Common use of Basic Indemnity Clause in Contracts

Basic Indemnity. (a) The Company shall indemnify the Indemnitee if the Indemnitee is or was a witness or a party to or is threatened to be made a party to or is otherwise involved in any Proceeding brought by any person or entity to the fullest extent permitted by law as soon as practicable, but in any event no later than ten (10) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid or owing 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 Proceeding. (b) Notwithstanding anything in this Agreement to the contrary, (i) the obligations of the Company under Section 3(a) shall be subject to the condition that the Reviewing Party shall not have determined in a writing stating the reasons therefor that Indemnitee 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 6 shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such reasonable amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee 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). (c) If the Reviewing Party determines that Indemnitee would not be permitted to be indemnified in whole or in part under applicable law (such determination to be made by the Reviewing Party independent of any position of the Company on any aspect of the indemnification including but not limited to the appropriateness of the amount of any settlement), Indemnitee shall have the right to commence litigation in any court, 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 aspect thereof, 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 Indemnitee.

Basic Indemnity. (a) The Company shall indemnify the Indemnitee if the Indemnitee is or was a witness or a party to or is threatened to be made a party to or is otherwise involved in any Proceeding brought by any person or entity to the fullest extent permitted by law as soon as practicable, but in any event no later than ten (10) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid or owing 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 Proceeding. (b) Notwithstanding anything in this Agreement to the contrary, (i) the obligations of the Company under Section 3(a) shall be subject to the condition that the Reviewing Party shall not have determined in a writing stating the reasons therefor that Indemnitee 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 6 shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such reasonable amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until such a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). (c) If the Reviewing Party determines that Indemnitee would not be permitted to be indemnified in whole or in part under applicable law (such determination to be made by the Reviewing Party independent of any position of the Company on any aspect of the indemnification including but not limited to the appropriateness of the amount of any settlement), Indemnitee shall have the right to commence litigation in any court, 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 aspect thereof, and the Company hereby consents to service of any process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

Basic Indemnity. (a) The Company shall indemnify the Indemnitee if the Indemnitee is or was a witness or a party to or is threatened to be made a party to or is otherwise involved in any Proceeding brought by any person or entity to the fullest extent permitted by law as soon as practicable, but in any event no later than ten (10) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid or owing 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 Proceeding. (b) Notwithstanding anything in this Agreement to the contrary, (i) the obligations of the Company under Section 3(a) shall be subject to the condition that the Reviewing Party shall not have determined in a writing stating the reasons therefor that Indemnitee 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 6 shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such reasonable amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee 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). (c) If the Reviewing Party determines that Indemnitee would not be permitted to be indemnified in whole or in part under applicable law (such determination to be made by the Reviewing Party independent of any position of the Company on any aspect of the indemnification including but not limited to the appropriateness of the amount of any settlement), Indemnitee shall have the right to commence litigation in any court, 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 aspect thereof, 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 Indemnitee.

Basic Indemnity. (a) The Company shall indemnify the Indemnitee if the Indemnitee is or was a witness or a party to or is threatened to be made a party to or is otherwise involved in any Proceeding brought by any person or entity to the fullest extent permitted by law as soon as practicable, practicable but in any event no later than ten fifteen (1015) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid or owing in settlement (including all interest 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 Proceeding. (b) Notwithstanding anything in this Agreement to the contrary, (i) Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding (other than a claim for indemnification) 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 Proceeding, (ii) the obligations of the Company under Section 3(a) shall be subject to the condition that the Reviewing Party shall not have determined in a writing stating the reasons therefor that Indemnitee would not be permitted to be indemnified under applicable law law, and (iiiii) the obligation of the Company to make an Expense Advance pursuant to Section 6 shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such reasonable amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee 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). (c) If the Reviewing Party determines that Indemnitee would not be permitted to be indemnified in whole or in part under applicable law (such determination to be made by the Reviewing Party independent of any position of the Company on any aspect of the indemnification including but not limited to the appropriateness of the amount of any settlement), Indemnitee shall have the right to commence litigation in any court, in the States of Delaware or New York or the State(s) of Indemnitee's residence or employment, 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 aspect thereof, 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 Indemnitee. (d) In addition, notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification pursuant to this Agreement: (a) on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (b) on account of Agent's conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (c) on account of Agent's conduct that is established by a final judgment as constituting a breach of Agent's duty of loyalty to the Company or resulting in any personal profit or advantage to which Agent was not legally entitled; or (d) if indemnification is not lawful (and, in this respect, both the Company and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication).

Basic Indemnity. (a) The Company shall indemnify the Indemnitee if the Indemnitee is or was a witness or a party to or is threatened to be made a party to or is otherwise involved in any Proceeding brought by any person or entity to the fullest extent permitted by law as soon as practicable, practicable but in any event no later than ten fifteen (1015) days after written demand is presented to the Company, against any and all Expenses, judgments, finesfees, penalties and amounts paid or owing in settlement (including all interest 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 Proceeding. (b) Notwithstanding anything in this Agreement to the contrary, (i) prior to a Change in Control, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding (other than a claim for indemnification) 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 Proceeding, (ii) the obligations of the Company under Section 3(a) shall be subject to the condition that the Reviewing Party shall not have determined in a writing stating the reasons therefor that Indemnitee would not be permitted to be indemnified under applicable law law, and (iiiii) the obligation of the Company to make an Expense Advance pursuant to Section 6 shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such reasonable amounts theretofore paid; , provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee 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). (c) If the Reviewing Party Panty determines that Indemnitee would not be permitted to be indemnified in whole or in part under applicable law (such determination to be made by the Reviewing Party independent of any position of the Company on any aspect of the indemnification including but not limited to the appropriateness of the amount of any settlement), Indemnitee shall have the right to commence litigation in any court, in the States of Delaware or New York or the State(s) of Indemnitee's residence or employment, 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 aspect thereof, 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 Indemnitee.