Common use of Additional Indemnity Clause in Contracts

Additional Indemnity. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject only to the exclusions set forth in Section 3 hereof, the Corporation further agrees to hold harmless and indemnify Indemnitee: (a) against any and all (i) expenses (including attorneys’ fees), retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, including any appeal thereof or related thereto (each, a “Proceeding”), or responding to, or objecting to, a request to provide discovery in any Proceeding, (ii) damages, judgments, fines and amounts paid in settlement and any other amounts that Indemnitee becomes legally obligated to pay (including any federal, state or local taxes imposed on Indemnitee as a result of receipt of reimbursements or advances of expenses under this Agreement) and (iii) the premium, security for, and other costs relating to any costs bond, supersedes bond, or other appeal bond or its equivalent, whether civil, criminal, arbitrational, administrative or investigative with respect to any Proceeding (items under clauses, (i), (ii) and (iii), collectively, the “Expenses”) actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, because of any claim or claims made against or by him in connection with any Proceeding, whether formal or informal (including an action by or in the right of the Corporation), to which Indemnitee is, was or at any time becomes a party or a witness, or is threatened to be made a party to, a participant in or a witness with respect to, by reason of the fact that Indemnitee is, was or at any time becomes a director or officer of the Corporation, or is or was serving or at any time serves at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise (“Corporate Status”); (b) against any and all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Corporation to procure a judgment in its favor; (c) against any and all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, if Indemnitee is, by reason of his or her Corporate Status, a witness in any Proceeding to which Indemnitee is not a party and is not threatened to be made a party; and (d) otherwise to the fullest extent as may be provided to Indemnitee by the Corporation under the nonexclusivity provisions of the NRS, the Charter and the Bylaws.

Additional Indemnity. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject only to the exclusions set forth in Section 3 hereof, the Corporation further agrees to hold harmless and indemnify Indemnitee: (a) against any and all (i) expenses (including attorneys’ fees), retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, including any appeal thereof or related thereto (each, a “Proceeding”), or responding to, or objecting to, a request to provide discovery in any Proceeding, (ii) damages, judgments, fines and amounts paid in settlement and any other amounts that Indemnitee becomes legally obligated to pay (including any federal, state or local taxes imposed on Indemnitee as a result of receipt of reimbursements or advances of expenses under this Agreement) and (iii) the premium, security for, and other costs relating to any costs bond, supersedes bond, or other appeal bond or its equivalent, whether civil, criminal, arbitrational, administrative or investigative with respect to any Proceeding (items under clauses, (i), (ii) and (iii), collectively, the “Expenses”) actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, because of any claim or claims made against or by him in connection with any Proceeding, whether formal or informal (including an action by or in the right of the Corporation), to which Indemnitee is, was or at any time becomes a party or a witness, or is threatened to be made a party to, a participant in or a witness with respect to, by reason of the fact that Indemnitee is, was or at any time becomes a director or officer of the Corporation, or is or was serving or at any time serves at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise (“Corporate Status”); (b) against any and all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Corporation to procure a judgment in its favor; (c) against any and all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, if Indemnitee is, by reason of his or her Corporate Status, a witness in any Proceeding to which Indemnitee is not a party and is not threatened to be made a party; and (d) otherwise to the fullest extent as may be provided to Indemnitee by the Corporation under the nonexclusivity non-exclusivity provisions of the NRSDGCL, the Charter and the Bylaws.

Additional Indemnity. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject only to the exclusions set forth in Section 3 hereof, the Corporation further agrees to hold harmless and indemnify Indemnitee: (a) against any and all (i) expenses (including attorneys’ fees), retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, including any appeal thereof or related thereto (each, a “Proceeding”), or responding to, or objecting to, a request to provide discovery in any Proceeding, (ii) damages, judgments, fines and amounts paid in settlement and any other amounts that Indemnitee becomes legally obligated to pay (including any federal, state or local taxes imposed on Indemnitee as a result of receipt of reimbursements or advances of expenses under this Agreement) and (iii) the premium, security for, and other costs relating to any costs bond, supersedes bond, or other appeal bond or its equivalent, whether civil, criminal, arbitrational, administrative or investigative with respect to any Proceeding (items under clauses, (i), (ii) and (iii), collectively, the “Expenses”) actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, because of any claim or claims made against or by him in connection with any Proceeding, whether formal or informal (including an action by or in the right of the Corporation), to which Indemnitee is, was or at any time becomes a party or a witness, or is threatened to be made a party to, a participant in or a witness with respect to, by reason of the fact that Indemnitee is, was or at any time becomes a director or officer of the Corporation, or is or was serving or at any time serves at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise (“Corporate Status”); (b) against any and all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Corporation to procure a judgment in its favor; (c) against any and all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, if Indemnitee is, by reason of his or her Corporate Status, a witness in any Proceeding to which Indemnitee is not a party and is not threatened to be made a party; and (d) otherwise to the fullest extent as may be provided to Indemnitee by the Corporation under the nonexclusivity non-exclusivity provisions of the NRS, the Charter and the Bylaws.

