Common use of Agreement to Indemnify Clause in Contracts

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as “Indemnifiable Expenses” and “Indemnifiable Liabilities,” respectively, and collectively as “Indemnifiable Amounts”). (b) Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses. (c) If Indemnitee, in connection with Indemnitee’s Corporate Status, is compelled or asked to be a witness in connection with any Proceeding but is not otherwise a Party or threatened to be made a party to such Proceeding, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section Sections 4(a) and 6 below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee’s 's Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as “"Indemnifiable Expenses” " and “"Indemnifiable Liabilities,” " respectively, and collectively as “"Indemnifiable Amounts”"). (b) Subject to the exceptions contained in Section Sections 4(b) and 6 below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s 's Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses. (c) If IndemniteeIn making any determination required to be made under Nevada law with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee submitted a request therefor in accordance with Section 5 of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with Indemnitee’s Corporate Statusthe making by any person, is compelled persons or asked entity of any determination contrary to be a witness in connection with any Proceeding but is not otherwise a Party or threatened to be made a party to such Proceeding, Indemnitee shall be indemnified by the Company against all Indemnifiable Expensesthat presumption.

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Proceedings Other Than By or In the Right of the Company. Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as “Indemnifiable Expenses” and “Indemnifiable Liabilities,” respectively, and collectively as “Indemnifiable Amounts”). (b) Proceedings By or In the Right of the Company. Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses. (c) If Indemnitee, in connection with Indemnitee’s Corporate Status, is compelled or asked to be a witness in connection with any Proceeding but is not otherwise a Party or threatened to be made a party to such Proceeding, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Agreement to Indemnify. The Company agrees to indemnify the Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if the Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of the Indemnitee’s 's Corporate Status, or by reason of any personal guarantee provided by the Indemnitee or any Entity controlled by the Indemnitee with respect to any obligation of the Company, the Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by the Indemnitee in connection with such Proceeding (referred to herein as “"Indemnifiable Expenses” " and “"Indemnifiable Liabilities,” ", respectively, and collectively as “"Indemnifiable Amounts”"). (b) Subject To the fullest extent permitted by applicable law and subject to the exceptions contained in Section 4(b) below, if the Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the Indemnitee’s 's Corporate Status, the Indemnitee shall be indemnified by the Company against all Indemnifiable ExpensesExpenses as well as against any amount paid by Indemnitee in settlement of the Proceeding. (c) If Indemnitee, in connection with Indemnitee’s Corporate Status, is compelled or asked to be a witness in connection with any Proceeding but is not otherwise a Party or threatened to be made a party to such Proceeding, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Agreement to Indemnify. The Company hereby agrees to hold harmless and indemnify Indemnitee the Indemnitee, on an after-tax basis, on, and subject to, the terms of this Agreement, as followssuch may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Subject to the exceptions contained in Section 4(a) and Section 8 below, if the Indemnitee was or is a party is, or is threatened to be made made, a party to or participant in any Proceeding (other than an action by or in the right of the Company) by reason of the Indemnitee’s Corporate StatusStatus from and including the Effective Date through the term of this Agreement, the Indemnitee shall be indemnified and held harmless by the Company against all Expenses and Liabilities incurred or paid by the Indemnitee or on the Indemnitee’s behalf (other than those paid by the Company or any other member of the Aspen Group) in connection with such Proceeding (referred to herein as “Indemnifiable Expenses” and “Indemnifiable Liabilities,” respectively, and collectively as “Indemnifiable Amounts”). (b) Subject to the exceptions contained in Section 4(b) and Section 8 below, if the Indemnitee was or is a party is, or is threatened to be made made, a party to or a participant in any Proceeding by or in the right of the Company or any other member of the Aspen Group to procure a judgment in its favor by reason of the Indemnitee’s Corporate StatusStatus from and including the Effective Date through the term of this Agreement, the Indemnitee shall be indemnified and held harmless by the Company against all Indemnifiable Expenses. (c) If any Proceeding is brought against the Indemnitee, the Company will be entitled to participate therein and, to the extent that the Company wishes (as determined by the Board), the Company or other applicable member of the Aspen Group will be entitled to assume the defense thereof with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of the Company’s election to assume the defense of a Proceeding, the Company will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof, except that the Indemnitee will have the right to employ counsel to represent the Indemnitee who may be subject to any Proceeding if (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Indemnitee has been advised by counsel that there may be one or more legal defenses available to the Indemnitee which are different from or additional to those available to the Company or other member of the Aspen Group and in the judgment of such counsel it is advisable for the Indemnitee to employ separate counsel or (iii) the Company has failed to assume the defense of such Proceeding and employ counsel reasonably satisfactory to the Indemnitee, in connection with Indemnitee’s Corporate Status, is compelled or asked to which event the fees and expenses of such separate counsel will be a witness in connection with any Proceeding but is not otherwise a Party or threatened to be made a party to such Proceeding, Indemnitee shall be indemnified paid by the Company against all Indemnifiable Expensesas provided herein.

