Common use of Additional Indemnity Clause in Contracts

Additional Indemnity. (a) In addition to, and without regard to any limitations on, the indemnification provided for in Section 2 hereof, the Company shall and hereby does indemnify and hold harmless Indemnitee, to the fullest extent permitted by applicable law, against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 7 and 8 hereof) to be unlawful under North Carolina law. (b) For the purposes of Section 2(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to: (i) to the fullest extent permitted by the provision of the NCBCA that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the NCBCA, and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the NCBCA adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnity. (a) In addition to, and without regard to any limitations on, the indemnification provided for in Section 2 1 hereof, the Company shall and hereby does indemnify and hold harmless Indemnitee, to the fullest extent permitted by applicable law, against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 and 8 hereof) to be unlawful under North Carolina Delaware law. (b) For the purposes of Section 2(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to: (i) to the fullest extent permitted by the provision of the NCBCA DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the NCBCADGCL, and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the NCBCA DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnity. (a) In addition to, and without regard to any limitations on, the indemnification provided for in Section 2 hereofof this Agreement, and subject to the other provisions of this Agreement, the Company shall shall, and hereby does indemnify and hold harmless Indemnitee, to the fullest extent permitted by applicable law, Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee or on the Indemnitee’s 's behalf if, by reason of Indemnitee’s 's Corporate StatusStatus or otherwise, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon , to the Company’s obligations pursuant fullest extent permitted by applicable law (as finally determined under the procedures, and subject to this Agreement shall be that the presumptions, set forth in Section 7 and Section 8 hereof); provided, however, the Company shall not have no obligation to indemnify the Indemnitee's Expenses in respect of any claim, issue or matter in any Proceeding as to which it shall be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections Section 7 and Section 8 hereof) to be unlawful under North Carolina law. (b) For the purposes of Section 2(a), that the meaning of the phrase “Indemnitee is liable to the fullest extent permitted by applicable law” shall includeCompany as a result of any fraud or dishonesty on the part of Indemnitee. Notwithstanding any other provision of this Agreement, but not be limited to: (i) to the fullest extent permitted that the Indemnitee is, by the provision reason of the NCBCA that authorizes or contemplates additional indemnification by agreementhis Corporate Status, or the corresponding provision of a witness in any amendment to or replacement of the NCBCA, and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the NCBCA adopted after the date of this Agreement that increase the extent Proceeding to which the Indemnitee is not a corporation may indemnify its officers and directorsparty, he or she shall be indemnified against all Expenses actually incurred by him or her or on his or her behalf in connection therewith.

Additional Indemnity. (a) In addition to, and without regard to any limitations on, the indemnification provided for in Section 2 hereof4 of this Agreement, the Company shall and hereby does indemnify and hold harmless IndemniteePDMI shall, to the fullest extent permitted by applicable lawLaw, and hereby do agree to indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement Indemnifiable Costs as they are actually and reasonably incurred by Indemnitee or on the Indemnitee’s behalf , if, by reason of Indemnitee’s his Corporate Status, Indemnitee is, or he is threatened to be made, a party to or participant in any Proceeding Claim (including a Proceeding Claim by or in the right of the Company), including, without limitation, all liability arising out PDMI or any member of the negligence or active or passive wrongdoing of IndemniteeGroup). The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 7 and 8 hereof) to be unlawful under North Carolina law. (b) For the purposes of Section 2(a), the meaning of the phrase “to the fullest extent permitted by applicable lawLaw” shall include, but not be limited to: , (ia) to the fullest extent permitted by Article 10.2 of the Articles of Association of the Company, Article 13 of the Certificate of Incorporation of PDMI, and any provision of the NCBCA Law that authorizes or contemplates permits additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of such provision of the NCBCALaw, and and (iib) to the fullest extent authorized or permitted by any amendments to or replacements of provisions of the NCBCA adopted after the date of this Agreement Law that increase expand the extent to which a corporation public limited liability company (société anonyme) or corporation, as applicable, may indemnify its directors and officers. Any amendment or repeal of any provision of the Law that limits the rights of directors or officers to indemnification shall be deemed to have prospective effect only and directorsshall not limit or eliminate the rights of the Indemnitee hereunder with respect to any Claim involving any act, occurrence or omission, or alleged act, occurrence or omission that took place prior to the date of such amendment or repeal.

