Common use of D&O Insurance; Indemnification Clause in Contracts

D&O Insurance; Indemnification. (a) To the fullest extent permitted by applicable law, the Company shall indemnify the Executive against all expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement, as actually and reasonably incurred by the Executive in connection with any threatened or pending action, suit, or proceeding, whether civil, criminal, administrative, or investigative that the Executive is made a party to by reason of the fact that he is or was performing services as an officer or director of the Company. Such indemnification shall continue as to the Executive even if he has ceased to be an employee, officer, or director of the Company and shall inure to the benefit of his heirs and estate. (b) Any costs, fees or expenses incurred by the Executive relating to indemnification under the Company's Certificate of Incorporation, as amended, shall be paid by the Company in advance as soon as practicable but not later than three business days after receipt of written request of the Executive; provided that the Executive shall undertake to repay such amount to the extent that it is ultimately determined by a court of competent jurisdiction that the Executive is not entitled to indemnification. Subject to applicable law, the Executive's right to indemnification or advances from the Company shall be enforceable by the Executive in any court of competent jurisdiction. The burden of proving that indemnification or advances are not appropriate shall be on the Company. (c) The provisions of this Section 9 are in addition to, and not in derogation of, the indemnification provisions of the Company's Certificate of Incorporation, as amended, and the Indemnification Agreement between the Company and the Executive (the "Indemnification Agreement").

D&O Insurance; Indemnification. (a) To the fullest extent permitted by applicable law, the Company shall indemnify the Executive against all expenses (including reasonable attorneys' ’ fees), judgments, fines, and amounts paid in settlement, as actually and reasonably incurred by the Executive in connection with any threatened or pending action, suit, or proceeding, whether civil, criminal, administrative, or investigative that the Executive is made a party to by reason of the fact that he is or was performing services as an officer or director of the Company. Such indemnification shall continue as to the Executive even if he has ceased to be an employee, officer, or director of the Company and shall inure to the benefit of his heirs and estate. (b) Any costs, fees or expenses incurred by the Executive relating to indemnification under the Company's ’s Certificate of Incorporation, as amended, or the Company’s Bylaws, as amended, shall be paid by the Company in advance as soon as practicable but not later than three business days after receipt of written request of the Executive; provided that the Executive shall undertake to repay such amount to the extent that it is ultimately determined by a court of competent jurisdiction that the Executive is not entitled to indemnification. Subject to applicable law, the Executive's ’s right to indemnification or advances from the Company shall be enforceable by the Executive in any court of competent jurisdiction. The burden of proving that indemnification or advances are not appropriate shall be on the Company. (c) The provisions of this Section 9 are in addition to, and not in derogation of, the indemnification provisions of the Company's ’s Certificate of Incorporation, as amended, the Company’s Bylaws, as amended, and the Indemnification Agreement between the Company and the Executive (the "“Indemnification Agreement"”).

D&O Insurance; Indemnification. (a) To the fullest extent permitted by applicable law, the Company shall indemnify the Executive against all expenses (including reasonable attorneys' ’ fees), judgments, fines, and amounts paid in settlement, as actually and reasonably incurred by the Executive in connection with any threatened or pending action, suit, or proceeding, whether civil, criminal, administrative, or investigative that the Executive is made a party to by reason of the fact that he is or was performing services as an officer or director of the Company. Such indemnification shall continue as to the Executive even if he has ceased to be an employee, officer, or director of the Company and shall inure to the benefit of his heirs and estate. (b) Any costs, fees or expenses incurred by the Executive relating to indemnification under the Company's ’s Certificate of Incorporation, as amended, shall be paid by the Company in advance as soon as practicable but not later than three business days after receipt of written request of the Executive; provided that the Executive shall undertake to repay such amount to the extent that it is ultimately determined by a court of competent jurisdiction that the Executive is not entitled to indemnification. Subject to applicable law, the Executive's ’s right to indemnification or advances from the Company shall be enforceable by the Executive in any court of competent jurisdiction. The burden of proving that indemnification or advances are not appropriate shall be on the Company. (c) The provisions of this Section 9 are in addition to, and not in derogation of, the indemnification provisions of the Company's ’s Certificate of Incorporation, as amended, and the Indemnification Agreement between the Company and the Executive (the "“Indemnification Agreement"”).

D&O Insurance; Indemnification. (a) To the fullest extent permitted by applicable law, the Company shall indemnify the Executive against all expenses (including reasonable attorneys' ’ fees), judgments, fines, and amounts paid in settlement, as actually and reasonably incurred by the Executive in connection with any threatened or pending action, suit, or proceeding, whether civil, criminal, administrative, or investigative that the Executive is made a party to by reason of the fact that he she is or was performing services as an officer or director of the Company. Such indemnification shall continue as to the Executive even if he she has ceased to be an employee, officer, or director of the Company and shall inure to the benefit of his her heirs and estate. (b) Any costs, fees or expenses incurred by the Executive relating to indemnification under the Company's ’s Certificate of Incorporation, as amended, shall be paid by the Company in advance as soon as practicable but not later than three business days after receipt of written request of the Executive; provided that the Executive shall undertake to repay such amount to the extent that it is ultimately determined by a court of competent jurisdiction that the Executive is not entitled to indemnification. Subject to applicable law, the Executive's ’s right to indemnification or advances from the Company shall be enforceable by the Executive in any court of competent jurisdiction. The burden of proving that indemnification or advances are not appropriate shall be on the Company. (c) The provisions of this Section 9 are in addition to, and not in derogation of, the indemnification provisions of the Company's ’s Certificate of Incorporation, as amended, and the Indemnification Agreement between the Company and the Executive (the "“Indemnification Agreement"”).