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

D&O Insurance; Indemnification. In addition to any indemnification rights that Executive may have under the Company’s bylaws, while employed by the Company and continuing until the later of the sixth anniversary of the termination of Executive’s employment and the date on which all claims against Executive that would otherwise be covered by such policy (or policies) become fully time-barred, the Company shall purchase and maintain, at its own expense, directors’ and officers’ liability insurance providing coverage to Executive on terms that are no less favorable than the coverage provided to directors and senior executives of the Company. The Company agrees that if Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (each, a “Proceeding”), by reason of the fact that he is or was a director, officer or employee of the Company or is or was serving at the request of the Company as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is Executive’s alleged action in an official capacity while serving as a director, officer, member, employee or agent, in each case, whether on, prior to, or following the Effective Date, Executive shall be indemnified and held harmless by the Company to the fullest extent permitted or authorized by applicable law and the Company’s bylaws, against all cost, expense, liability and loss reasonably incurred or suffered by Executive in connection therewith, and such indemnification shall continue as to Executive even if he has ceased to be a director, member, employee or agent of the Company or other entity and shall inure to the benefit of Executive’s heirs, executors and administrators. The Company may promptly advance to Executive all reasonable costs and expenses incurred by Executive in connection with any such action, suit or proceeding provided that Executive furnishes the Company with a written undertaking, executed personally or on Executive’s behalf, to repay any advances if it is ultimately determined that Executive is not entitled to be indemnified by the Company.

D&O Insurance; Indemnification. In addition The Company shall procure and keep in effect Director’s and Officer’s (“D&O”) Liability insurance coverage (“D&O Coverage”) throughout the Term and any Renewal Term(s), and Fxxxxx will be eligible to any indemnification rights that Executive may have under receive all benefits provided thereunder, with the Company’s bylaws, while employed by policy listing Fxxxxx as an insured. Such D&O insurance shall be procured in an amount not less than the Company and continuing until the later current coverage amount in effect as of the sixth anniversary execution of the termination of Executive’s employment this Agreement, and the date on which all claims against Executive that would otherwise be covered by such policy (or policies) become fully time-barred, the Company shall purchase and maintain, at its own expense, directors’ and officers’ liability insurance providing coverage to Executive on terms that are in any event no less favorable advantageous than the coverage provided to that which is in effect for other directors and senior executives officers of the Company. The Company further agrees that if Executive is made a partyto indemnify and hold harmless Fxxxxx (which shall include any of his legal representatives) to the fullest extent authorized by law, from and against any expenses (including reasonable fees and costs of counsel, accountants and other experts), judgments, fines, liabilities, losses and amounts reasonably incurred by Fxxxxx in connection with any threatened, pending or is threatened to be made a party, to any completed action, suit suit, claim or proceedingproceeding (hereinafter, a “Proceeding”), whether civil, criminal, administrative or investigative (each, a “Proceeding”)investigative, by reason of the fact that he Fxxxxx is or was a director, director or officer or employee of the Company Company, or is or was serving at the request of the Company as a director, officer, memberemployee, employee fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, and whether or not the basis cause of such Proceeding occurred before or after the date of this Agreement. Fxxxxx shall not settle any matter for which Fxxxxx has sought or intends to seek indemnification hereunder without first attempting to obtain any approval required with respect to such settlement by the insurance carrier of any applicable D&O Coverage. If Fxxxxx seeks such approval, but such approval is Executive’s alleged action in an official capacity while serving as a directornot granted by such insurance carrier, officer, member, employee or agent, in each case, whether on, prior to, or following the Effective Date, Executive Fxxxxx shall be indemnified and held harmless by entitled to indemnification from the Company to the fullest extent permitted provided by such D&O Coverage or authorized to the fullest extent otherwise provided by applicable law and this Agreement, whichever shall be greater. The provision of D&O Coverage by an insurance carrier at the Company’s bylaws, against all cost, expense, liability and loss reasonably incurred or suffered by Executive in connection therewith, and such indemnification shall continue as to Executive even if he has ceased to be a director, member, employee or agent expense of the Company or other entity and the failure to so provide D&O Coverage shall inure in no way limit or diminish the obligation of the Company to the benefit of Executive’s heirsindemnify Fxxxxx, executors and administrators. The Company may promptly advance to Executive all reasonable costs and expenses incurred by Executive in connection with any such actionwhich obligation shall be absolute, suit or proceeding provided that Executive furnishes any amounts actually recovered by Fxxxxx from the insurance carrier providing D&O Coverage shall be applied in reduction of amounts otherwise owing by the Company with a written undertaking, executed personally or on Executive’s behalf, to repay any advances if it is ultimately determined that Executive is not entitled to be indemnified by the Companyreason of its indemnification under this Agreement.