Additional Indemnity. (a) In addition to, and without regard to Notwithstanding any limitations on, the indemnification provided for limitation in Section 2 hereof1(a), (b) or (c), the Company shall and hereby does indemnify and hold harmless Indemnitee, Indemnitee to the fullest extent permitted by applicable law, law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or on behalf of the Company to procure a judgment in its favor) against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf ifin connection with the Proceeding; provided that, indemnification of Indemnitee shall be made by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or the Company only as authorized in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist specific case upon the Company’s obligations pursuant to this Agreement shall be a determination that the Company shall not be obligated to make any payment to indemnification of Indemnitee that is finally determined (proper under the procedures, and subject to circumstances because Indemnitee met the presumptions, set forth in Sections 7 and 8 hereof) to be unlawful under North Carolina law. (b) applicable standard of conduct. For the purposes of this Section 2(a1(d), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to: (i) to the fullest extent permitted by the provision provisions of the NCBCA DGCL that authorizes authorize or contemplates contemplate additional indemnification by agreement, agreement (or the corresponding provision of any amendment to or replacement successor or substitute provision of the NCBCA, DGCL); and (ii) to the fullest extent authorized or permitted by any amendments amendment to the DGCL or replacements of the NCBCA by any successor or substitute rule, law or provision adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its it officers and directors.

Additional Indemnity. (a) In addition to, and without regard to any limitations on, the indemnification provided for in Section 2 hereof1, the Company shall and hereby does indemnify and hold harmless Indemnitee, to the fullest extent permitted by applicable law, Indemnitee against all Expenses, judgments, penalties, fines Expenses and amounts Liabilities incurred or paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6, 7 and 8 20 hereof) to be unlawful under North Carolina Delaware law. (b) For [If any Fund Indemnitor is or was a party or is threatened to be made a party to or is otherwise involved in (including, without limitation, as a witness or responding to discovery) any Proceeding, and such Fund Indemnitor’s involvement in the purposes Proceeding arises from the Indemnitee’s Corporate Status, or from a Fund Indemnitor’s (or group of Section 2(aFund Indemnitors) financial interest (whether through equity, debt or otherwise) in or control or alleged control of the Company, then such Fund Indemnitor shall be entitled to all of the indemnification rights and remedies (including, without limitation, the advancement of Expenses), and shall to the meaning extent indemnified hereunder undertake the obligations, of the phrase “Indemnitee under this Agreement to the fullest same extent permitted by applicable law” shall include, but not be limited to: (i) to as the fullest extent permitted by Indemnitee. The Company and Indemnitee agree that the provision Fund Indemnitors are express third party beneficiaries of the NCBCA that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the NCBCA, and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the NCBCA adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directorsterms hereof.]

Additional Indemnity. (a) In addition to, and without regard to any limitations on, the indemnification provided for in Section 2 hereof1 of this Agreement but subject to the limitations on indemnification expressly set forth in this Section 2, the Company Company, to the fullest extent permitted by law, shall and hereby does indemnify and hold harmless Indemnitee, to the fullest extent permitted by applicable law, Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company)Proceeding, including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement Section 2, except as otherwise set forth in this Section 2, shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 and 8 hereof) to be unlawful under North Carolina law. (b) For the purposes of Section 2(a), the meaning of the phrase “unlawful. Notwithstanding anything in this Agreement to the fullest extent permitted by applicable law” contrary, Indemnitee shall include, but not be limited to: entitled to indemnification pursuant to this Agreement in connection with any Proceeding (i) initiated prior to a Change of Control (as hereinafter defined) by Indemnitee against the fullest extent permitted by the provision Company or any director or officer of the NCBCA that authorizes Company unless the Company has joined in or contemplates additional indemnification by agreementconsented to, authorized, or the corresponding provision of any amendment ratified such Proceeding, except to enforce rights under this Agreement; or replacement of the NCBCA, and (ii) on account of Indemnitee’s conduct that is finally determined (under the procedures, and subject to the fullest extent authorized presumptions, set forth in Section 6 and 7 hereof) to not be in good faith or permitted to be knowingly fraudulent or deliberately dishonest or to constitute willful misconduct; or (iii) that constitutes the purchase and sale by any amendments to Indemnitee of securities in violation of Section 16(b) of, or replacements Rule 10b-5 promulgated under, the Securities Exchange Act of 1934, as amended, or comparable state or foreign securities laws (the NCBCA adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors“Exchange Act”).