Additional Indemnity. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject only to the exclusions set forth in Section 3 hereofherein, the Corporation hereby further agrees to hold harmless and indemnify IndemniteeAgent: (a) against Against any and all (i) expenses (including attorneys’ ' fees), retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, including any appeal thereof or related thereto (each, a “Proceeding”), or responding to, or objecting to, a request to provide discovery in any Proceeding, (ii) damages, judgments, fines and amounts paid in settlement and any other amounts that Indemnitee Agent becomes legally obligated to pay (including any federal, state or local taxes imposed on Indemnitee as a result of receipt of reimbursements or advances of expenses under this Agreement) and (iii) the premium, security for, and other costs relating to any costs bond, supersedes bond, or other appeal bond or its equivalent, whether civil, criminal, arbitrational, administrative or investigative with respect to any Proceeding (items under clauses, (i), (ii) and (iii), collectively, the “Expenses”) actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, because of any claim or claims made against or by him in connection with any Proceedingthreatened, pending or completed action, suit or proceeding, whether formal civil, criminal, arbitrational, administrative or informal investigative (including an action by or in the right of the Corporation), ) to which Indemnitee Agent is, was or at any time becomes a party or a witnessparty, or is threatened to be made a party to, a participant in or a witness with respect toparty, by reason of the fact that Indemnitee Agent is or was at any time a director, officer, employee or other agent of the Corporation; and (b) Against any and all expenses (including attorneys' fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Agent becomes legally obligated to pay because of any claim or claims made against or by him in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational, administrative or investigative (including an action by or in the right of the Corporation) to which Agent is, was or at any time becomes a director or officer of the Corporation, or is or was serving or at any time serves at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise (“Corporate Status”); (b) against any and all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, if Indemnitee isparty, or is threatened to be mademade a party, by reason of Agent's resignation as a party to or a participant in any Proceeding by or in the right director of the Corporation to procure a judgment in its favor;and/or his execution, delivery and performance of this Agreement and the covenants contained herein; and (c) against any and all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, if Indemnitee is, by reason of his or her Corporate Status, a witness in any Proceeding to which Indemnitee is not a party and is not threatened to be made a party; and (d) otherwise Otherwise to the fullest extent legally permissible as may be provided to Indemnitee Agent by the Corporation under the nonexclusivity non-exclusivity provisions of the NRSCode, the Charter Articles and the Bylaws.

Additional Indemnity. In addition to to, and not in limitation of of, the indemnification otherwise provided for herein, and subject only to the exclusions set forth in Section 3 4 hereof, the Corporation Company hereby further agrees to hold harmless and indemnify Indemnitee: (a) Indemnitee against any and all Expenses (ias defined below) expenses (including attorneys’ fees), retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, including any appeal thereof or related thereto (each, a “Proceeding”), or responding to, or objecting to, a request to provide discovery in any Proceeding, (ii) damages, judgments, fines and amounts paid in settlement and any other amounts that Indemnitee becomes legally obligated to pay (including any federal, state or local taxes imposed on Indemnitee as a result of receipt of reimbursements or advances of expenses under this Agreement) and (iii) the premium, security for, and other costs relating to any costs bond, supersedes bond, or other appeal bond or its equivalent, whether civil, criminal, arbitrational, administrative or investigative with respect to any Proceeding (items under clauses, (i), (ii) and (iii), collectively, the “Expenses”) actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, because of any claim or claims made against or by him Indemnitee in connection with any Proceedingthreatened, pending or completed action, suit or proceeding whether formal or informal (including an action by or in the right of the Corporation)Company or otherwise and whether civil, criminal, legislative, arbitrational, administrative or investigative, and whether formal or informal including any appeal therefrom, to which Indemnitee is, was or at any time becomes a party party, potential party, or a witnessparticipant, including as a non-party witness or otherwise, or is threatened to be made a party to, a participant in or a witness with respect toparty, by reason of the fact that Indemnitee is, was or at any time becomes a director director, officer, employee or officer other agent of the CorporationCompany, or is or was serving serving, or at any time serves at the request of of, the Corporation Company or any Affiliate as a director director, officer, employee or officer other agent (including a trustee, partner or manager) of another corporation, limited liability company, partnership, joint venture, trust trust, employee benefit plan or other enterprise enterprise, including an Affiliate (“Corporate Status”collectively, a "Proceeding"); (b) against , in each case whether or not Indemnitee was serving in that capacity at the time any liability or Expense is incurred. The definition of "Proceeding" must be considered met if Indemnitee in good faith believes the situation might lead to or culminate in the institution of a Proceeding. "Expenses" mean all expenses, including attorneys' fees, witness fees, fees of experts, forensic consultants and all Expenses actually other professionals, retainers, court costs, travel expenses, photocopying, printing and reasonably binding costs, telephone charges, and any other cost, disbursement or expense customarily incurred by in connection with defending, prosecuting, preparing to prosecute or defend, investigating, being prepared to be a witness in, responding to a subpoena or other discovery request, or otherwise participating in, a Proceeding, damages, penalties, interest charges thereon, judgments, fines, and amounts paid in settlement, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, ERISA excise taxes and penalties imposed on Indemnitee, or on Indemnitee’s behalfcosts associated with any appeals, if Indemnitee isincluding without limitation the premium, security for, and other costs relating to any costs bond, supersedeas bond, or is threatened to be madeother appeal bond or its equivalent, a party to or a participant in and any Proceeding other amounts for time spent by or in the right of the Corporation to procure a judgment in its favor; (c) against any and all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, if Indemnitee is, by reason of his or her Corporate Status, a witness in any Proceeding to for which Indemnitee is not a compensated by the Company or any Affiliate or third party and for any period during which Indemnitee is not threatened to be made a party; and (d) otherwise to an agent, in the fullest extent as may be provided to Indemnitee by employment of, or providing services for compensation to, the Corporation under Company or any Affiliate. Without limiting the nonexclusivity provisions generality of the NRSforegoing, references to "serving at the Charter and request of the BylawsCompany as a director, officer, employee or agent" includes: (i) Indemnitee's performance of services for, on behalf of, or for the benefit of the Company or any Affiliate while Indemnitee is serving as a director, officer, employee or other agent of the Company or an Affiliate regardless of whether Indemnitee is at the time a director, officer or employee of the Company or the Affiliate for, on behalf of, or for the benefit of which Indemnitee performed services; or (ii) any service by Indemnitee that imposes duties on, involves services by, Indemnitee with respect to an employment benefit plan, its participants or beneficiaries, including as a deemed fiduciary thereto.

