Common use of Basic Indemnification Agreement Clause in Contracts

Basic Indemnification Agreement. (a) In the event Director was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim (as hereinafter defined) by reason of (or arising in part out of) an Indemnifiable Event (as hereinafter defined), the Company shall indemnify Director to the fullest extent permitted by law as soon as practicable but in any event no later than 30 days after written demand is presented to the Company, against any and all Expenses (as hereinafter defined), judgments, fines, penalties and amounts paid in settlement of such Claim. If so requested by Director, the Company shall advance (within ten business days of such written request) any and all Expenses to Director (an "Expense Advance"). Notwithstanding anything in this Agreement to the contrary, and except as provided in Section 3, prior to a Change in Control (as hereinafter defined) Director shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Director against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Claim. (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 1(a) shall be subject to the condition that the Reviewing Party (as hereinafter defined) shall not have determined (in a written opinion, in any case in which the special independent counsel referred to in Section 2 is involved) that Director would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 1(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that

Basic Indemnification Agreement. (a1) In the event Director the Employee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim (as hereinafter defineddefined below) by reason of (or arising in part out of) an Indemnifiable Event (as hereinafter defineddefined below), the Company shall indemnify Director the Employee to the fullest extent permitted not prohibited by law law, as soon as practicable but in any event no later than 30 thirty (30) days after written demand is presented to the Company, against any and all Expenses (as hereinafter defineddefined below), judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claim. If so requested by Director, the Company shall advance (within ten business days of such written request) any and all Expenses to Director (an "Expense Advance"). Notwithstanding anything in this Agreement to the contrary, and except as provided in Section 3, prior to a Change in Control (as hereinafter defineddefined above) Director the Employee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Director the Employee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Claim. If so requested by the Employee, the Company shall advance to the Employee (within twenty (20) days of such request) any and all Expenses (an "Expense Advance"). (b2) Notwithstanding the foregoing, (ia) the obligations of the Company under Section 1(a7(B)(i) shall be subject to the condition that the any Reviewing Party (as hereinafter defineddefined below) shall not have determined (in a written opinion, in any case in which the special independent counsel Special Independent Counsel referred to in Section 2 7(C) below is involved) that Director the Employee would not be permitted to be indemnified under applicable law, and (iib) the obligation of the Company to make an Expense Advance pursuant to Section 1(a7(B)(i) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines thatsubject

Basic Indemnification Agreement. (ai) In the event Director the Employee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim (as hereinafter defineddefined below) by reason of (or arising in part out of) an Indemnifiable Event (as hereinafter defineddefined below), the Company shall indemnify Director the Employee to the fullest extent permitted not prohibited by law law, as soon as practicable but in any event no later than 30 thirty (30) days after written demand is presented to the Company, against any and all Expenses (as hereinafter defineddefined below), judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claim. If so requested by Director, the Company shall advance (within ten business days of such written request) any and all Expenses to Director (an "Expense Advance"). Notwithstanding anything in this Agreement to the contrary, and except as provided in Section 3, prior to a Change in Control (as hereinafter defineddefined above) Director the Employee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Director the Employee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Claim. If so requested by the Employee, the Company shall advance to the Employee (within twenty (20) days of such request) any and all Expenses (an "Expense Advance"). (bii) Notwithstanding the foregoing, (ia) the obligations of the Company under Section 1(a7(B)(i) shall be subject to the condition that the any Reviewing Party (as hereinafter defineddefined below) shall not have determined (in a written opinion, in any case in which the special independent counsel Special Independent Counsel referred to in Section 2 7(C) below is involved) that Director the Employee would not be permitted to be indemnified under applicable law, and (iib) the obligation of the Company to make an Expense Advance pursuant to Section 1(a7(B)(i) shall be subject to the condition that, that if, when and to the extent that any Reviewing Party determines that the Employee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by the Employee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if the Employee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that the Employee should be indemnified under applicable law, any determination made by a Reviewing Party that the Employee would not be permitted to be indemnified under applicable law shall not be binding and the Employee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). If there has not been a Change in Control, a Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, a Reviewing Party shall be the Special Independent Counsel referred to in Section 7(C) below. If there has been no appointment or no determination by a Reviewing Party or if a Reviewing Party determines that the Employee substantively would not be permitted to be indemnified in whole or in part under applicable law, the Employee shall have the right to commence litigation in any court in the Commonwealth of Virginia having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the court or challenging any such determination by the Reviewing Party determines thator any aspect thereof, including the legal or factual basis therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and the Employee.