Additional Indemnity. (a) In addition to, and without regard to any limitations on, the indemnification provided for in Section 2 hereof1 of this Agreement but subject to the limitations on indemnification expressly set forth in this Section 2, the Company Company, to the fullest extent permitted by law, shall and hereby does indemnify and hold harmless Indemnitee, to the fullest extent permitted by applicable law, Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (including other than a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the gross negligence, negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement Section 2, except as otherwise set forth in this Section 2, shall be that the Company shall not be obligated to make any payment to Indemnitee that if it is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 hereof) that such payment is unlawful. Notwithstanding anything in this Agreement to the contrary, and 8 except as set forth in Section 1 and 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding (or part thereof) (i) initiated prior to a Change in Control (as defined in Section 11) by Indemnitee against the Company or any director or officer of the Company unless the Board of Directors of the Company has authorized joined such Proceeding (or part thereof) or the Proceeding is a Proceeding to enforce the Indemnitee’s right to indemnification pursuant to the rights to indemnification granted pursuant to the Constituent Documents or this Agreement; or (ii) on account of Indemnitee’s conduct that is finally determined (under the procedures and subject to the presumptions set forth in Section 6 and 7 hereof) to constitute bad faith or to be unlawful under North Carolina law. (b) For knowingly fraudulent or deliberately dishonest or to constitute willful misconduct; or that constitutes the purposes purchase and sale by Indemnitee of securities in violation of Section 2(a)16(b) of, or Rule 10b-5 promulgated under, the meaning Securities Exchange Act of 1934, as amended (the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to: (i) to the fullest extent permitted by the provision of the NCBCA that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the NCBCA, and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the NCBCA adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directorsExchange Act”).

Additional Indemnity. (a) In addition to, and without regard to any limitations on, the indemnification provided for in Section 2 hereof1, the Company shall and hereby does indemnify and hold harmless Indemnitee, to the fullest extent permitted by applicable law, Indemnitee against all Expenses, judgments, penalties, fines Expenses and amounts Liabilities incurred or paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the CompanyCompany or any Enterprise), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6, 7 and 8 20 hereof) to be unlawful under North Carolina lawthe Law. (b) For [If any Fund Indemnitor is or was a party or is threatened to be made a party to or is otherwise involved in (including, without limitation, as a witness or responding to discovery) any Proceeding, and such Fund Indemnitor’s involvement in the purposes Proceeding arises from the Indemnitee’s Corporate Status, or from such Fund Indemnitor’s financial interest (whether through equity, debt or otherwise) in or control or alleged control of Section 2(athe Company or any Enterprise, then such Fund Indemnitor shall be entitled to all of the indemnification rights and remedies (including, without limitation, the advancement of Expenses), and shall to the meaning extent indemnified hereunder undertake the obligations, of the phrase “Indemnitee under this Agreement to the fullest same extent permitted by applicable law” shall include, but not be limited to: (i) to as the fullest extent permitted by Indemnitee. The Company and Indemnitee agree that the provision Fund Indemnitors are express third party beneficiaries of the NCBCA that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the NCBCA, and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the NCBCA adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directorsterms hereof.]