Additional Indemnity. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject only to the exclusions set forth in Section 3 hereof, the Corporation further agrees to hold harmless and indemnify IndemniteeAgent: (a) against any and all (i) expenses (including attorneys’ fees), retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, including any appeal thereof or related thereto (each, a “Proceeding”), or responding to, or objecting to, a request to provide discovery in any Proceeding, (ii) damages, judgments, fines and amounts paid in settlement and any other amounts that Indemnitee Agent becomes legally obligated to pay (including any federal, state or local taxes imposed on Indemnitee Agent as a result of receipt of reimbursements or advances of expenses under this Agreement) and (iii) the premium, security for, and other costs relating to any costs bond, supersedes bond, or other appeal bond or its equivalent, whether civil, criminal, arbitrational, administrative or investigative with respect to any Proceeding (items under clauses, (i), (ii) and (iii), collectively, the “Expenses”) actually and reasonably incurred by IndemniteeAgent, or on IndemniteeAgent’s behalf, because of any claim or claims made against or by him in connection with any Proceeding, whether formal or informal (including an action by or in the right of the Corporation), to which Indemnitee Agent is, was or at any time becomes a party or a witness, or is threatened to be made a party to, a participant in or a witness with respect to, by reason of the fact that Indemnitee Agent is, was or at any time becomes a director director, officer, employee or officer other agent of the Corporation, or is or was serving or at any time serves at the request of the Corporation as a director director, officer, employee or officer other agent of another corporation, partnership, joint venture, trust trust, employee benefit plan or other enterprise (“Corporate Status”); (b) against any and all Expenses actually and reasonably incurred by IndemniteeAgent, or on IndemniteeAgent’s behalf, if Indemnitee Agent is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Corporation to procure a judgment in its favor; (c) against any and all Expenses actually and reasonably incurred by IndemniteeAgent, or on IndemniteeAgent’s behalf, if Indemnitee Agent is, by reason of his or her Corporate Status, a witness in any Proceeding to which Indemnitee Agent is not a party and is not threatened to be made a party; and (d) otherwise to the fullest extent as may be provided to Indemnitee Agent by the Corporation under the nonexclusivity non-exclusivity provisions of the NRSDGCL, the Charter and the Bylaws.

Additional Indemnity. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject only to the exclusions set forth in Section 3 hereof, the Corporation further agrees to hold harmless and indemnify Indemnitee: (a) against any and all (i) expenses (including attorneys’ fees), retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, including any appeal thereof or related thereto (each, a “Proceeding”), or responding to, or objecting to, a request to provide discovery in any Proceeding, (ii) damages, judgments, fines and amounts paid in settlement and any other amounts that Indemnitee becomes legally obligated to pay (including any federal, state or local taxes imposed on Indemnitee as a result of receipt of reimbursements or advances of expenses under this Agreement) and (iii) the premium, security for, and other costs relating to any costs bond, supersedes bond, or other appeal bond or its equivalent, whether civil, criminal, arbitrational, administrative or investigative with respect to any Proceeding (items under clauses, (i), (ii) and (iii), collectively, the “Expenses”) actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, because of any claim or claims made against or by him in connection with any Proceeding, whether formal or informal (including an action by or in the right of the Corporation), to which Indemnitee is, was or at any time becomes a party or a witness, or is threatened to be made a party to, a participant in or a witness with respect to, by reason of the fact that Indemnitee is, was or at any time becomes a director or officer of the Corporation, or is or was serving or at any time serves at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise (“Corporate Status”); (b) against any and all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Corporation to procure a judgment in its favor; (c) against any and all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, if Indemnitee is, by reason of his or her Corporate Status, a witness in any Proceeding to which Indemnitee is not a party and is not threatened to be made a party; and (d) otherwise to the fullest extent as may be provided to Indemnitee by the Corporation under the nonexclusivity provisions of the NRSDGCL, the Charter and the Bylaws.

