Common use of Basic Indemnification Arrangement Clause in Contracts

Basic Indemnification Arrangement. If Indemnitee was, is or becomes at any time 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 30 days after written demand is presented to the Company, against any and all Expenses, judgments, fines (including excise taxes assessed on an Indemnitee with respect to an employee benefit plan), 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 (within two business days of such request) any and all Expenses to Indemnitee (an "Expense Advance"). Notwithstanding anything in this Agreement to the contrary, (i) Indemnitee shall not be entitled to indemnification pursuant to this Agreement if a judgment or other final adjudication adverse to the Indemnitee establishes that Indemnitee's acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or that Indemnitee personally gained in fact a financial profit or other advantage to which Indemnitee was not legally entitled and (ii) prior to a Change in Control Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by 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.

Basic Indemnification Arrangement. If Indemnitee was, is or becomes at any time 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 30 days after written demand is presented to the Company, against any and all Expenses, judgmentsjudgements, fines (including excise taxes assessed on an Indemnitee with respect to an employee benefit plan), 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, judgmentsjudgements, fines, penalties or amounts paid in settlement) of such Claim. If so requested by Indemnitee, the Company shall advance (within two business days of such request) any and all Expenses to Indemnitee (an "Expense Advance"). Notwithstanding anything in this Agreement to the contrary, ; (i) Indemnitee shall not be entitled to indemnification pursuant to this Agreement if a judgment judgement or other final adjudication adverse to the Indemnitee establishes that Indemnitee's acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or that Indemnitee personally gained in fact a financial profit or other advantage to which Indemnitee was not legally entitled and (ii) prior to a Change in Control Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined jointed in or consented to the initiation of such Claim. 3.

Basic Indemnification Arrangement. If Indemnitee was(a) Except to the extent expressly prohibited by the New York Business Corporation Law, the Corporation shall indemnify the Indemnified Person if he is made or becomes at any time 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 any Claim, whether by or in the right of the Corporation or otherwise, by reason of the fact that the Indemnified Person, or the Indemnified Person's testator or intestate, is or was a director or officer of the Corporation, or serves hereinafter or served hereinbefore at the request of the Corporation any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity while he was such a director or officer (or arising in part out of) an hereinafter referred to as "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 30 days after written demand is presented to the Company"), against any and all Expenses, judgments, fines (including excise taxes assessed on an Indemnitee with respect to an employee benefit plan)fines, penalties and penalties, amounts paid in settlement (including all interest, assessments and other charges paid or payable reasonable Expenses incurred in connection with, or in respect of, such Expenses, judgments, fines, penalties or amounts paid in settlement) of with such Claim. If so requested by Indemnitee, the Company provided that no such indemnification shall advance (within two business days of such request) any and all Expenses to Indemnitee (an "Expense Advance"). Notwithstanding anything in this Agreement to the contrary, (i) Indemnitee shall not be entitled to indemnification pursuant to this Agreement made if a judgment or other final adjudication adverse to the Indemnitee Indemnified Person establishes that Indemnitee's either (i) his acts were committed in bad faith faith, or were the result of active and deliberate dishonesty anddishonesty, in either case, and were material to the cause of action Claim so adjudicated, or (ii) that Indemnitee he personally gained in fact a financial profit or other advantage to which Indemnitee he was not legally entitled and entitled. (iib) prior The Corporation shall advance or reimburse upon request (within two business days of such request) to a Change in Control Indemnitee shall not be entitled to indemnification pursuant to this Agreement the Indemnified Person all Expenses reasonably incurred in connection with any Claim initiated relating to an Indemnifiable Event in advance of the final disposition thereof. The Indemnified Person hereby undertakes to repay any amount so advanced or reimbursed if he is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent the Expenses so advanced or reimbursed exceed the amount to which he is entitled. (c) If the Indemnified Person has been successful, on the merits or otherwise, in the defense of a Claim, the Indemnified Person shall be entitled to indemnification as provided in Section 2(a) of this Agreement. Except as provided in the preceding sentence and unless ordered by Indemnitee against a court, (i) the Company obligations of the Corporation under Section 2(a) of this Agreement shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 3 of this Agreement is involved) that the Indemnified Person would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Corporation to advance or reimburse Expenses incurred in connection with any Claim relating to an Indemnifiable Event pursuant to Section 2(b) of this Agreement shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that the Indemnified Person would not be permitted under applicable law to be so indemnified it connection with such Claim, the Corporation shall not be obligated pursuant to Section 2(b) hereof to advance or reimburse Expenses incurred in connection with such Claim, and shall be entitled to be reimbursed by the Indemnified Person for all Expenses theretofore advanced or reimbursed in connection with such Claim; provided, however that if the Indemnified Person has commenced legal proceedings in a court of competent jurisdiction to secure a determination that the Indemnified Person should be indemnified in connection with such Claim under applicable law, any determination made by the Reviewing Party that the Indemnified Person would not be permitted to be so indemnified shall not be binding and the Indemnified Person shall not be required to reimburse the Corporation for any advancement or reimbursement of Expenses in connection with such Claim 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, the Reviewing Party shall be selected by the Board of Directors of the Corporation, and if there has been such a Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that the Indemnified Person substantively would not be permitted to be indemnified in whole or in part under applicable law, the Indemnified Person shall have the right to commence litigation in any court in the State of New York 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 Reviewing Party or any director or officer aspect thereof, and the Corporation hereby consents to service of process and to appear in any such proceeding. Any determination by the Company unless Reviewing Party otherwise shall be conclusive and binding on the Company has joined in or consented to Corporation and the initiation of such ClaimIndemnified Person.