D&O Insurance; Indemnification. In addition to any indemnification rights that Executive may have under (a) To the Company’s bylaws, while employed fullest extent permitted by the Company and continuing until the later of the sixth anniversary of the termination of Executive’s employment and the date on which all claims against Executive that would otherwise be covered by such policy (or policies) become fully time-barredapplicable law, the Company shall purchase indemnify Employee against all expenses (including reasonable attorneys’ fees), judgments, fines, costs and maintainamounts paid in settlement, at its own expense, directors’ as actually and officers’ liability insurance providing coverage to Executive on terms that are no less favorable than the coverage provided to directors and senior executives of the Company. The Company agrees that if Executive is made a party, reasonably incurred by Employee in connection with any threatened or is threatened to be made a party, to any pending action, suit suit, or proceeding, whether civil, criminal, administrative administrative, or investigative (each, that Employee is made a “Proceeding”), party or a witness by reason of the fact that he is or was a director, performing services as an officer or employee director of the Company or is or was serving at the request of the Company as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is Executive’s alleged action in an official capacity while serving as a director, officer, member, employee or agent, in each case, whether on, prior to, or following the Effective Date, Executive shall be indemnified and held harmless by the Company to the fullest extent permitted or authorized by applicable law and the Company’s bylaws, against all cost, expense, liability and loss reasonably incurred or suffered by Executive in connection therewith, and such . Such indemnification shall continue as to Executive Employee even if he has ceased to be a directoran employee, memberofficer, employee or agent director of the Company or other entity and shall inure to the benefit of Executivehis heirs and estate. During Employee’s heirsemployment with the Company and from and after the date that Employee’s employment is terminated for any reason whatsoever, executors Employee shall receive the same benefits provided to any of the Company’s officers and administrators. The Company may promptly advance directors under any D&O insurance or similar policy, indemnification agreement, or the certificate of incorporation or by-laws (each as amended from time to Executive all reasonable costs and time) of the Company. (b) Any costs, fees or expenses incurred by Executive Employee relating to indemnification under the Company’s certificate of incorporation or by-laws (each as amended from time to time) 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 Employee, provided that Employee shall undertake to repay such amount to the extent that it is ultimately determined by a court of competent jurisdiction that Employee is not entitled to indemnification. Subject to applicable law, Employee’s right to indemnification or advances from the Company shall be enforceable by Employee in any court of competent jurisdiction. The burden of proving that indemnification or advances are not appropriate shall be on the Company. (c) Notwithstanding Sections 9(a) and (b), the Company shall not be required to indemnify or advance expenses to Employee in connection with any such action, suit suit, proceeding, claim or proceeding provided that Executive furnishes counterclaim initiated by or on behalf of Employee (other than with respect to enforcing Employee’s rights under any indemnification agreement or indemnification obligation of the Company with a written undertakingunder applicable law). (d) The provisions of this Section 9 are in addition to, executed personally and not in derogation of, the indemnification provisions of the Company’s certificate of incorporation or on Executive’s behalfby-laws (each as amended from time to time). (e) In addition to the foregoing, to repay any advances if it is ultimately determined that Executive is not entitled to be indemnified the Company shall indemnify Employee as provided in the form of Company indemnification agreement entered into by other officers and directors of the Company.

D&O Insurance; Indemnification. In addition The Company shall procure and keep in effect Director’s and Officer’s (“D&O”) Liability insurance coverage (“D&O Coverage”) throughout the Term and any Renewal Term(s), and Jxxxx will be eligible to any indemnification rights that Executive may have under receive all benefits provided thereunder, with the Company’s bylaws, while employed by policy listing Jxxxx as an insured. Such D&O insurance shall be procured in an amount not less than the Company and continuing until the later current coverage amount in effect as of the sixth anniversary execution of the termination of Executive’s employment this Agreement, and the date on which all claims against Executive that would otherwise be covered by such policy (or policies) become fully time-barred, the Company shall purchase and maintain, at its own expense, directors’ and officers’ liability insurance providing coverage to Executive on terms that are in any event no less favorable advantageous than the coverage provided to that which is in effect for other directors and senior executives officers of the Company. The Company further agrees that if Executive is made a partyto indemnify and hold harmless Jxxxx (which shall include any of his legal representatives) to the fullest extent authorized by law, from and against any expenses (including reasonable fees and costs of counsel, accountants and other experts), judgments, fines, liabilities, losses and amounts reasonably incurred by Jxxxx in connection with any threatened, pending or is threatened to be made a party, to any completed action, suit suit, claim or proceedingproceeding (hereinafter, a “Proceeding”), whether civil, criminal, administrative or investigative (each, a “Proceeding”)investigative, by reason of the fact that he Jxxxx is or was a director, director or officer or employee of the Company Company, or is or was serving at the request of the Company as a director, officer, memberemployee, employee fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, and whether or not the basis cause of such Proceeding occurred before or after the date of this Agreement. Jxxxx shall not settle any matter for which Jxxxx has sought or intends to seek indemnification hereunder without first attempting to obtain any approval required with respect to such settlement by the insurance carrier of any applicable D&O Coverage. If Jxxxx seeks such approval, but such approval is Executive’s alleged action in an official capacity while serving as a directornot granted by such insurance carrier, officer, member, employee or agent, in each case, whether on, prior to, or following the Effective Date, Executive Jxxxx shall be indemnified and held harmless by entitled to indemnification from the Company to the fullest extent permitted provided by such D&O Coverage or authorized to the fullest extent otherwise provided by applicable law and this Agreement, whichever shall be greater. The provision of D&O Coverage by an insurance carrier at the Company’s bylaws, against all cost, expense, liability and loss reasonably incurred or suffered by Executive in connection therewith, and such indemnification shall continue as to Executive even if he has ceased to be a director, member, employee or agent expense of the Company or other entity and the failure to so provide D&O Coverage shall inure in no way limit or diminish the obligation of the Company to the benefit of Executive’s heirsindemnify Jxxxx, executors and administrators. The Company may promptly advance to Executive all reasonable costs and expenses incurred by Executive in connection with any such actionwhich obligation shall be absolute, suit or proceeding provided that Executive furnishes any amounts actually recovered by Jxxxx from the insurance carrier providing D&O Coverage shall be applied in reduction of amounts otherwise owing by the Company with a written undertaking, executed personally or on Executive’s behalf, to repay any advances if it is ultimately determined that Executive is not entitled to be indemnified by the Companyreason of its indemnification under this Agreement.