Additional Indemnity. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject only to the exclusions set forth in Section 3 4 hereof, the Corporation Company hereby further agrees to hold harmless and indemnify IndemniteeAgent: (a) against Against any and all Expenses (ias defined below) expenses (including attorneys’ fees), retainers, court costs, transcript costs, fees that Agent becomes legally obligated to pay because of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements any claim or expenses of the types customarily incurred claims made against or by Agent in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in any threatened, pending or completed action, suitsuit or proceeding, arbitrationwhether civil, alternate dispute resolution mechanismcriminal, investigation, inquiryarbitrational, administrative hearing or investigative, and whether formal or informal (including an action by or in the right of the Company), to which Agent is, was or at any other actual, threatened time becomes a party or completed proceedinga participant, including as a witness or otherwise, or is threatened to be made a party, by reason of the fact that Agent is, was or at any appeal thereof time becomes a director, officer, employee or related thereto other agent of the Company, or is or was serving or at any time serves at the request of the Company as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, including a subsidiary of the Company (eachcollectively, a “Proceeding”). The definition of Proceeding shall be considered met if Agent in good faith believes the situation might lead to the institution of a Proceeding. “Expenses” shall mean all expenses, or responding toincluding attorneys’ fees, or objecting towitness fees, a request to provide discovery in any Proceeding, (ii) damages, judgments, fines and amounts paid in settlement and any other amounts that Indemnitee becomes legally obligated to pay (including settlement, any federal, state state, local or local foreign taxes imposed on Indemnitee Agent as a result of the actual or deemed receipt of reimbursements or advances of expenses any payments under this Agreement) , ERISA excise taxes and (iii) penalties imposed on Agent, costs associated with any appeals, including without limitation the premium, security for, and other costs relating to any costs bond, supersedes bond, or other appeal bond or its equivalent, whether civiland any other amounts for time spent by Agent for which Agent is not compensated by the Company or any Affiliate or third party (i) for any period during which Agent is not an agent, criminalin the employment of, arbitrationalor providing services for compensation to, administrative the Company or investigative any Affiliate, and (ii) if the rate of compensation and the estimated time involved is approved by the members of the Company’s Board of Directors (the “Board”) who are not parties to any action with respect to any Proceeding (items under clauseswhich expenses are incurred, (i)for Agent while an agent of, (ii) and (iii), collectively, the “Expenses”) actually and reasonably incurred by Indemniteeemployed by, or on Indemnitee’s behalf, because of any claim or claims made against or by him in connection with any Proceeding, whether formal or informal (including an action by or in the right of the Corporation), to which Indemnitee is, was or at any time becomes a party or a witness, or is threatened to be made a party to, a participant in or a witness with respect to, by reason of the fact that Indemnitee is, was or at any time becomes a director or officer of the Corporation, or is or was serving or at any time serves at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise (“Corporate Status”); (b) against any and all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Corporation to procure a judgment in its favor; (c) against any and all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, if Indemnitee is, by reason of his or her Corporate Status, a witness in any Proceeding to which Indemnitee is not a party and is not threatened to be made a party; and (d) otherwise providing services for compensation to the fullest extent as may be provided to Indemnitee by the Corporation under the nonexclusivity provisions of the NRS, the Charter and the BylawsCompany or any Affiliate.

Additional Indemnity. In addition to to, and not in limitation of of, the indemnification otherwise provided for herein, and subject only to the exclusions set forth in Section 3 4 hereof, the Corporation Company hereby further agrees to hold harmless and indemnify Indemnitee: (a) Indemnitee against any and all Expenses (ias defined below) expenses (including attorneys’ fees), retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, including any appeal thereof or related thereto (each, a “Proceeding”), or responding to, or objecting to, a request to provide discovery in any Proceeding, (ii) damages, judgments, fines and amounts paid in settlement and any other amounts that Indemnitee becomes legally obligated to pay (including any federal, state or local taxes imposed on Indemnitee as a result of receipt of reimbursements or advances of expenses under this Agreement) and (iii) the premium, security for, and other costs relating to any costs bond, supersedes bond, or other appeal bond or its equivalent, whether civil, criminal, arbitrational, administrative or investigative with respect to any Proceeding (items under clauses, (i), (ii) and (iii), collectively, the “Expenses”) actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, because of any claim or claims made against or by him Indemnitee in connection with any Proceedingthreatened, pending or completed action, suit or proceeding whether formal or informal (including an action by or in the right of the Corporation)Company or otherwise and whether civil, criminal, legislative, arbitrational, administrative or investigative, and whether formal or informal including any appeal therefrom, to which Indemnitee is, was or at any time becomes a party party, potential party, or a witnessparticipant, including as a non-party witness or otherwise, or is threatened to be made a party to, a participant in or a witness with respect toparty, by reason of the fact that Indemnitee is, was or at any time becomes a director director, officer, employee or officer other agent of the CorporationCompany, or is or was serving serving, or at any time serves at the request of of, the Corporation Company or any Affiliate as a director director, officer, employee or officer other agent (including a trustee, partner or manager) of another corporation, limited liability company, partnership, joint venture, trust trust, employee benefit plan or other enterprise enterprise, including an Affiliate (collectively, a “Corporate StatusProceeding”); (b) against , in each case whether or not Indemnitee was serving in that capacity at the time any liability or Expense is incurred. The definition of “Proceeding” must be considered met if Indemnitee in good faith believes the situation might lead to or culminate in the institution of a Proceeding. “Expenses” mean all expenses, including attorneys’ fees, witness fees, fees of experts, forensic consultants and all Expenses actually other professionals, retainers, court costs, travel expenses, photocopying, printing and reasonably binding costs, telephone charges, and any other cost, disbursement or expense customarily incurred by in connection with defending, prosecuting, preparing to prosecute or defend, investigating, being prepared to be a witness in, responding to a subpoena or other discovery request, or otherwise participating in, a Proceeding, damages, penalties, interest charges thereon, judgments, fines, and amounts paid in settlement, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, ERISA excise taxes and penalties imposed on Indemnitee, or on Indemnitee’s behalfcosts associated with any appeals, if Indemnitee isincluding without limitation the premium, security for, and other costs relating to any costs bond, supersedeas bond, or is threatened to be madeother appeal bond or its equivalent, a party to or a participant in and any Proceeding other amounts for time spent by or in the right of the Corporation to procure a judgment in its favor; (c) against any and all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, if Indemnitee is, by reason of his or her Corporate Status, a witness in any Proceeding to for which Indemnitee is not a compensated by the Company or any Affiliate or third party and for any period during which Indemnitee is not threatened to be made a party; and (d) otherwise to an agent, in the fullest extent as may be provided to Indemnitee by employment of, or providing services for compensation to, the Corporation under Company or any Affiliate. Without limiting the nonexclusivity provisions generality of the NRSforegoing, references to “serving at the Charter and request of the BylawsCompany as a director, officer, employee or agent” includes: (i) Indemnitee’s performance of services for, on behalf of, or for the benefit of the Company or any Affiliate while Indemnitee is serving as a director, officer, employee or other agent of the Company or an Affiliate regardless of whether Indemnitee is at the time a director, officer or employee of the Company or the Affiliate for, on behalf of, or for the benefit of which Indemnitee performed services; or (ii) any service by Indemnitee that imposes duties on, involves services by, Indemnitee with respect to an employment benefit plan, its participants or beneficiaries, including as a deemed fiduciary thereto.