Basic Indemnification Arrangement. If Indemnitee was, is or becomes at any time 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 30 days after written demand is presented to the Company, against any and all Expenses, judgments, fines (including excise taxes assessed on an Indemnitee with respect to an employee benefit plan), 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 (within two business days of such request) any and all Expenses to Indemnitee (an "Expense Advance"). Notwithstanding anything in this Agreement to the contrary, (i) Indemnitee shall not be entitled to indemnification pursuant to this Agreement if a judgment or other final adjudication adverse to the Indemnitee establishes that Indemnitee's acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or that Indemnitee personally gained in fact a financial profit or other advantage to which Indemnitee was not legally entitled and (ii) prior to a Change in Control Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by 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.

Basic Indemnification Arrangement. If Indemnitee was, is or becomes at any time 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 30 days after written demand is presented to the Company, against any and all Expenses, judgments, fines (including excise taxes assessed on an Indemnitee with respect to an employee benefit plan), 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 (within two business days of such request) any and all Expenses to Indemnitee (an "“Expense Advance"”). Notwithstanding anything in this Agreement to the contrary, (i) Indemnitee shall not be entitled to indemnification pursuant to this Agreement if a judgment or other final adjudication adverse to the Indemnitee establishes that Indemnitee's ’s acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or that Indemnitee personally gained in fact a financial profit or other advantage to which Indemnitee was not legally entitled and (ii) prior to a Change in Control Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by 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.

Basic Indemnification Arrangement. If Indemnitee was, is or becomes at any time 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 30 days after written demand is presented to the Company, against any and all Expenses, judgmentsjudgements, fines (including excise taxes assessed on an Indemnitee with respect to an employee benefit plan), 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, judgmentsjudgements, fines, penalties or amounts paid in settlement) of such Claim. If so requested by Indemnitee, the Company shall advance (within two business days of such request) any and all Expenses to Indemnitee (an "Expense Advance"). Notwithstanding anything in this Agreement to the contrary, ; (i) Indemnitee shall not be entitled to indemnification pursuant to this Agreement if a judgment judgement or other final adjudication adverse to the Indemnitee establishes that Indemnitee's acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or that Indemnitee personally gained in fact a financial profit or other advantage to which Indemnitee was not legally entitled and (ii) prior to a Change in Control Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined jointed in or consented to the initiation of such Claim.

Basic Indemnification Arrangement. If Indemnitee was, is or becomes at any time 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 30 days after written demand is presented to the Company, against any and all Expenses, judgmentsjudgements, fines (including excise taxes assessed on an Indemnitee with respect to an employee benefit plan), 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, judgmentsjudgements, fines, penalties or amounts paid in settlement) of such Claim. If so requested by Indemnitee, the Company shall advance (within two business days of such request) any and all Expenses to Indemnitee (an "Expense Advance"). Notwithstanding Notwithhstanding anything in this Agreement to the contrary, ; (i) Indemnitee shall not be entitled to indemnification pursuant to this Agreement if a judgment judgement or other final adjudication adverse to the Indemnitee establishes that Indemnitee's acts were committed comitted in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or that Indemnitee personally gained in fact a financial profit or other advantage to which Indemnitee was Indemniteewas not legally entitled and (ii) prior to a Change in Control Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined jointed in or consented to the initiation of such Claim. 3.