Basic Indemnification Agreement. (a) In Subject to section 12, the event Director wasCompany shall indemnify and hold harmless Indemnitee if Indemnitee (in Indemnitee’s capacity as a director/officer), was is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim (as hereinafter defineddefined in Section 13(d) herein) by reason of (or arising in part out of) an Indemnifiable Event (as hereinafter defineddefined in Section 13(h) herein), the Company shall indemnify Director such indemnity to be to the fullest extent permitted by law as soon as practicable but and in any event no later than 30 days after written demand is presented accordance with the procedures set forth in Section 7, such indemnity to the Company, include indemnity against any and all Expenses (as hereinafter defineddefined in Section 13(f) herein), damages, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection therewith) of such ClaimClaim actually and reasonably incurred by or on behalf of Indemnitee in connection with such Claim and 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. If so requested by DirectorNotwithstanding the foregoing, the indemnification obligations of the Company under Section 2(a) and the Company’s obligations to advance Expenses under Section 6 shall advance be subject to the condition that the Reviewing Party shall not have determined (within ten business days in a written opinion, in any case in which the special independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified or receive an advancement of such written requestExpenses under applicable law. (b) any and all Expenses to Director (an "Expense Advance"). Notwithstanding anything in this Agreement to the contrary, prior to a Change of Control (as defined in Section 13(c) herein), and except as provided in Section 3Sections 2(b), prior to a Change in Control (as hereinafter defined) Director 5 and 9, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim (i) initiated by Director Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Claim; (ii) made on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law; or (iii) arising from the purchase and sale by Indemnitee of securities in violation of Section 17(b) of the Securities Exchange Act of 1934, as amended. (bc) Notwithstanding the foregoing, (i) the obligations Company shall not indemnify the Indemnitee in respect of any Claim as to which the Indemnitee shall have been adjudged in a final and non-appealable judgment or decree of a court, arbitral tribunal or governmental or administrative authority of competent jurisdiction to have committed an intentional or grossly negligent breach of his duties as [a member of the Board][an executive officer] of the Company under Section 1(a) shall be subject applicable law, provided however, that to the condition extent applicable law changes after the date of this Agreement and permits greater indemnification by agreement than would be afforded currently under this section 2(c), it is the intent of the parties hereto that the Reviewing Party Company shall indemnify the Indemnitee without regard to the restrictions contained in this section 2(c) to the fullest extent permitted under applicable law at such time. (as hereinafter definedd) shall not have determined (in a written opinion, in any case in which To the special independent counsel referred to in Section 2 is involved) that Director would not be fullest extent permitted to be indemnified under applicable law, the Company waives, and undertakes to cause its Subsidiaries to waive, any claim it may have against the Indemnitee for loss, damage or costs howsoever caused to the Company and/or any of its Subsidiaries in connection with a Indemnifiable Event, unless any such loss, damage or cost is attributable to conduct (iiincluding omissions) constituting an intentional or grossly negligent breach of Indemnitees’s duties as [a member of the obligation Board][an officer] of the Company to make an Expense Advance pursuant to Section 1(a) shall be subject to the condition thatunder applicable law provided however, if, when and that to the extent applicable law changes after the date of this Agreement and permits greater indemnification by agreement than would be afforded currently under this section 2(d), it is the intent of the parties hereto that the Reviewing Party determines thatCompany shall indemnify the Indemnitee without regard to the restrictions contained in this section 2(d) to the fullest extent permitted under applicable law at such time.