Additional Indemnity. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject only to the exclusions set forth in Section 3 hereof, the Corporation further agrees to hold harmless and indemnify Indemnitee: (a) against any and all (i) expenses (including attorneys’ fees), retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, including any appeal thereof or related thereto (each, a “Proceeding”), or responding to, or objecting to, a request to provide discovery in any Proceeding, (ii) damages, judgments, fines and amounts paid in settlement and any other amounts that Indemnitee becomes legally obligated to pay (including any federal, state or local taxes imposed on Indemnitee as a result of receipt of reimbursements or advances of expenses under this Agreement) and (iii) the premium, security for, and other costs relating to any costs bond, supersedes bond, or other appeal bond or its equivalent, whether civil, criminal, arbitrational, administrative or investigative with respect to any Proceeding (items under clauses, (i), (ii) and (iii), collectively, the “Expenses”) actually and reasonably incurred by IndemniteeXxxxxxxxxx, or on Indemnitee’s behalf, because of any claim or claims made against or by him in connection with any Proceeding, whether formal or informal (including an action by or in the right of the Corporation), to which Indemnitee is, was or at any time becomes a party or a witness, or is threatened to be made a party to, a participant in or a witness with respect to, by reason of the fact that Indemnitee is, was or at any time becomes a director or officer of the Corporation, or is or was serving or at any time serves at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise (“Corporate Status”); (b) against any and all Expenses actually and reasonably incurred by IndemniteeXxxxxxxxxx, or on Indemnitee’s behalf, if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Corporation to procure a judgment in its favor; (c) against any and all Expenses actually and reasonably incurred by IndemniteeXxxxxxxxxx, or on Indemnitee’s behalf, if Indemnitee is, by reason of his or her Corporate Status, a witness in any Proceeding to which Indemnitee Xxxxxxxxxx is not a party and is not threatened to be made a party; and (d) otherwise to the fullest extent as may be provided to Indemnitee by the Corporation under the nonexclusivity non-exclusivity provisions of the NRS, the Charter and the Bylaws.

Additional Indemnity. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject Subject only to the exclusions set forth in Section 3 hereofof this Agreement, the Corporation Company hereby further agrees to hold harmless harmless, indemnify and indemnify defend Indemnitee: (a) against Against any and all (i) expenses (including fees for attorneys’ fees), retainersaccountants, private investigators, court costs, and transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, including any appeal thereof or related thereto (each, a “Proceeding”), or responding to, or objecting to, a request to provide discovery in any Proceeding, (ii) damages, judgmentswitnesses, fines and amounts paid in settlement and any other amounts that Indemnitee becomes legally obligated to pay (including settlement, any federal, state state, local or local foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of reimbursements or advances of expenses any payments under this Agreement) and (iii) , costs associated with appeals, including without limitation the premium, security for, for and other costs relating to any costs bond, supersedes bond, or other appeal bond or its equivalent, any other amounts for time spent by Indemnitee for with Indemnitee is not compensated by the Company for any Affiliate or third party, travel expenses and all other like disbursements or expenses reasonably incurred by or for Indemnitee), judgments damages, 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 judgment, fines, penalties, or amounts paid in settlement) actually and reasonably incurred by or for Indemnitee in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational, administrative or investigative with respect to any Proceeding (items under clauses, (i), (ii) and (iii), collectively, the “Expenses”) actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, because of any claim or claims made against or by him in connection with any Proceeding, whether formal or informal (including an action by or in the right of the Corporation), Company)(a "Covered Action") to which Indemnitee is, was or at any time becomes a party or a witness, or is threatened to be made a party to, a participant in or a witness with respect to, by reason of the fact that Indemnitee is, was or at any the time becomes a director or officer of the Corporationact or omission which is the subject matter of such Covered Action the Indemnitee is or was a director, officer, employee or agent of the Company, or is or was serving or at any time serves at the request of the Corporation Company as a director director, officer, employee or officer agent of another corporation, partnership, joint venture, trust or other enterprise (“Corporate Status”);enterprise; and (b) against any and all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Corporation to procure a judgment in its favor; (c) against any and all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, if Indemnitee is, by reason of his or her Corporate Status, a witness in any Proceeding to which Indemnitee is not a party and is not threatened to be made a party; and (d) otherwise Otherwise to the fullest extent as may be provided to Indemnitee by the Corporation Company under the nonexclusivity provisions Bylaws of the NRS, the Charter Company and the BylawsState Statute.

