Common use of Additional Indemnification Clause in Contracts

Additional Indemnification. (a) Pursuant to Section 565 of the BCA, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof, the Articles, the By-Laws, the BCA, any policy of insurance or otherwise, but subject to the limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by Section 3(a) hereof, the Company shall indemnify the Indemnitee against any amount which the Indemnitee is or becomes legally obligated to pay relating to or arising out of any claim made against the Indemnitee because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which the Indemnitee commits, suffers, permits or acquiesces in while acting in such capacity as a director or officer of the Company, or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 shall include without limitation damages, judgments, settlements and charges, costs, expenses, expenses of investigation and expenses of defense of legal actions, suits, proceedings or claims and appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Indemnitee:

Additional Indemnification. (a) Pursuant to Section 565 145(f) of the BCADGCL, without limiting any right which the Indemnitee may have pursuant to under Section 2 hereof, the Articles2, the By-Laws, the BCADGCL, any policy of insurance or otherwise, but subject to the limitations on the set forth in Section 2(f) and to any maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by this Section 3(a) hereof), the Company shall will indemnify the Indemnitee against any amount which the such Indemnitee is or becomes legally obligated to pay relating to or arising out of any claim made against the such Indemnitee because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, omission, misstatement or misleading statement, which the such Indemnitee commits, suffers, permits or acquiesces in while acting in such Indemnitee's capacity as a director director, officer or officer controlling person of the Company, or, at the request of the Company, as a director, officer, employee in an Authorized Capacity of or agent of another corporation, partnership, joint venture, trust or other enterprisefor Another Entity. The payments which the Company is obligated to make pursuant to this Section 3 shall will include without limitation damages, judgments, settlements fines, amounts paid in settlement and reasonable charges, costs, costs and expenses, including expenses of investigation investigation, preparation, defense and expenses settlement of defense of legal actions, suits, proceedings or claims and appeals therefrom, Proceedings and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall will not be obligated under this Section 3(a) to make any payment in connection with any claim against the Indemnitee:

Additional Indemnification. (a) Pursuant to Section 565 14A:3-5 of the BCACorporation Act, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof2, the ArticlesCertificate, the By-Laws, the BCACorporation Act, any policy of insurance or otherwise, but subject to the limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by Section 3(a) hereof), the Company shall indemnify the Indemnitee against any amount which the Indemnitee he is or becomes legally obligated to pay relating to or arising out of any claim made against the Indemnitee him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which the Indemnitee he commits, suffers, permits or acquiesces in while acting in such his capacity as a director or officer of the Company, or, at the request of the Company, as a director, officer, trustee, employee or agent of another corporation, corporations partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 shall include without limitation damages, judgments, settlements and charges, costs, expenses, expenses of investigation and expenses of defense of legal actions, suits, proceedings or claims and appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Indemnitee:Indemnitee if a judgment or other final adjudication adverse to the Indemnitee establishes that his acts or omissions (i) were in breach of his duty of loyalty to the Company or the Stockholders, (ii) were not in good faith or involved a knowing violation of law, or (iii) resulted in receipt by the Indemnitee of an improper personal benefit. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be required to, be made in accordance with Section 4(a). If that determination is so made, it shall be binding upon the Company and the Indemnitee for all, purposes.

Additional Indemnification. (a) Pursuant to Section 565 145(f) of the BCA-------------------------- GCL, without limiting any right which the Indemnitee may have pursuant to Section 2 1 hereof, the ArticlesCertificate, the By-LawsBylaws, the BCAGCL, any policy of insurance or otherwise, but subject to the limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by Section 3(a2(a) hereof, the Company shall indemnify the Indemnitee against any amount which the Indemnitee he is or becomes legally obligated to pay relating to or arising out of any claim made against the Indemnitee him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which the Indemnitee he commits, suffers, permits or acquiesces in while acting in such his capacity as a director director, officer, employee or officer agent of the Company, or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 2 shall include include, without limitation limitation, damages, judgments, settlements and charges, costs, expenses, expenses of investigation and expenses of defense of legal actions, suits, proceedings or claims and appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated -------- ------- under this Section 3(a2(a) to make any payment in connection with any claim against the Indemnitee:

Additional Indemnification. (a) Pursuant to Section 565 145(f) of the BCA-------------------------- DGCL, without limiting any right which the Indemnitee may have pursuant to under Section 2 hereof2, the ArticlesCertificate, the By-LawsBylaws, the BCADGCL, any policy of insurance or otherwise, but subject to the limitations on the set forth in Section 2(f) and to any maximum permissible indemnity which that may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by this Section 3(a) hereof), the Company shall will indemnify the Indemnitee against any amount which the Indemnitee he or she is or becomes legally obligated to pay relating to or arising out of any claim made against the Indemnitee him or her because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, omission, misstatement or misleading statement, which the Indemnitee he or she commits, suffers, permits or acquiesces in while acting in such his or her capacity as a director or officer of the Company, or, at the request of the Company, as a director, officer, employee in an Authorized Capacity of or agent of another corporation, partnership, joint venture, trust or other enterprisefor Another Entity. The payments which the Company is obligated to make pursuant to this Section 3 shall will include without limitation damages, judgments, settlements fines, amounts paid in settlement and reasonable charges, costscosts and expenses, expensesincluding attorneys' fees, expenses of investigation investigation, preparation, defense and expenses settlement of defense of legal actions, suits, proceedings or claims and appeals therefrom, Proceedings and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall will not be obligated under this Section 3(a) to make any payment in connection with any claim against the Indemnitee:

Additional Indemnification. (a) Pursuant to Section 565 12:83E of the BCALBCL, without limiting any right which the Indemnitee may have pursuant to under Section 2 hereof2, the Articles, the By-Laws, the BCALBCL, any policy of insurance or otherwise, but subject to the limitations on the set forth in Section 2(f) and to any maximum permissible indemnity which that may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by this Section 3(a) hereof), the Company shall will indemnify the Indemnitee against any amount which the Indemnitee he or she is or becomes legally obligated to pay relating to or arising out of any claim made against the Indemnitee him or her because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, omission, misstatement or misleading statement, which the Indemnitee he or she commits, suffers, permits or acquiesces in while acting in such his or her capacity as a director or officer of the Company, or, at the request of the Company, as a director, officer, employee in an Authorized Capacity of or agent of another corporation, partnership, joint venture, trust or other enterprisefor Another Entity. The payments which the Company is obligated to make pursuant to this Section 3 shall will include without limitation damages, judgments, settlements amounts paid in settlement, fines and reasonable charges, costs, expenses, including attorneys’ fees, expenses of investigation investigation, preparation, defense and expenses settlement of defense of legal actions, suits, proceedings or claims and appeals therefromProceedings, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall will not be obligated under this Section 3(a) to make any payment in connection with any claim against the Indemnitee:

Additional Indemnification. (a) Pursuant to Section 565 14A:3-5 of the BCACorporation Act, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof2, the ArticlesCertificate, the By-Laws, the BCACorporation Act, any policy of insurance or otherwise, but subject to the limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by Section 3(a) hereof), the Company shall indemnify the Indemnitee against any amount which the Indemnitee she is or becomes legally obligated to pay relating to or arising out of any claim made against the Indemnitee her because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which the Indemnitee she commits, suffers, permits or acquiesces in while acting in such her capacity as a director or an executive officer of the Company, or, at the request of the Company, as a director, officer, trustee, employee or agent of another corporation, corporations partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 shall include without limitation damages, judgments, settlements and charges, costs, expenses, expenses of investigation and expenses of defense of legal actions, suits, proceedings or claims and appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Indemnitee:Indemnitee if a judgment or other final adjudication adverse to the Indemnitee establishes that her acts or omissions (i) were in breach of her duty of loyalty to the Company or the Stockholders, (ii) were not in good faith or involved a knowing violation of law, or (iii) resulted in receipt by the Indemnitee of an improper personal benefit. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be, required to be made in accordance with Section 4(a). If that determination is so made, it shall be binding upon the Company and the Indemnitee for all purposes.

Additional Indemnification. (a) Pursuant to Section 565 145(f) of the BCADGCL, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof, the ArticlesCertificate, the By-LawsBylaws, the BCADGCL, any policy of insurance or otherwise, but subject to the limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by Section 3(a) hereof, the Company shall indemnify the Indemnitee against any amount which the Indemnitee he is or becomes legally obligated to pay relating to or arising out of any claim made against the Indemnitee him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which the Indemnitee he commits, suffers, permits or acquiesces in while acting in such his capacity as a an officer or director or officer of the Company, or, at the written request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, in any such case owned or controlled by the Company. The payments which the Company is obligated to make pursuant to this Section 3 shall include without limitation damages, judgments, settlements and charges, costs, expenses, expenses of investigation and expenses of defense of legal actions, suits, proceedings or claims and appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Indemnitee:

Additional Indemnification. (a) Pursuant to Section 565 14A:3-5 of the BCACorporation Act, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof2, the ArticlesCertificate, the By-Laws, the BCACorporation Act, any policy of insurance or otherwise, but subject to the limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by Section 3(a) hereof), the Company shall indemnify the Indemnitee against any amount which the Indemnitee he is or becomes legally obligated to pay relating to or arising out of any claim made against the Indemnitee him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which the Indemnitee he commits, suffers, permits or acquiesces in while acting in such his capacity as a director or executive officer of the Company, or, at the request of the Company, as a director, officer, trustee, employee or agent of another corporation, corporations partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 shall include without limitation damages, judgments, settlements and charges, costs, expenses, expenses of investigation and expenses of defense of legal actions, suits, proceedings or claims and appeals therefromtherefore, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Indemnitee:Indemnitee if a judgment or other final adjudication adverse to the Indemnitee establishes that his acts or omissions (i) were in breach of his duty of loyalty to the Company or the Stockholders, (ii) were not in good faith or involved a knowing violation of law, or (iii) resulted in receipt by the Indemnitee of an improper personal benefit. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be required to, be made in accordance with Section 4(a). If that determination is so made, it shall be binding upon the Company and the Indemnitee for all, purposes.

Additional Indemnification. (a) Pursuant to Section 565 145(f) of the BCADGCL, without limiting any right which the Indemnitee may have pursuant to under Section 2 hereof, the Articles2, the By-Laws, the BCADGCL, any policy of insurance or otherwise, but subject to the limitations on the set forth in Section 2(f) and to any maximum permissible indemnity which that may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by this Section 3(a) hereof), the Company shall indemnify the Indemnitee against any amount which the Indemnitee that he is or becomes legally obligated to pay relating to or arising out of any claim made against the Indemnitee him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, omission, misstatement or misleading statement, which the Indemnitee that he commits, suffers, permits or acquiesces in while acting in such his capacity as a director or officer of the Company, or, at the request of the Company, as a director, officer, employee in an Authorized Capacity of or agent of another corporation, partnership, joint venture, trust or other enterprisefor Another Entity. The payments which that the Company is obligated to make pursuant to this Section 3 shall include without limitation damages, judgments, settlements fines, amounts paid in settlement and reasonable charges, costs, costs and expenses, including expenses of investigation investigation, preparation, defense and expenses settlement of defense of legal actions, suits, proceedings or claims and appeals therefrom, Proceedings and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Indemnitee:

Additional Indemnification. (a) Pursuant to Section 565 of the BCA, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof, the Articles, the By-Laws, the BCA, any policy of insurance or otherwise, but subject to the limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by Section 3(a) hereof, the Company shall indemnify the Indemnitee against any amount which the Indemnitee is or becomes legally obligated to pay relating to or arising out of any claim made against the Indemnitee because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which the Indemnitee commits, suffers, permits or acquiesces in while acting in such capacity as a an officer or director or officer of the Company, or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 shall include without limitation damages, judgments, settlements and charges, costs, expenses, expenses of investigation and expenses of defense of legal actions, suits, proceedings or claims and appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Indemnitee:,

Additional Indemnification. (a) Pursuant to Section 565 145(f) of the BCADGCL, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof, the ArticlesCertificate, the By-LawsBylaws, the BCADGCL, any policy of insurance or otherwise, but subject to the limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by Section 3(a) hereof, the Company shall indemnify the Indemnitee against any amount which the Indemnitee he is or becomes legally obligated to pay relating to or arising out of any claim made against the Indemnitee him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which the Indemnitee he commits, suffers, permits or acquiesces in while acting in such his capacity as a director or officer of the Company, or, at the written request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, in any such case owned or controlled by the Company. The payments which the Company is obligated to make pursuant to this Section 3 shall include without limitation damages, judgments, settlements and charges, costs, expenses, expenses of investigation and expenses of defense of legal actions, suits, proceedings or claims and appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Indemnitee:

Additional Indemnification. (a) Pursuant to ORC Section 565 of the BCA1701.13(E)(6), without limiting any right which the Indemnitee may have pursuant to Section 2 hereof, hereof or any other provision of this Agreement or the Articles, the By-LawsRegulations, the BCAORC, any policy of insurance insurance, or otherwise, but subject to the limitations any limitation on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by and subject to the following provisions of this Section 3(a) hereof3, the Company shall indemnify the Indemnitee against any amount which the Indemnitee he or she is or becomes legally obligated to pay relating to or arising out of any claim (including any pending, threatened or completed action, suit or proceeding to which he or she is or is threatened to be made a party) made against the Indemnitee him because of any act, failure action alleged to act have been taken or neglect or breach of dutyomitted to be taken, including any actual or alleged error, misstatement misstatement, or misleading statement, which the Indemnitee he or she commits, suffers, permits permits, or acquiesces in while acting in such his or her capacity as a director or officer of the Company, or, at the request of the Company, as a director, officer, employee or agent of the Company or while serving at the request of the Company as a director, trustee, officer, employee, member, manager or agent of another corporationcorporation (domestic or foreign, non-profit or for profit), limited liability company, partnership, joint venture, trust trust, or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 shall include include, without limitation damageslimitation, judgments, settlements and charges, costs, expenses, expenses of investigation and expenses of defense of legal actions, suits, proceedings or claims and appeals therefromfines, and expenses amounts paid in settlement and any and all Expenses actually and reasonably incurred by the Indemnitee in connection therewith including any appeal of appeal, attachment or similar bondsfrom any judgment or decision; provided, however, that the Company shall not be obligated under this Section 3(a) 3 to make any payment in connection with any claim against the Indemnitee:

Additional Indemnification. (a) Pursuant to Section 565 145(f) of the BCAGCL, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof, the ArticlesCertificate, the By-LawsBylaws, the BCAGCL, any policy of insurance or otherwise, but subject to the limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by Section 3(a4(a) hereof, the Company shall indemnify the Indemnitee against any amount which the Indemnitee he is or becomes legally obligated to pay relating to or arising out of any claim made against the Indemnitee him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which the Indemnitee he commits, suffers, permits or acquiesces in while acting in such his capacity as a director or officer of the Company, or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 shall include include, without limitation limitation, damages, judgments, settlements and charges, costs, expenses, expenses of investigation and expenses of defense of legal actions, suits, proceedings or claims and appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, however that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Indemnitee:

Additional Indemnification. (a) Pursuant to Section 565 14A:3-5 of the BCACorporation Act, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof2, the ArticlesCertificate, the By-Laws, the BCACorporation Act, any policy of insurance or otherwise, but subject to the limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by Section 3(a) hereof), the Company shall indemnify the Indemnitee against any amount which the Indemnitee he is or becomes legally obligated to pay relating to or arising out of any claim made against the Indemnitee him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which the Indemnitee he commits, suffers, permits or acquiesces in while acting in such his capacity as a director or an executive officer of the Company, or, at the request of the Company, as a director, officer, trustee, employee or agent of another corporation, corporations partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 shall include without limitation damages, judgments, settlements and charges, costs, expenses, expenses of investigation and expenses of defense of legal actions, suits, proceedings or claims and appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Indemnitee:Indemnitee if a judgment or other final adjudication adverse to the Indemnitee establishes that his acts or omissions (i) were in breach of his duty of loyalty to the Company or the Stockholders, (ii) were not in good faith or involved a knowing violation of law, or (iii) resulted in receipt by the Indemnitee of an improper personal benefit. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be required to, be made in accordance with Section 4(a). If that determination is so made, it shall be binding upon the Company and the Indemnitee for all, purposes.

Additional Indemnification. (a) Pursuant to Section 565 14A:3-5 of the BCACorporation Act, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof2, the ArticlesCertificate, the By-Laws, the BCACorporation Act, any policy of insurance or otherwise, but subject to the limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by Section 3(a) hereof), the Company shall indemnify the Indemnitee against any amount which the Indemnitee he is or becomes legally obligated to pay relating to or arising out of any claim made against the Indemnitee him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which the Indemnitee he commits, suffers, permits or acquiesces in while acting in such his capacity as a director or officer [director] [executive officer] of the Company, or, at the request of the Company, as a director, officer, trustee, employee or agent of another corporation, corporations partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 shall include without limitation damages, judgments, settlements and charges, costs, expenses, expenses of investigation and expenses of defense of legal actions, suits, proceedings or claims and appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Indemnitee:Indemnitee if a judgment or other final adjudication adverse to the Indemnitee establishes that his acts or omissions (i) were in breach of his duty of loyalty to the Company or the Stockholders, (ii) were not in good faith or involved a knowing violation of law, or (iii) resulted in receipt by the Indemnitee of an improper personal benefit. The determination of whether the Indemnitee shall be entitled to indemnification under this

Additional Indemnification. (a) Pursuant to Section 565 145(f) of the BCADGCL, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof, the ArticlesCertificate, the By-LawsBylaws, the BCADGCL, any policy of insurance or otherwise, but subject to the limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by this Section 3(a) hereof), the Company shall indemnify the Indemnitee against any amount which the Indemnitee he is or becomes legally obligated to pay relating to or arising out of any claim made against the Indemnitee him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which the Indemnitee he commits, suffers, permits or acquiesces in while acting in such his capacity as a director or officer of the Company, or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 shall include without limitation damages, judgments, settlements and charges, costs, expenses, expenses of investigation and expenses of defense of legal actions, suits, proceedings or claims and appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Indemnitee:

Additional Indemnification. (a) Pursuant to Section 565 Article 2.02-1 of the BCATBCA, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof, the ArticlesCertificate, the By-LawsBylaws, the BCATBCA, any policy of insurance or otherwise, but subject to the limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by Section 3(a) hereof, the Company shall indemnify the Indemnitee against any amount which the Indemnitee he is or becomes legally obligated to pay relating to or arising out of any claim made against the Indemnitee him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which the Indemnitee he commits, suffers, permits or acquiesces in while acting in such his capacity as a director or officer [director] [officer] of the Company, or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments which the Company Company's is obligated to make pursuant to this Section 3 shall include without limitation damages, judgments, settlements and charges, costs, expenses, expenses of investigation and expenses of defense of legal actions, suits, proceedings or claims and appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Indemnitee:Indemnitee to the extent (i) of any fine or similar governmental imposition which the Company is prohibited by applicable law from paying which results in a final, nonappealable order or (ii) based upon or attributable to the Indemnitee gaining in fact a personal profit to which he was not legally entitled, including without limitation profits made from the purchase and sale by the Indemnitee of equity securities of the Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and profits arising from transactions in publicly traded securities of the Company which were effected by the Indemnitee in violation of Section 10(b) of the Exchange Act, including Rule 10b-5 promulgated thereunder. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be required to be, made in accordance with Section 4(a) hereof. If that determination is so made, it shall be binding upon the Company and the Indemnitee for all purposes.

Additional Indemnification. (a) Pursuant to Section 565 145(f) of the BCADGCL, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof, the ArticlesCertificate, the By-LawsBylaws, the BCADGCL, any policy of insurance or otherwise, but subject to the limitations on the maximum permissible indemnity which that may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by Section 3(a) hereof, the Company shall indemnify the Indemnitee against any amount which the Indemnitee that he is or becomes legally obligated to pay relating to or arising out of any claim made against the Indemnitee him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which the Indemnitee he commits, suffers, permits or acquiesces in while acting in such his capacity as a director or officer of the Company, or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments which that the Company is obligated to make pursuant to this Section 3 shall include without limitation damages, judgments, settlements and charges, costs, expenses, expenses of investigation and expenses of defense of legal actions, suits, proceedings or claims and appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Indemnitee:Indemnitee to the extent (i) of any fine or similar governmental imposition that the Company is prohibited by applicable law from paying that results in a final, nonappealable order, or (ii) based upon or attributable to the Indemnitee gaining in fact a personal profit to which he was not legally entitled, including without limitation profits made from the purchase and sale by the Indemnitee of equity securities of the Company that are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and profits arising from transactions in publicly traded securities of the Company that were effected by the Indemnitee in violation of Section 10(b) of the Exchange Act, including Rule 10b-5 promulgated thereunder. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be required to be, made in accordance with Section 4(a) hereof. If that determination is so made, it shall be binding upon the Company and the Indemnitee for all purposes.

Additional Indemnification. (a) Pursuant to Section 565 14A:3-5 of the BCACorporation Act, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof2, the ArticlesCertificate, the By-Laws, the BCACorporation Act, any policy of insurance or otherwise, but subject to the limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by Section 3(a) hereof), the Company shall indemnify the Indemnitee against any amount which the Indemnitee she is or becomes legally obligated to pay relating to or arising out of any claim made against the Indemnitee her because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which the Indemnitee she commits, suffers, permits or acquiesces in while acting in such her capacity as a director or an executive officer of the Company, or, at the request of the Company, as a director. officer, officertrustee, employee or agent of another corporation, corporations partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 shall include without limitation damages, judgments, settlements and charges, costs, expenses, expenses of investigation and expenses of defense of legal actions, suits, proceedings or claims and appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Indemnitee:Indemnitee if a judgment or other final adjudication adverse to the Indemnitee establishes that her acts or omissions (i) were in breach of her duty of loyalty to the Company or the Stockholders, (ii) were not in good faith or involved a knowing violation of law, or (iii) resulted in receipt by the Indemnitee of an improper personal benefit. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be required to, be made in accordance with Section 4(a). If that determination is so made, it shall be binding upon the Company and the Indemnitee for all, purposes.

