Common use of Company’s Obligation to Indemnify Clause in Contracts

Company’s Obligation to Indemnify. To the maximum extent allowable for the law of Delaware and the Bylaws and Certificates of Incorporation of the Company, the Company shall at all times during the Term and thereafter, indemnify and defend and hold Executive harmless from and against all liability, loss, costs, claims, damages, expenses, judgments, awards, and settlements as well as attorneys’ fees and expenses, personal or otherwise, whether in tort or in contract, law or equity, that the Company or the Executive may incur by reason of or arising out of any claim made by any third party (together, the “Losses”), with respect to Executive’s employment with Company in accordance with this Agreement; provided, however, that the Company’s foregoing indemnification obligations shall not apply to Losses incurred by the Company as a result of the Executive’s willful misconduct, gross negligence, conviction of a felony (including entry of a plea of nolo contendere) for illegal or criminal behavior or engagement in activities beyond the scope of his employment hereunder. Indemnification shall include all costs, including actual attorneys’ fees and expenses reasonably incurred in pursuing indemnity claims under or enforcement of this Agreement.

Company’s Obligation to Indemnify. To the maximum extent allowable for the law of Delaware and the Bylaws and Certificates of Incorporation of the Company, the Company shall at all times during the Term and thereafter, indemnify and defend and hold Executive harmless from and against all liability, loss, costs, claims, damages, expenses, judgments, awards, and settlements as well as attorneys’ ' fees and expenses, personal or otherwise, whether in tort or in contract, law or equity, that the Company or the Executive may incur by reason of or arising out of any claim claim, proceeding or investigation made by any third party (together, the “"Losses”"), with respect and relating to Executive’s 's employment with Company in accordance with this Agreementthe Company; provided, however, that the Company’s 's foregoing indemnification obligations shall not apply to Losses incurred by the Company as a result of the Executive’s 's willful misconduct, gross negligence, conviction of a felony (including entry of a plea of nolo contendere) for illegal or criminal behavior or engagement in activities unrelated to or beyond the scope of his employment hereunderemployment. Indemnification shall include all costs, including actual attorneys’ ' fees and expenses reasonably incurred in pursuing indemnity claims under or the enforcement of this Agreement, and prompt advancement of expenses incurred in connection with any proceeding or investigation, subject to an undertaking by Executive to repay amounts advanced if he is ultimately determined to not to be entitled to indemnification against such expenses.