Additional Indemnity. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject only to the exclusions set forth in Section 3 hereof, the Corporation further agrees to hold harmless and indemnify IndemniteeAgent: (a) against any and all (i) expenses (including attorneys’ fees), retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, including any appeal thereof or related thereto (each, a “Proceeding”), or responding to, or objecting to, a request to provide discovery in any Proceeding, (ii) damages, judgments, fines and amounts paid in settlement and any other amounts that Indemnitee Agent becomes legally obligated to pay (including any federal, state or local taxes imposed on Indemnitee Agent as a result of receipt of reimbursements or advances of expenses under this Agreement) and (iii) the premium, security for, and other costs relating to any costs bond, supersedes bond, or other appeal bond or its equivalent, whether civil, criminal, arbitrational, administrative or investigative with respect to any Proceeding (items under clauses, (i), (ii) and (iii), collectively, the “Expenses”) actually and reasonably incurred by IndemniteeAgent, or on IndemniteeAgent’s behalf, because of any claim or claims made against or by him in connection with any Proceeding, whether formal or informal (including an action by or in the right of the Corporation), to which Indemnitee Agent is, was or at any time becomes a party or a witness, or is threatened to be made a party to, a participant in or a witness with respect to, by reason of the fact that Indemnitee Agent is, was or at any time becomes a director director, officer, employee or officer other agent of the Corporation, or is or was serving or at any time serves at the request of the Corporation as a director director, officer, employee or officer other agent of another corporation, partnership, joint venture, trust trust, employee benefit plan or other enterprise (“Corporate Status”); (b) against any and all Expenses actually and reasonably incurred by IndemniteeAgent, or on IndemniteeAgent’s behalf, if Indemnitee Agent is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Corporation to procure a judgment in its favor; (c) against any and all Expenses actually and reasonably incurred by IndemniteeAgent, or on IndemniteeAgent’s behalf, if Indemnitee Agent is, by reason of his or her Corporate Status, a witness in any Proceeding to which Indemnitee Agent is not a party and is not threatened to be made a party; and (d) otherwise to the fullest extent as may be provided to Indemnitee Agent by the Corporation under the nonexclusivity non-exclusivity provisions of the NRSDGCL, the Charter and the Bylaws.