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as “Indemnifiable Expenses” and “Indemnifiable Liabilities,” respectively, and collectively as “Indemnifiable Amounts”). (b) Subject To the extent permitted by applicable law and subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses. (c) If IndemniteeTo the extent permitted by applicable law, in connection with Indemnitee’s Corporate Status, if Indemnitee was or is compelled or asked called as an expert witness to be a witness in connection with any Proceeding but in which the Company is a party or which is otherwise related to the Company’s business to which the Indemnitee is not otherwise a Party or threatened to be made a party to such Proceedingparty, Indemnitee shall be indemnified by the Company against all Indemnifiable ExpensesExpenses incurred by Indemnitee in connection with such Proceeding.

Agreement to Indemnify. The To the fullest extent permitted by Colorado law, the Company agrees to indemnify Indemnitee as follows: (a) Proceedings Other Than By or In the Right of the Company. Subject to the exceptions contained in Section 4(a5(a) below, if Indemnitee was or is a party or is threatened to be made a party to to, or is otherwise involved in, as a witness or otherwise, any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee’s 's Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred incurred, suffered or paid by Indemnitee in connection with such Proceeding (referred to herein as “"Indemnifiable Expenses” " and “"Indemnifiable Liabilities,” ", respectively, and collectively as “"Indemnifiable Amounts”"). (b) Proceedings By or In the Right of the Company. Subject to the exceptions contained in Section 4(b5(b) below, if Indemnitee was or is a party or is threatened to be made a party to to, or is otherwise involved in, as a witness or otherwise, any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s 's Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable ExpensesAmounts. (c) If Indemnitee, in connection with Indemnitee’s Corporate Status, is compelled or asked to be a witness in connection with any Proceeding but is not otherwise a Party or threatened to be made a party to such Proceeding, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Proceedings Other Than By or In the Right of the Company. Subject to the exceptions contained in Section 4(a3(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action a Proceeding by or in the right of the Company) by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as “Indemnifiable Expenses” and “Indemnifiable Liabilities,” respectively, and collectively as “Indemnifiable Amounts”). (b) Proceedings By or In the Right of the Company. Subject to the exceptions contained in Section 4(b3(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses. (c) If Indemnitee, in connection with Indemnitee’s Corporate Status, is compelled or asked to be a witness in connection with any Proceeding but is not otherwise a Party or threatened to be made a party to such Proceeding, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Agreement to Indemnify. The Company Companies hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time, as follows: (a) Subject to the exceptions contained in Section 4(a10(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action a Proceeding by or in the right of any of the CompanyCompanies) by reason of Indemnitee’s Corporate Company Status, Indemnitee shall be indemnified by the Company Companies against all Expenses Expenses, judgments, penalties, fines and Liabilities amounts paid in settlement actually and reasonably incurred by him, or paid by Indemnitee on his behalf, in connection with such Proceeding (referred to herein as “Indemnifiable Expenses” and “Indemnifiable Liabilities,” respectivelyor any claim, and collectively as “Indemnifiable Amounts”)issue or matter therein. (b) Subject to the exceptions contained in Section 4(b10(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of any of the Company Companies to procure a judgment in its favor by reason of Indemnitee’s Corporate Company Status, Indemnitee shall be indemnified by the Company Companies against all Indemnifiable Expenses. (c) If Indemnitee, Expenses incurred or paid by the Indemnitee in connection with Indemnitee’s Corporate Status, is compelled or asked to be a witness in connection with any Proceeding but is not otherwise a Party or threatened to be made a party to such Proceeding, Indemnitee shall be indemnified by the Company against all Indemnifiable ExpensesProceedings.