Additional Indemnity. (a) In addition to, and without regard to any limitations on, the indemnification provided for in Section 2 1 hereof, the Company shall and hereby does indemnify and hold harmless Indemnitee, to the fullest extent permitted by applicable law, against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 and 8 hereof) to be unlawful under North Carolina Delaware law. (b) For the purposes of Section 2(a), the meaning of the phrase “"to the fullest extent permitted by applicable law” " shall include, but not be limited to: (i) to the fullest extent permitted by the provision of the NCBCA DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the NCBCADGCL, and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the NCBCA DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Additional Indemnity. (a) In addition to, and without regard to Notwithstanding any limitations on, the indemnification provided for limitation in Section 2 hereof1(a), (b) or (c), the Company shall and hereby does indemnify and hold harmless Indemnitee, Indemnitee to the fullest extent permitted by applicable law, law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or on behalf of the Company to procure a judgment in its favor) against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf ifin connection with the Proceeding; provided that, indemnification of Indemnitee shall be made by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or the Company only as authorized in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist specific case upon the Company’s obligations pursuant to this Agreement shall be a determination that the Company shall not be obligated to make any payment to indemnification of Indemnitee that is finally determined (proper under the procedures, and subject to circumstances because Indemnitee met the presumptions, set forth in Sections 7 and 8 hereof) to be unlawful under North Carolina law. (b) applicable standard of conduct. For the purposes of this Section 2(a1(d), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to: (i) to the fullest extent permitted by the provision provisions of the NCBCA CCC that authorizes authorize or contemplates contemplate additional indemnification by agreement, agreement (or the corresponding provision of any amendment to or replacement successor or substitute provision of the NCBCA, CCC); and (ii) to the fullest extent authorized or permitted by any amendments amendment to the CCC or replacements of the NCBCA by any successor or substitute rule, law or provision adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its it officers and directors.

Additional Indemnity. (a) In addition to, and without regard to Notwithstanding any limitations on, the indemnification provided for limitation in Section 2 hereof1(a), (b) or (c), the Company shall and hereby does indemnify and hold harmless Indemnitee, Indemnitee to the fullest extent permitted by applicable law, law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or on behalf of the Company to procure a judgment in its favor) against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf ifin connection with the Proceeding; provided that, indemnification of Indemnitee shall be made by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or the Company only as authorized in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist specific case upon the Company’s obligations pursuant to this Agreement shall be a determination that the Company shall not be obligated to make any payment to indemnification of Indemnitee that is finally determined (proper under the procedures, and subject to circumstances because Indemnitee met the presumptions, set forth in Sections 7 and 8 hereof) to be unlawful under North Carolina law. (b) applicable standard of conduct. For the purposes of this Section 2(a1(d), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to: (i) to the fullest extent permitted by the provision provisions of the NCBCA DGCL that authorizes authorize or contemplates contemplate additional indemnification by agreement, agreement (or the corresponding provision of any amendment to or replacement successor or substitute provision of the NCBCA, DGCL); and (ii) to the fullest extent authorized or permitted by any amendments amendment to the DGCL or replacements of the NCBCA by any successor or substitute rule, law or provision adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its it officers and directors.

Additional Indemnity. (a) In addition to, and without regard to Notwithstanding any limitations on, the indemnification provided for limitation in Section 2 hereof1(a), (b) or (c), the Company shall and hereby does indemnify and hold harmless Indemnitee, Indemnitee to the fullest extent permitted by applicable law, law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or on behalf of the Company to procure a judgment in its favor) against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf ifin connection with the Proceeding; provided that, indemnification of Indemnitee shall be made by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or the Company only as authorized in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist specific case upon the Company’s obligations pursuant to this Agreement shall be a determination that the Company shall not be obligated to make any payment to indemnification of Indemnitee that is finally determined (proper under the procedures, and subject to circumstances because Indemnitee met the presumptions, set forth in Sections 7 and 8 hereof) to be unlawful under North Carolina law. (b) applicable standard of conduct. For the purposes of this Section 2(a1(d), the meaning of the phrase “"to the fullest extent permitted by applicable law” " shall include, but not be limited to: (i) to the fullest extent permitted by the provision provisions of the NCBCA DGCL that authorizes authorize or contemplates contemplate additional indemnification by agreement, agreement (or the corresponding provision of any amendment to or replacement successor or substitute provision of the NCBCA, DGCL); and (ii) to the fullest extent authorized or permitted by any amendments amendment to the DGCL or replacements of the NCBCA by any successor or substitute rule, law or provision adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its it officers and directors.

Additional Indemnity. (a) In addition to, and without regard to any limitations on, the indemnification provided for in Section 2 hereof, the Company shall and hereby does indemnify and hold harmless Indemnitee, to the fullest extent permitted by applicable law, against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 7 and 8 hereof) to be unlawful under North Carolina Delaware law. (b) For the purposes of Section 2(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to: (i) to the fullest extent permitted by the provision of the NCBCA DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the NCBCADGCL, and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the NCBCA DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.