Additional Indemnification. (a) Pursuant to Section 565 145(f) of the BCADGCL, without limiting any right which the Indemnitee may have pursuant to under Section 2 hereof, the Articles2, the By-Laws, the BCADGCL, any policy of insurance or otherwise, but subject to the limitations on the set forth in Section 2(f) and to any maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by this Section 3(a) hereof), the Company shall will indemnify the Indemnitee against any amount which the Indemnitee he or she is or becomes legally obligated to pay relating to or arising out of any claim made against the Indemnitee him or her because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, omission, misstatement or misleading statement, which the Indemnitee he or she commits, suffers, permits or acquiesces in while acting in such his or her capacity as a director or officer of the Company, or, at the request of the Company, as a director, officer, employee in an Authorized Capacity of or agent of another corporation, partnership, joint venture, trust or other enterprisefor Another Entity. The payments which the Company is obligated to make pursuant to this Section 3 shall will include without limitation damages, judgments, settlements fines, amounts paid in settlement and reasonable charges, costs, costs and expenses, including expenses of investigation investigation, preparation, defense and expenses settlement of defense of legal actions, suits, proceedings or claims and appeals therefrom, Proceedings and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall will not be obligated under this Section 3(a) to make any payment in connection with any claim against the Indemnitee:

Additional Indemnification. (a) Pursuant to Section 565 14A:3-5 of the BCACorporation Act, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof2, the ArticlesCertificate, the By-Laws, the BCACorporation Act, any policy of insurance or otherwise, but subject to the limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by Section 3(a) hereof), the Company shall indemnify the Indemnitee against any amount which the Indemnitee she is or becomes legally obligated to pay relating to or arising out of any claim made against the Indemnitee her because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which the Indemnitee she commits, suffers, permits or acquiesces in while acting in such her capacity as a director or an executive officer of the Company, or, at the request of the Company, as a director, officer, trustee, employee or agent of another corporation, corporations partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 shall include without limitation damages, judgments, settlements and charges, costs, expenses, expenses of investigation and expenses of defense of legal actions, suits, proceedings or claims and appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Indemnitee:Indemnitee if a judgment or other final adjudication adverse to the Indemnitee establishes that her acts or omissions (i) were in breach of her duty of loyalty to the Company or the Stockholders, (ii) were not in good faith or involved a knowing violation of law, or (iii) resulted in receipt by the Indemnitee of an improper personal benefit. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be required to, be made in accordance with Section 4(a). If that determination is so made it shall be binding upon the Company and the Indemnitee for all purposes.

Additional Indemnification. (a) Pursuant to Section 565 of the BCA, without Without limiting any right which the Indemnitee may have pursuant to Section 2 hereof, the ArticlesCharter, the By-Laws, the BCADGCL, any policy of insurance or otherwise, but subject to the limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by Section 3(a) hereof, the Company shall indemnify the Indemnitee against any amount which the Indemnitee he is or becomes legally obligated to pay relating to or arising out of any claim made against the Indemnitee him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which the Indemnitee he commits, suffers, permits or acquiesces in while acting in such his capacity as a director or and officer of the Company, or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 shall include without limitation damages, judgments, settlements liabilities, amounts paid as settlements, costs and charges, costs, expenses, expenses of investigation and expenses of defense of legal actions, suits, suits or proceedings or claims and appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Indemnitee:

Additional Indemnification. (a) Pursuant to Section 565 of the BCA, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof, the Articles, the By-Laws, the BCA, any policy of insurance or otherwise, but subject to the limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by Section 3(a) hereof, the Company DTE Energy shall indemnify the Indemnitee against any amount which the Indemnitee is or becomes legally obligated to pay relating to or arising out of any claim made against the Indemnitee because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which the Indemnitee commits, suffers, permits or acquiesces in while acting in such capacity as a an officer or director or officer of the CompanyDTE Energy, or, at the request of the CompanyDTE Energy, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments which the Company DTE Energy is obligated to make pursuant to this Section 3 shall include without limitation damages, judgments, settlements and charges, costs, expenses, expenses of investigation and expenses of defense of legal actions, suits, proceedings or claims and appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Indemnitee:,

Additional Indemnification. (a) Pursuant to Section 565 14A:3-5 of the BCACorporation Act, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof2, the ArticlesCertificate, the By-Laws, the BCACorporation Act, any policy of insurance or otherwise, but subject to the limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by Section 3(a) hereof), the Company shall indemnify the Indemnitee against any amount which the Indemnitee he is or becomes legally obligated to pay relating to or arising out of any claim made against the Indemnitee him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which the Indemnitee he commits, suffers, permits or acquiesces in while acting in such his capacity as a director or an executive officer of the Company, or, at the request of the Company, as a director, officer, trustee, employee or agent of another corporation, corporations partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 shall include without limitation damages, judgments, settlements and charges, costs, expenses, expenses of investigation and expenses of defense of legal actions, suits, proceedings or claims and appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Indemnitee:Indemnitee if a judgment or other final adjudication adverse to the Indemnitee establishes that his acts or omissions (i) were in breach of his duty of loyalty to the Company or the Stockholders, (ii) were not in good faith or involved a knowing violation of law, or (iii) resulted in receipt by the Indemnitee of an improper personal benefit. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be required to be made in accordance with Section 4(a). If that determination is so made, it shall be binding upon the Company and the Indemnitee for all purposes.