Agreement to Indemnify. The Company agrees to indemnify the Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if the Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of the Indemnitee’s 's Corporate Status, or by reason of any personal guarantee provided by the Indemnitee with respect to any obligation of the Company, the Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by the Indemnitee in connection with such Proceeding (referred to herein as “"Indemnifiable Expenses” " and “"Indemnifiable Liabilities,” ", respectively, and collectively as “"Indemnifiable Amounts”"). (b) Subject To the fullest extent permitted by applicable law and subject to the exceptions contained in Section 4(b) below, if the Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the Indemnitee’s 's Corporate Status, the Indemnitee shall be indemnified by the Company against all Indemnifiable ExpensesExpenses as well as against any amount paid by Indemnitee in settlement of the Proceeding. (c) If Indemnitee, in connection with Indemnitee’s Corporate Status, is compelled or asked to be a witness in connection with any Proceeding but is not otherwise a Party or threatened to be made a party to such Proceeding, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the exceptions contained rights of indemnification provided in this Section 4(a2(a) belowif, if by reason of Indemnitee’s Company Status, Indemnitee was or is a party is, or is threatened to be made made, a party to or participant in any Proceeding (other than an action a Proceeding by or in the right of the Company) Company or a Proceeding instituted by reason Indemnitee pursuant to Section 7 of this Agreement to enforce Indemnitee’s Corporate Statusrights under this Agreement. Pursuant to this Section 2(a), Indemnitee shall be indemnified by the Company shall and hereby does indemnify the Indemnitee, to the fullest extent permitted by law, against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as “Indemnifiable Expenses” and “Indemnifiable Liabilities,” respectively, and collectively as “Indemnifiable Amounts”). (b) Subject to the exceptions contained in Section 4(b) belowProceeding, if the Indemnitee was or is acted in good faith and in a party or is threatened manner which the Indemnitee reasonably believed to be made a party in, or not opposed to, the best interests of the Company, and, with respect to any Proceeding criminal action or proceeding, Indemnitee had no reasonable cause to believe that Indemnitee’s conduct was unlawful and such Expenses and Liabilities are not found by or in a court of competent jurisdiction upon entry of a final non-appealable judgment to be the right of the Company to procure a judgment in its favor by reason result of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expensesfraud or dishonesty. (c) If Indemnitee, in connection with Indemnitee’s Corporate Status, is compelled or asked to be a witness in connection with any Proceeding but is not otherwise a Party or threatened to be made a party to such Proceeding, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as “Indemnifiable Expenses” and “Indemnifiable Liabilities,” respectively, and collectively as “Indemnifiable Amounts”). (b) Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses. (c) If Indemniteeany of GTCR Fund VIII, in connection with Indemnitee’s Corporate StatusL.P., GTCR Fund VIII/B, L.P., GTCR Co-Invest II, L.P., or any of their affiliates (each, a “GTCR Fund”) is compelled or asked to be a witness in connection with any Proceeding but is not otherwise a Party or threatened to be made a party to such or a participant in any Proceeding, Indemnitee and the GTCR Fund’s involvement in the Proceeding arises in whole or in part from the Indemnitee’s service to the Company as an officer or director of the Company, then the GTCR Fund shall be entitled to all of the indemnification rights and remedies, and shall to the extent indemnified by hereunder, undertake the Company against all Indemnifiable Expensesobligations of the Indemnitee, under this Agreement to the same extent as Indemnitee.

Agreement to Indemnify. 3.1 The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a4.1(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as “Indemnifiable Expenses” and “Indemnifiable Liabilities,” respectively, and collectively as “Indemnifiable Amounts”). (b) Subject To the extent permitted by applicable law and subject to the exceptions contained in Section 4(b4.1(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses. (c) If Indemnitee, in connection with Indemnitee’s Corporate Status, is compelled or asked to be a witness in connection with any Proceeding but is not otherwise a Party or threatened to be made a party to such Proceeding. Notwithstanding the foregoing, Indemnitee shall be indemnified have no right to indemnification for Expenses and the payment of the profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Company against all Indemnifiable ExpensesSecurities Exchange Act of 1934, as amended, or any similar successor statute.