Additional Indemnity. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject only to the exclusions set forth in Section 3 hereof4 of this Agreement, the Corporation Company hereby further agrees to hold harmless and indemnify IndemniteeAgent: (a) against Against any and all Expenses (ias defined below) expenses (including attorneys’ fees)actually and reasonably incurred by Agent, retainersor on Agent’s behalf, court costs, transcript costs, fees because of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements any claim or expenses of the types customarily incurred claims made against or by Agent in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanismprocess, investigation, inquiry, administrative hearing hearing, appeal or any other actual, threatened or completed other proceeding, whether civil, criminal, arbitrational, administrative or investigative, and whether formal or informal (including an action by or in the right of the Company), to which Agent is, was or at any appeal thereof time becomes a party or related thereto a participant (eachincluding a proceeding initiated by Agent pursuant to Section 9 of this Agreement to enforce Agent’s rights hereunder), including as a witness or otherwise, or is threatened to be made a party, potential party, non-party witness or otherwise by reason of the fact that Agent is, was or at any time becomes a director, officer, employee or other agent of the Company, or is or was serving or at any time serves at the request of the Company as a director (including as a member of any committee of the Board), officer, manager, partner, trustee, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, including an Affiliate (collectively, a “Proceeding”), in each case whether or responding tonot serving in such capacity at the time any Expense is incurred for which indemnification, reimbursement, or objecting toadvancement of expenses can be provided under this Agreement. The definition of Proceeding shall be considered met if Agent in good faith believes the situation might lead to the institution of a Proceeding. “Expenses” shall mean any and all fees, a request to provide discovery in any Proceedingcosts and expenses, including attorneys’ fees, disbursements and retainers, witness fees, private investigator fees, professional advisor fees (ii) including, without limitation, accountants and investment bankers), court costs, transcript costs, fees of experts, travel expenses, duplicating, printing and binding costs, telephone and fax transmission charges, postage, delivery services, secretarial services, damages, judgments, fines and amounts paid in settlement and any other amounts that Indemnitee becomes legally obligated to pay (including settlement, any federal, state state, local or local foreign taxes imposed on Indemnitee Agent as a result of the actual or deemed receipt of reimbursements or advances of expenses any payments under this Agreement) , excise taxes under the Employee Retirement Income Security Act of 1974, as amended, and (iii) penalties imposed on Agent, costs associated with any appeals, including without limitation the premium, security for, and other costs relating to any costs bond, supersedes bond, bond or other appeal bond or its equivalent, whether civil, criminal, arbitrational, administrative or investigative with respect to any Proceeding (items under clauses, (i), (ii) and (iii), collectively, the “Expenses”) actually and reasonably all other costs incurred by Indemnitee, or on Indemnitee’s behalf, because of any claim or claims made against or by him in connection with investigating, defending, being a witness or participating in (including on appeal), or preparing to defend, any Proceeding, whether formal including all interest, assessments and other charges paid or informal (including an action by payable in connection with or in the right respect of any of the Corporation)foregoing, to and any other amounts for time spent by Agent for which Indemnitee isAgent is not compensated by the Company or any Affiliate or third party. For purposes of Section 9 only, was “Expenses” also shall include any expenses included in the foregoing definition which are incurred by Agent in connection with the interpretation, enforcement or at any time becomes a party or a witness, or is threatened to be made a party to, a participant in or a witness with respect todefense of Agent’s rights under this Agreement, by reason litigation or otherwise. “Expenses,” however, shall not include amounts paid in settlement by Agent or the amount of the fact that Indemnitee is, was judgments or at any time becomes a director or officer of the Corporation, or is or was serving or at any time serves at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise (“Corporate Status”); (b) fines against any and all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Corporation to procure a judgment in its favor; (c) against any and all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, if Indemnitee is, by reason of his or her Corporate Status, a witness in any Proceeding to which Indemnitee is not a party and is not threatened to be made a party; and (d) otherwise to the fullest extent as may be provided to Indemnitee by the Corporation under the nonexclusivity provisions of the NRS, the Charter and the BylawsAgent.

Additional Indemnity. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject only to the exclusions set forth in Section 3 hereof, the Corporation further agrees to hold harmless and indemnify Indemnitee:Agent: 1 To be included if the Agent is affiliated with a fund or other entity that provides indemnification to the Agent. (a) against any and all (i) expenses (including attorneys’ fees), retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, including any appeal thereof or related thereto (each, a “Proceeding”), or responding to, or objecting to, a request to provide discovery in any Proceeding, (ii) damages, judgments, fines and amounts paid in settlement and any other amounts that Indemnitee Agent becomes legally obligated to pay (including any federal, state or local taxes imposed on Indemnitee Agent as a result of receipt of reimbursements or advances of expenses under this Agreement) and (iii) the premium, security for, and other costs relating to any costs bond, supersedes bond, or other appeal bond or its equivalent, whether civil, criminal, arbitrational, administrative or investigative with respect to any Proceeding (items under clauses, (i), (ii) and (iii), collectively, the “Expenses”) actually and reasonably incurred by IndemniteeAgent, or on IndemniteeAgent’s behalf, because of any claim or claims made against or by him in connection with any Proceeding, whether formal or informal (including an action by or in the right of the Corporation), to which Indemnitee Agent is, was or at any time becomes a party or a witness, or is threatened to be made a party to, a participant in or a witness with respect to, by reason of the fact that Indemnitee Agent is, was or at any time becomes a director director, officer, employee or officer other agent of the Corporation, or is or was serving or at any time serves at the request of the Corporation as a director director, officer, employee or officer other agent of another corporation, partnership, joint venture, trust trust, employee benefit plan or other enterprise (“Corporate Status”); (b) against any and all Expenses actually and reasonably incurred by IndemniteeAgent, or on IndemniteeAgent’s behalf, if Indemnitee Agent is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Corporation to procure a judgment in its favor; (c) against any and all Expenses actually and reasonably incurred by IndemniteeAgent, or on IndemniteeAgent’s behalf, if Indemnitee Agent is, by reason of his or her Corporate Status, a witness in any Proceeding to which Indemnitee Agent is not a party and is not threatened to be made a party; and (d) otherwise to the fullest extent as may be provided to Indemnitee Agent by the Corporation under the nonexclusivity non-exclusivity provisions of the NRSDGCL, the Charter and the Bylaws.

