Common use of Directors and Officers Liability Insurance Clause in Contracts

Directors and Officers Liability Insurance. 6.01 The Company shall, from time to time, make the good faith determination whether or not it is practicable for the company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the directors and officers with coverage for losses from wrongful acts, or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' and officers' liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company but is an officer. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time to time, make the good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Company with coverage for losses from wrongful acts, or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' and officers' liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company but is an officer; or of the Company's key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time to time, make the a good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Company with coverage for losses from wrongful acts, or to ensure the Company's ’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' ’ and officers' ’ liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's ’s directors, if Indemnitee is a director; or of the Company's ’s officers, if Indemnitee is not a director of the Company but is an officer; or of the Company’s key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time to time, make the good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Company with coverage for losses from wrongful acts, or to ensure the Company's ’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' ’ and officers' ’ liability insurance, The Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's ’s directors, if the Indemnitee is a director; or of the Company's ’s officers, if the Indemnitee is not a director of the Company but is an officer. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if the Indemnitee is covered by similar insurance maintained by a parent or subsidiary of the Company’s subsidiaries or affiliates.

Directors and Officers Liability Insurance. 6.01 The Company shallCompany, from time to time, shall make the good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Company with coverage for losses from wrongful acts, acts or to ensure the Company's ’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' directors and officers' officers liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's ’s directors, if Indemnitee is a director; or of the Company's ’s officers, if Indemnitee is not a director of the Company but is an officer. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a Subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time to time, make the good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Company with coverage for losses from wrongful acts, or to ensure the Company's ’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' ’ and officers' ’ liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's ’s directors, if Indemnitee is a director; or of the Company's ’s officers, if Indemnitee is not a director of the Company but is an officer; or of the Company’s key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time to time, make Unless otherwise agreed by the good faith determination whether or not it is practicable for Director in the company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the directors and officers with coverage for losses from wrongful acts, or to ensure the CompanyDirector's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' and officers' liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company but is an officer. Notwithstanding the foregoingsole discretion, the Company shall have no obligation use reasonable efforts to provide the Director with directors and officers insurance coverage ("Directors and Officers Coverage") providing to the Director such coverage then available in the insurance industry in such amounts and with such exclusions and other conditions to coverage as shall in the sole judgment of the Company provide reasonable coverage to the Director in light of the cost to the corporation and any other relevant consideration, it being expressly intended that the foregoing shall not obligate the Company to obtain Directors and Officers Coverage for the Director. The Director shall not settle any matter for which the Director intends to seek indemnification under this Agreement without first attempting to obtain any approval required with respect to such settlement by the insurance carrier of any applicable Directors and Officers Coverage. If the Director seeks such approval, but the approval is not granted by the insurance carrier of any applicable Directors and Officers Coverage, then the Director shall be entitled to indemnification to the fullest extent provided by this Agreement. Except as otherwise set forth in Section 2.2(i), the provisions of Directors and Officers Coverage, or maintain such insurance if the failure to so provide Directors and Officers Coverage, shall in no way limit or diminish the obligation of the Company determines to indemnify the Director as provided elsewhere in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a parent or subsidiary of the Companythis Agreement.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time to time, make the good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Company with coverage for losses from wrongful acts, or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' and officers' liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company but is an officer. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time to time, make the a good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Company with coverage for losses from wrongful acts, or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' and officers' liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company but is an officer; or of the Company's key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from -------------------------------------------- time to time, make the a good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Company with coverage for losses from wrongful acts, or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' and officers' liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company but is an officer; or of the Company's key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time to time, make the good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Company with coverage for losses from wrongful acts, or to ensure the Company's ’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' ’ and officers' ’ liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's ’s directors, if Indemnitee is a director; or of the Company's ’s officers, if Indemnitee is not a director of the Company but is an officer. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time to time, make the good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Company with coverage for losses from wrongful acts, or to ensure insure the Company's ’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all To the extent the Company maintains an insurance policy or policies of providing directors' ’ and officers' ’ liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors’s directors under such policy or policies, if Indemnitee is a director; or of the Company's officers’s officers under such policy or policies, if Indemnitee is not a director of the Company but is an officer; or of the Company’s key employees under such policy or policies, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such any insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time to time, make the good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the directors and officers with coverage for losses from wrongful acts, or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' and officers' liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company but is an officer. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from -------------------------------------------- time to time, make the good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Company with coverage for losses from wrongful acts, or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' and officers' liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company but is an officer; or of the Company's key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time to time, make the a good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Company with coverage for losses from wrongful acts, or to ensure the Company's ’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' ’ and officers' ’ liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's ’s directors, if Indemnitee is a director; or of the Company's ’s most favorably insured officers, if Indemnitee is not a director of the Company but is an officer; or of the Company’s key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if or that the premium costs for such insurance are disproportionate to the amount of coverage provided, if or that the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time to time, make the good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Company with coverage for losses from wrongful acts, or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' and officers' liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company but is an officer. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a Subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time to time, make the good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Company and/or its subsidiaries with coverage for losses from wrongful acts, acts or to ensure the Company's ’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' ’ and officers' ’ liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's ’s and/or its subsidiaries’ directors, if Indemnitee is a director; , or of the Company's ’s and/or its subsidiaries’ officers, if Indemnitee is not a director of the Company but is an officerofficer thereof. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the Company, or for any similar reason.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time to time, make the good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Company with coverage for losses from wrongful acts, or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' and officers' liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company but is an officer. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time to time, make the good faith determination whether or not it is practicable for the company to shall obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Company with coverage for losses from wrongful acts, or and to ensure the Company's ’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' ’ and officers' ’ liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's ’s directors, if Indemnitee is a director; or of the Company's ’s officers, if Indemnitee is not a director of the Company but is an officer; or of the Company’s key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the CompanyCompany but, in that event, shall immediately notify Indemnitee of such decision in advance of its implementation such that Indemnitee does not take further actions in his capacity as a director or officer without knowledge that insurance will not be provided or will be reduced in the future period in question.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time to time, make the good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Company with coverage for losses from wrongful acts, or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' and officers' liability insurance, if Indemnitee is a director or officer of the Company, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company but is an officer. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time to time, make the good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Parent or the Company with coverage for losses from wrongful acts, or to ensure the Company's ’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' ’ and officers' ’ liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Parent’s or the Company's ’s directors, as the case may be, if Indemnitee is a director; or of the Parent’s or the Company's ’s officers, as the case may be, if Indemnitee is not a director of the Company but is an officer. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time to time, make the good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Company with coverage for losses from wrongful acts, or to ensure the Company's ’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. The Company hereby covenants and agrees to maintain such directors’ and officers’ liability insurance coverage on reasonable terms and in a reasonable amount, unless the Company shall have made a good faith determination that maintaining such coverage is not practical. In all policies of directors' ’ and officers' ’ liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, ’s directors or officers if Indemnitee is a director; or of the Company's ’s officers, if Indemnitee is not a director an officer; or of the Company Company’s key employees, if Indemnitee is not an officer or director but is an officera key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, -------------------------------------------- from time to time, make the good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Company with coverage for losses from wrongful acts, or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' and officers' liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company but is an officer; or of the Company's key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time to time, make the a good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Company with coverage for losses from wrongful acts, or to ensure the Company's ’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' ’ and officers' ’ liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's ’s directors, if Indemnitee is a director; or of the Company's ’s officers, if Indemnitee is not a director of the Company but is an officer; or of the Company’s key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if or that the premium costs for such insurance are disproportionate to the amount of coverage provided, if or that the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time -------------------------------------------- to time, make the a good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Company with coverage for losses from wrongful acts, or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' and officers' liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company but is an officer; or of the Company's key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time to time, make the good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Company with coverage for losses from wrongful acts, or to ensure 5 6 the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' and officers' liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company but is an officer; or of the Company's key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from -------------------------------------------- time to time, make the good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Company with coverage for losses from wrongful acts, or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' and officers' liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; , or of the Company's officers, if Indemnitee is not a director of the Company but is an officer; or of the Company's key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, benefit or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time to time, make the good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Company with coverage for losses from wrongful acts, or to ensure the Company's ’s performance of its indemnification obligations under this Agreement. Among other considerations, considerations the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' ’ and officers' ’ liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's ’s directors, if Indemnitee is a director; or of the Company's ’s officers, if Indemnitee is not a director of the Company but is an officer. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a Subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time to time, make the good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Company with coverage for losses from wrongful acts, or to ensure the Company's ’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' ’ and officers' ’ liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's ’s directors, if Indemnitee is a director; or of the Company's ’s officers, if Indemnitee is not a director of the Company but is an officer; or of the Company’s key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably reason-ably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time to time, make the a good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Company with coverage for losses from wrongful acts, or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' and officers' liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; , or of the Company's officers, if Indemnitee is not a director of the Company but is an officer, or of the Company's key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from -------------------------------------------- time to time, make the good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Company with coverage for losses from wrongful acts, or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' and officers' liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company but is an officer; or of the Company's key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time -------------------------------------------- to time, make the good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the directors and officers with coverage for losses from wrongful acts, or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' and officers' liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company but is an officer. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time to time, make the good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Company with coverage for losses from wrongful acts, or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' and officers' liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's Company directors, if Indemnitee is a director; , or of the Company's officerskey employees, if Indemnitee is not a an officer or director of the Company but is an officera key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, -------------------------------------------- from time to time, make the a good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Company with coverage for losses from wrongful acts, or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' and officers' liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company but is an officer; or of the Company's key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, -------------------------------------------- from time to time, make the good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Company with coverage for losses from wrongful acts, or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' and officers' liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company but is an officer. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time to time, make the good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the directors and officers with coverage for losses from wrongful acts, or to ensure insure the Company's performance of its indemnification obligations under this Agreementagreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' and officers' liability insuranceinsurance so obtained, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; , or of the Company's officers, if Indemnitee is not a director of the Company but is an officer. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, . if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, benefit or if Indemnitee is covered by similar insurance maintained by a parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from -------------------------------------------- time to time, make the good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Company with coverage for losses from wrongful acts, or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' and officers' liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company but is an officer. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time to time, make the good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the company with coverage for losses from wrongful acts, or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' and officers' liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; , or of the Company's officers, if Indemnitee is not a director of the Company but is an officer; or of the Company's key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time to time, make the good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Company with coverage for losses from wrongful acts, or to ensure 5 the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' and officers' liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company but is an officer; or of the Company's key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time to time, make the good faith determination whether or not it is practicable for the company shall use its best efforts to obtain and maintain a policy in effect during the entire period for which the Company is obligated to indemnify Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies providing to provide Indemnitee and other similarly situated officers, Directors, employees and agents of the directors and officers Company with coverage for losses from wrongful acts, or acts and omissions and to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directorsDirectors' and officers' liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company's directorsDirectors, if Indemnitee is a director; Director, or of the Company's officers, if Indemnitee is not a director of the Company Director but is an officer, or of the Company's key employees, if Indemnitee is not an officer or Director but is an employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the CompanyCompany or an Affiliated Enterprise.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time to time, make the good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Company and/or its subsidiaries with coverage for losses from wrongful acts, acts or to ensure the Company's ’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' ’ and officers' ’ liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's ’s and/or its subsidiaries’ directors, if Indemnitee is a director; , or of the Company's ’s and/or its subsidiaries’ officers, if Indemnitee is not a director of the Company but is an officerofficer thereof. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, benefit or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time to time, make the good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Company with coverage for losses from wrongful acts, or to ensure insure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all To the extent the Company maintains an insurance policy or policies of providing directors' and officers' liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directorsdirectors under such policy or policies, if Indemnitee is a director; , or of the Company's officersofficers under such policy or policies, if Indemnitee is not a director of the Company but is an officer, or of the Company's key employees under such policy or policies, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such any insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time to time, make the good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Company with coverage for losses from wrongful acts, or to ensure the Company's ’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' ’ and officers' ’ liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's ’s directors, if Indemnitee is a director; or of the Company's ’s officers, if Indemnitee is not a director of the Company but is an officer; or one of the Company’s key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time to time, make the a good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the directors directors, officers and officers employees of the Company with coverage for losses from wrongful acts, acts or to ensure the Company's ’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' directors and officers' officers liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's ’s directors, if Indemnitee is a director; or the most favorably insured of the Company's ’s officers, if Indemnitee is not a director of the Company but is an officerofficer or employee of the Company. Notwithstanding the foregoing, and subject to the Change in Control provisions of Section 22, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, provided or if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time to time, make the good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Company with coverage for losses from wrongful acts, or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' and officers' liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee Indem-xxxxx is not a director of the Company but is an officer. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate dis-proportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time to time, make the good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Company and/or its subsidiaries with coverage for losses from wrongful acts, acts or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' and officers' liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's and/or its subsidiaries' directors, if Indemnitee is a director; , or of the Company's and/or its subsidiaries' officers, if Indemnitee is not a director of the Company but is an officerofficer thereof. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, benefit or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time to time, make the a good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the directors directors, officers and officers employees of the Company or any subsidiary of the Company with coverage for losses from wrongful acts, acts or to ensure the Company's ’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' ’ and officers' ’ liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's ’s directors, if Indemnitee is a director; or the most favorably insured of the Company's ’s officers, if Indemnitee is not a director of the Company but is an officerofficer of the Company or any subsidiary of the Company. Notwithstanding the foregoing, and subject to the Change in Control provisions of Section 22, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, benefit or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from -------------------------------------------- time to time, make the good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Company with coverage for losses from wrongful acts, or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' and officers' liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company but is an officer; or of the Company's key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably reason ably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time to time, make the good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the directors and officers with coverage for losses from wrongful acts, or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' and officers' liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directorsdirector, if Indemnitee is a director; , or of the Company's officers, if Indemnitee is not a director of the Company but is an officer. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from form time to time, make the good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the directors and officers of the Company with coverage for losses from wrongful acts, or to ensure the Company's ’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' ’ and officers' ’ liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's ’s directors, if Indemnitee is a director; or of the Company's ’s officers, if Indemnitee is not a director of the Company but is an officer. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time to time, make the good faith determination whether or not it is practicable for the company Company to obtain and maintain main tain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Company with coverage for losses from wrongful acts, or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' and officers' liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company but is an officer; or of the Company's key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time to time, make the good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Company with coverage for losses from wrongful acts, acts or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' and officers' liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; , or of the Company's officers, if Indemnitee is not a director of the Company but is an officer, or of the Company's key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time to time, make the a good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the directors directors, officers and officers employees of the Company or any subsidiary of the Company with coverage for losses from wrongful acts, acts or to ensure the Company's ’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' ’ and officers' ’ liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's ’s directors, if Indemnitee is a director; or the most favorably insured of the Company's ’s officers, if Indemnitee is not a director of the Company but is an officerofficer of the Company or any subsidiary of the Company. Notwithstanding the foregoing, and subject to the Change in Control provisions of Section 24, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, benefit or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time to time, make the a good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Company with coverage for losses from wrongful acts, or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' and officers' liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company but is an officer; or of the Company's key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if or that the premium costs for such insurance are disproportionate to the amount of coverage provided, if or that the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time to time, make the good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Company and/or any of its Subsidiaries with coverage for losses from wrongful acts, or to ensure the Company's ’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' director and officers' officer liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's ’s and/or any of its Subsidiaries’ directors, if Indemnitee is a director; or of the Company's ’s and/or any of its Subsidiaries’ officers, if Indemnitee is not a director of the Company and/or any of its Subsidiaries but is an officer. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a parent or subsidiary Subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time -------------------------------------------- to time, make the good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Company with coverage for losses from wrongful acts, or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' and officers' liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company but is an officer; or of the Company's key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shallCompany, from time to timetime and in its sole and absolute discretion, shall make the good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors and officers of the Company with coverage for losses from wrongful acts, acts or to ensure the Company's ’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' directors and officers' officers liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's ’s directors, if Indemnitee is a director; or of the Company's ’s officers, if Indemnitee is not a director of the Company but is an officer. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a Subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from -------------------------------------------- time to time, make the good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the directors and officers of the Company with coverage for losses from wrongful acts, or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' and officers' liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or of the Company's officers, if Indemnitee is not a director of the Company but is an officer; or of the Company's key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the Company.

Directors and Officers Liability Insurance. 6.01 The Company shall, from time to time, make the a good faith determination whether or not it is practicable for the company Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the directors directors, officers and officers employees of the Company or any subsidiary of the Company with coverage for losses from wrongful acts, acts or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' and officers' liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if Indemnitee is a director; or the most favorably insured of the Company's officers, if Indemnitee is not a director of the Company but is an officerofficer or employee of the Company or any subsidiary of the Company. Notwithstanding the foregoing, and subject to the Change in Control provisions of Section 22, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, benefit or if Indemnitee is covered by similar insurance maintained by a subsidiary or parent or subsidiary of the Company.