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as “Indemnifiable Expenses” and “Indemnifiable Liabilities,” respectively, and collectively as “Indemnifiable Amounts”). (b) Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses. (c) If Indemniteeany of Summit Ventures VI-A, in connection with Indemnitee’s Corporate StatusL.P., Summit Ventures VI-B, L.P. or any of their respective affiliates (each, a “Summit Fund”) is compelled or asked to be a witness in connection with any Proceeding but is not otherwise a Party or threatened to be made a party to such or a participant in any Proceeding, Indemnitee and the Summit Fund’s involvement in the Proceeding arises in whole or in part from the Indemnitee’s service to the Company as an officer or director of the Company, then the Summit Fund shall be entitled to all of the indemnification rights and remedies, and shall to the extent indemnified by hereunder, undertake the Company against all Indemnifiable Expensesobligations of the Indemnitee, under this Agreement to the same extent as Indemnitee and to the same extent as if such Summit Fund was a party hereto.

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee’s 's Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as “"Indemnifiable Expenses” " and “"Indemnifiable Liabilities,” " respectively, and collectively as “"Indemnifiable Amounts”"). (b) Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s 's Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses. (c) If Indemnitee, in connection with Indemnitee’s 's Corporate Status, is compelled or asked to be a witness in connection with any Proceeding but is not otherwise a Party or threatened to be made a party to such Proceeding, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Agreement to Indemnify. 3.1 The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) 4.1 below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as “Indemnifiable Expenses” and “Indemnifiable Liabilities,” ”, respectively, and collectively as “Indemnifiable Amounts”). (b) Subject To the extent permitted by applicable law and subject to the exceptions contained in Section 4(b) 4.1 below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable ExpensesExpenses and Indemnifiable Liabilities. (c) If Indemnitee, in connection with Indemnitee’s Corporate Status, the Investor is compelled or asked to be a witness in connection with any Proceeding but is not otherwise a Party or threatened to be made a party to such to, or a participant in, any Proceeding, Indemnitee and the Investor’s involvement in the Proceeding arises from the Indemnitee’s Corporate Status, then the Investor shall be entitled to all of the indemnification rights and remedies, and shall to the extent indemnified by hereunder, undertake the Company against all Indemnifiable Expensesobligations of the Indemnitee, under this Deed to the same extent as Indemnitee.

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee’s 's Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as “"Indemnifiable Expenses” " and “"Indemnifiable Liabilities,” " respectively, and collectively as “"Indemnifiable Amounts”"). (b) Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s 's Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses. (c) If Indemniteeany of Summit Ventures V, in connection with Indemnitee’s Corporate StatusL.P., Summit Ventures V Companion Fund, L.P., Summit Ventures VI-A, L.P., Summit Ventures VI-B, L.P. or any of their affiliates (each, a "Summit Fund") is compelled or asked to be a witness in connection with any Proceeding but is not otherwise a Party or threatened to be made a party to such or a participant in any Proceeding, Indemnitee and the Summit Fund's involvement in the Proceeding arises in whole or in part from the Indemnitee's service to the Company as an officer or director of the Company, then the Summit Fund shall be entitled to all of the indemnification rights and remedies, and shall to the extent indemnified by hereunder, undertake the obligations of the Indemnitee, under this Agreement to the same extent as Indemnitee. (d) If Xxxxxx Xxxxx Dermo-Cosmetique, S.A. ("PFDC SA") or any of its affiliates is or is threatened to be made a party to or a participant in any Proceeding, and PFDC SA's involvement in the proceeding arises in whole or in part from the Indemnitee's service to the Company against as an officer or director of the Company at any time after Closing, then PFDC SA shall be entitled to all Indemnifiable Expensesof the indemnification rights and remedies, and shall to the extent indemnified hereunder, undertake the obligations of the Indemnitee, under this Agreement to the same extent as Indemnitee.