Additional Indemnity. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject only to the exclusions set forth in Section 3 hereof, the Corporation Fund further agrees to hold harmless and indemnify IndemniteeTrustee: (a) against any and all (i) expenses (including attorneys’ fees), retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, including any appeal thereof or related thereto (each, a “Proceeding”), or responding to, or objecting to, a request to provide discovery in any Proceeding, (ii) damages, judgments, fines and amounts paid in settlement and any other amounts that Indemnitee Trustee becomes legally obligated to pay (including any federal, state or local taxes imposed on Indemnitee Trustee as a result of receipt of reimbursements or advances of expenses under this Agreement) and (iii) the premium, security for, and other costs relating to any costs bond, supersedes bond, or other appeal bond or its equivalent, whether civil, criminal, arbitrational, administrative or investigative with respect to any Proceeding (items under clauses, (i), (ii) and (iii), collectively, the “Expenses”) actually and reasonably incurred by IndemniteeTrustee, or on IndemniteeTrustee’s behalf, because of any claim or claims made against or by him in connection with any Proceeding, whether formal or informal (including an action by or in the right of the CorporationFund), to which Indemnitee Trustee is, was or at any time becomes a party or a witness, or is threatened to be made a party to, a participant in or a witness with respect to, by reason of the fact that Indemnitee Trustee is, was or at any time becomes a director or officer trustee of the Corporation, or is or was serving or at any time serves at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise Fund (“Corporate Fund Status”); (b) against any and all Expenses actually and reasonably incurred by IndemniteeTrustee, or on IndemniteeTrustee’s behalf, if Indemnitee Trustee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Corporation Fund to procure a judgment in its favor; (c) against any and all Expenses actually and reasonably incurred by IndemniteeTrustee, or on IndemniteeTrustee’s behalf, if Indemnitee Trustee is, by reason of his or her Corporate Fund Status, a witness in any Proceeding to which Indemnitee Trustee is not a party and is not threatened to be made a party; and (d) otherwise to the fullest extent as may be provided to Indemnitee Trustee by the Corporation Fund under the nonexclusivity non-exclusivity provisions of the NRS, the Charter DSTA and the BylawsDeclaration of Trust.

Additional Indemnity. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject (a) Subject only to the exclusions set forth in Section 3 hereof, the Corporation Company hereby further agrees agrees, as an obligation which is independent and separate from its obligations with respect to indemnification and the advancement of expenses under the D&O insurance, the CCC and other applicable law, as now or hereinafter amended, Section 1 hereof and the Bylaws, as now or hereinafter may be amended from time to time in accordance with this Agreement, as the case may be, to promptly hold harmless and indemnify Indemnitee: (a) Indemnitee against any and all (i) costs, expenses (including including, without limitation, attorneys’ fees' and other professionals' fees and expenses, costs of investigation and costs of attachments and bonds), retainers, court costs, transcript costs, fees of experts, witness fees, travel expensesdisbursements, duplicating costsdecrees, printing and binding costsjudgments, telephone fines, penalties, assessments, losses, liabilities, charges, postageclaims, delivery service fees damages, interest, and amounts paid in settlement or otherwise actually incurred by Indemnitee and all other disbursements acts, omissions, neglect, breaches of duties, including, without limitation, any actual or expenses of the types customarily incurred alleged error or misstatement, in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing suit or any other actual, threatened or completed proceeding, including any appeal thereof or related thereto (each, a “Proceeding”), or responding to, or objecting to, a request to provide discovery in any Proceeding, (ii) damages, judgments, fines and amounts paid in settlement and any other amounts that Indemnitee becomes legally obligated to pay (including any federal, state or local taxes imposed on Indemnitee as a result of receipt of reimbursements or advances of expenses under this Agreement) and (iii) the premium, security for, and other costs relating to any costs bond, supersedes bond, or other appeal bond or its equivalent, whether civil, criminal, arbitrational, administrative or investigative with respect to any Proceeding (items under clauses, (i), (ii) and (iii), collectively, the “Expenses”) actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, because of any claim or claims made against or by him in connection with any Proceedingway of arbitration or other dispute resolution mechanism (including, whether formal or informal (including without limitation, an action by or in the right of the Corporation), Company and any appeal) to which Indemnitee is, was or at any time becomes a party party, a witness or a witnessotherwise involved with, or is threatened to be made a party toparty, a participant witness or otherwise involved with, in connection with, arising from or a witness with respect to, by reason of or relating to the fact that that, Indemnitee is, was or at any time becomes a director director, officer, employee or officer agent of the CorporationCompany or any subsidiary of the Company, or is or was serving or at any time serves at the request of the Corporation Company as a director director, officer, employee or officer agent of another corporation, partnership, joint venture, trust trust, employee benefit plan or other enterprise or is, was or at any becomes involved with the Company (“Corporate Status”for purposes of clarification, the above indemnification covers Indemnitee's involvement in actions, suits or proceedings commenced prior to May 3, 1999 or arising out of events occurring prior to May 3, 1999);; and (b) against any and all Expenses actually and reasonably incurred by The Company hereby further agrees that it shall not amend, modify or restate, directly or indirectly, its Articles of Incorporation or Bylaws, without Indemnitee's prior 2 written consent, or on Indemnitee’s behalf, if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by way which would have the effect of limiting indemnification or the advancement of expenses for officers, directors, employees and/or agents provided for in the right of Bylaws or the Corporation to procure a judgment in its favor;CCC, as now or hereinafter amended. (c) against any The Company hereby further agrees that it shall not amend or change its existing or future D&O insurance or permit it to expire or lapse or not be in effect or fail to pay premiums without Indemnitee's prior written consent, and all Expenses actually shall provide Indemnitee evidence of such D&O insurance coverage and reasonably incurred by payment of its premiums promptly, from time to time, upon request of Indemnitee, or on Indemnitee’s behalf, if Indemnitee is, by reason of his or her Corporate Status, a witness in any Proceeding to which Indemnitee is not a party and is not threatened to be made a party; and (d) otherwise to the fullest extent as may be provided to Indemnitee by the Corporation under the nonexclusivity provisions of the NRS, the Charter and the Bylaws.