Common use of Basic Indemnification Arrangement Clause in Contracts

Basic Indemnification Arrangement. (a) In the event Indemnitee 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 by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable but in any event no later than thirty days after written demand is presented to the Company, against any and all Expenses, 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 Indemnitee, the Company shall advance to the fullest extent permitted by law (within 10 business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”). Advances shall be unsecured and interest free. Expense Advances shall be made without regard to Indemnitee's ability to repay the Expense Advance and without regard to Indemnitee's ultimate entitlement to indemnification under the other provisions of this Agreement. The Indemnitee shall qualify for Expense Advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to repay the amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. No other form of undertaking shall be required other than the execution of this Agreement.

Basic Indemnification Arrangement. (a) In the event Indemnitee 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 by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable but in to any event no later than thirty days after written demand is presented to the Company, against any and all Expenses, 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 Indemnitee, the Company shall advance to the fullest extent permitted by law (within 10 two business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”)) reasonably incurred by Indemnitee by reason of an Indemnifiable Event in advance of the final disposition of a Claim. Advances Notwithstanding anything in this Agreement to the contrary, subject to Section 5, prior to a Change of Control Indemnitee shall not be unsecured and interest free. Expense Advances shall be made without regard to Indemnitee's ability to repay the Expense Advance and without regard to Indemnitee's ultimate entitlement entitled to indemnification under pursuant to this Agreement in connection with any Claim initiated by Indemnitee unless the other provisions of this Agreement. The Indemnitee shall qualify for Expense Advances upon the execution and delivery Board has authorized or consented to the Company initiation of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to repay the amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. No other form of undertaking shall be required other than the execution of this Agreementsuch Claim.

Basic Indemnification Arrangement. (a) In the event Indemnitee 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 by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable but in any event no later than thirty sixty (60) days after written demand is presented to the Company, against any and all Expenses, 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 Indemnitee; provided, however, that (i) except for proceedings to enforce rights to indemnification, the Company shall advance not be obligated to the fullest extent permitted by law (within 10 business days of such request) any and all Expenses to indemnify Indemnitee (an “Expense Advance”). Advances shall be unsecured and interest free. Expense Advances shall be made without regard to or Indemnitee's ability heirs, executors, administrators or personal representatives) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to repay by the Expense Advance Board and without regard to Indemnitee's ultimate entitlement to indemnification under the other provisions of this Agreement. The Indemnitee shall qualify for Expense Advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to repay the amounts advanced (without interestii) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified permitted by the Company. No other form of undertaking law, no indemnification shall be required other than made with respect to Indemnitee's conduct prior to the execution Effective Date if such conduct is finally adjudicated by a court of this Agreementlaw of competent jurisdiction to have involved willful misconduct or gross negligence.

Basic Indemnification Arrangement. (a) In the event Indemnitee 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 by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable but in any event no later than thirty days after written demand is presented to the Company, against any and all Expenses, 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 ClaimClaim and any federal, state, local or foreign taxes (net of the value to Indemnitee of any tax benefits resulting from tax deductions or otherwise) imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement (including the creation of the trust referred to in Section 4 hereof). If so requested by Indemnitee, the Company shall advance to the fullest extent permitted by law (within 10 two business days of such request) any and all Expenses to Indemnitee (an “"Expense Advance”"). Advances Notwithstanding anything in this Agreement or in the By-Laws of the Company to the contrary and except as provided in Section 5, prior to a Change in Control Indemnitee shall not be unsecured and interest free. Expense Advances shall be made without regard to Indemnitee's ability to repay the Expense Advance and without regard to Indemnitee's ultimate entitlement entitled to indemnification under pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the other provisions Company or any director or officer of this Agreement. The Indemnitee shall qualify for Expense Advances upon the execution and delivery Company unless the Company has joined in or consented to the Company initiation of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to repay the amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. No other form of undertaking shall be required other than the execution of this Agreementsuch Claim.

Basic Indemnification Arrangement. (a) In the event Indemnitee 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 by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable but in any event no later than thirty days after written demand is presented to the Company, against any and all Expenses, 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 Indemnitee, the Company shall advance to the fullest extent permitted by law (within 10 ten business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”). Expense Advances shall be unsecured and interest free. Expense Advances shall be made without regard to Indemnitee's ’s ability to repay the Expense Advance Expenses and without regard to Indemnitee's ’s ultimate entitlement to indemnification under the other provisions of this Agreement. The Indemnitee shall qualify for Expense Advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to repay the amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. No other form Notwithstanding anything in this Agreement to the contrary, prior to a Change of undertaking Control, Indemnitee shall not be required other than entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee unless the execution Board has authorized or consented to the initiation of this Agreementsuch Claim.

Basic Indemnification Arrangement. (a) In the event Indemnitee 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 by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable but in any event no later than thirty days after written demand is presented to the Company, against any and all Expenses, 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 ClaimClaim and any federal, state, local or foreign taxes (net of the value to Indemnitee of any tax benefits resulting from tax deductions or otherwise) imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement (including the creation of the trust referred to in Section 4 hereof). If so requested by Indemnitee, the Company shall advance to the fullest extent permitted by law (within 10 two business days of such request) any and all Expenses to Indemnitee (an “"Expense Advance”"). Advances Notwithstanding anything in this Agreement or in the By-laws of the Company to the contrary and except as provided in Section 5, prior to a Change in Control Indemnitee shall not be unsecured and interest free. Expense Advances shall be made without regard to Indemnitee's ability to repay the Expense Advance and without regard to Indemnitee's ultimate entitlement entitled to indemnification under pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the other provisions Company or any director or officer of this Agreement. The Indemnitee shall qualify for Expense Advances upon the execution and delivery Company unless the Company has joined in or consented to the Company initiation of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to repay the amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. No other form of undertaking shall be required other than the execution of this Agreementsuch Claim.