if any, in which the providing of indemnification or contribution agreement or provision of the Certificate of Incorporation or the By-Laws now or hereafter in effect; or (ii) for recovery or advances under any insurance policy maintained by any person for the benefit of Indemnitee, regardless of whether Indemnitee ultimately is determined to Expense Advances would otherwise be entitled to such indemnification, hold harmless or exoneration rights, or advancement of Expenses or insurance recovery, as the case may be (unless such proceeding was not brought by Indemnitee in good faith)discretionary.