Additional Indemnification. (a) Pursuant to Section 565 of the BCA, without Without limiting any right which that the Indemnitee may have pursuant to Section 2 hereof, the ArticlesCharter, the By-Laws, the BCADGCL, any policy of insurance or otherwise, but subject to the limitations on the maximum permissible indemnity which that may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by Section 3(a) hereof, the Company shall indemnify the Indemnitee against any amount which the Indemnitee that he is or becomes legally obligated to pay relating to or arising out of any claim made against the Indemnitee him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which the Indemnitee he commits, suffers, permits or acquiesces in while acting in such his capacity as a director or officer [and/or officer] of the Company, or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments which that the Company is obligated to make pursuant to this Section 3 shall include without limitation damages, judgments, settlements liabilities, amounts paid as settlements, costs and charges, costs, expenses, expenses of investigation and expenses of defense of legal actions, suits, suits or proceedings or claims and appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Indemnitee:

Additional Indemnification. (a) Pursuant to Section 565 14A:3-5 of the BCACorporation Act, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof2, the ArticlesCertificate, the By-Laws, the BCACorporation Act, any policy of insurance or otherwise, but subject to the limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by Section 3(a) hereof), the Company shall indemnify the Indemnitee against any amount which the Indemnitee he is or becomes legally obligated to pay relating to or arising out of any claim made against the Indemnitee him, because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which the Indemnitee he commits, suffers, permits or acquiesces in while acting in such his capacity as a director or officer of the Company, or, at the request of the Company, as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 shall include without limitation damages, judgments, settlements and charges, costs, expenses, damages, judgments, settlements and charges, costs, expenses, expenses of investigation and expenses of defense of legal actions, suits, proceedings or claims and appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Indemnitee:Indemnitee if a judgment or other final adjudication adverse to the Indemnitee establishes that his acts or omissions (i) were in breach of his duty of loyalty to the Company or the Stockholders, (ii) were not in good faith or involved a knowing violation of law, or (iii) resulted in receipt by the Indemnitee of an improper personal benefit. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be required to, be made in accordance with Section 4(a). If that determination is so made, it shall be binding upon the Company and the Indemnitee for all purposes. (b) Expenses (including without limitation attorneys’and others’fees and expenses) incurred by Indemnitee in defending any actual or threatened civil or criminal action, suit, proceeding or claim, shall be paid by the Company in advance of the final disposition thereof as authorized in accordance with Section 4(b). 4.

Additional Indemnification. (a) Pursuant to Section 565 12:83E of the BCALBCL, without limiting any right which the Indemnitee may have pursuant to under Section 2 hereof2, the Articles, the By-Laws, the BCALBCL, any policy of insurance or otherwise, but subject to the limitations on the set forth in Section 2(f) and to any maximum permissible indemnity which that may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by this Section 3(a) hereof), the Company shall will indemnify the Indemnitee against any amount which the Indemnitee he or she is or becomes legally obligated to pay relating to or arising out of any claim made against the Indemnitee him or her because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, omission, misstatement or misleading statement, which the Indemnitee he or she commits, suffers, permits or acquiesces 3 in while acting in such his or her capacity as a director or officer of the Company, or, at the request of the Company, as a director, officer, employee in an Authorized Capacity of or agent of another corporation, partnership, joint venture, trust or other enterprisefor Another Entity. The payments which the Company is obligated to make pursuant to this Section 3 shall will include without limitation damages, judgments, settlements amounts paid in settlement, fines and reasonable charges, costs, expenses, including attorneys' fees, expenses of investigation investigation, preparation, defense and expenses settlement of defense of legal actions, suits, proceedings or claims and appeals therefromProceedings, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall will not be obligated under this Section 3(a) to make any payment in connection with any claim against the Indemnitee:

Additional Indemnification. (a) Pursuant to Section 565 14A:3-5 of the BCACorporation Act, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof2, the ArticlesCertificate, the By-Laws, the BCACorporation Act, any policy of insurance or otherwise, but subject to the limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by Section 3(a) hereof), the Company shall indemnify the Indemnitee against any amount which the Indemnitee she is or becomes legally obligated to pay relating to or arising out of any claim made against the Indemnitee her because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which the Indemnitee she commits, suffers, permits or acquiesces in while acting in such her capacity as a director or an executive officer of the Company, or, at the request of the Company, as a director, officer, trustee, employee or agent of another corporation, corporations partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 shall include without limitation damages, judgments, settlements and charges, costs, expenses, expenses of investigation and expenses of defense of legal actions, suits, proceedings or claims and appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Indemnitee:Indemnitee if a judgment or other final adjudication adverse to the Indemnitee establishes that her acts or omissions (i) were in breach of her duty of loyalty to the Company or the Stockholders, (ii) were not in good faith or involved a knowing violation of law, or (iii) resulted in receipt by the Indemnitee of an improper personal benefit. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be required to, be made in accordance with Section 4(a). If that determination is so made, it shall be binding upon the Company and the Indemnitee for all, purposes.

Additional Indemnification. (a) Pursuant to Section 565 145(f) of the BCADGCL, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof, the ArticlesCertificate, the By-LawsBylaws, the BCADGCL, any policy of insurance or otherwise, but subject to the limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by Section 3(a) hereof, the Company shall indemnify the Indemnitee against any amount which the Indemnitee he is or becomes legally obligated to pay relating to or arising out of any claim made against the Indemnitee him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which the Indemnitee he commits, suffers, permits or acquiesces in while acting in such his capacity as a director or officer of the Company, or, at the written request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, in any such case owned or controlled by the Company. The payments which the Company is obligated to make pursuant to this Section 3 shall include without limitation damages, judgments, settlements and charges, costs, expenses, expenses of investigation and expenses of defense of legal actions, suits, proceedings or claims and appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Indemnitee:

Additional Indemnification. (a) Pursuant to Section 565 14A:3-5 of the BCACorporation Act, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof2, the ArticlesCertificate, the By-Laws, the BCACorporation Act, any policy of insurance or otherwise, but subject to the limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by Section 3(a) hereofhereunder, the Company shall indemnify the Indemnitee against any amount which the Indemnitee he is or becomes legally obligated to pay relating to or arising out of any claim made against the Indemnitee him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which the Indemnitee he commits, suffers, permits or acquiesces in while acting in such his capacity as a director or officer [officer] [director] of the Company, or, at the request of the Company, as a director, officer, trustee, employee or agent of another corporation, corporations partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 shall include without limitation damages, judgments, settlements and charges, costs, expenses, expenses of investigation and expenses of defense of legal actions, suits, proceedings or claims and appeals therefrom, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Indemnitee:Indemnitee if a judgment or other final adjudication adverse to the Indemnitee establishes that his acts or omissions (i) were in breach of his duty of loyalty to the Company or the Stockholders, (ii) were not in good faith or involved a knowing violation of law, or (iii) resulted in receipt by the Indemnitee of an improper personal benefit. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 3(a) may be, but shall not be required to, be made in accordance with Section 4(a). If that determination is so made, it shall be binding upon the Company and the Indemnitee for all purposes.

Additional Indemnification. (a) Pursuant to Section 565 12:83E of the BCALBCL, without limiting any right which the Indemnitee may have pursuant to under Section 2 hereof2, the Articles, the By-Laws, the BCALBCL, any policy of insurance or otherwise, but subject to the limitations on the set forth in Section 2(f) and to any maximum permissible indemnity which that may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by this Section 3(a) hereof), the Company shall will indemnify the Indemnitee against any amount which the Indemnitee he is or becomes legally obligated to pay relating to or arising out of any claim made against the Indemnitee him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, omission, misstatement or misleading statement, which the Indemnitee he commits, suffers, permits or acquiesces in while acting in such his capacity as a director or officer of the Company, or, at the request of the Company, as a director, officer, employee in an Authorized Capacity of or agent of another corporation, partnership, joint venture, trust or other enterprisefor Another Entity. The payments which the Company is obligated to make pursuant to this Section 3 shall will include without limitation damages, judgments, settlements amounts paid in settlement, fines and reasonable charges, costs, expenses, including attorneys’ fees, expenses of investigation investigation, preparation, defense and expenses settlement of defense of legal actions, suits, proceedings or claims and appeals therefromProceedings, and expenses of appeal, attachment or similar bonds; provided, however, that the Company shall will not be obligated under this Section 3(a) to make any payment in connection with any claim against the Indemnitee: