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 Employee against all expenses (including reasonable attorneys’ fees), judgments, fines, costs and amounts paid in settlement, as actually and reasonably incurred by Employee in connection with any threatened or pending action, suit, or proceeding, whether civil, criminal, administrative, or investigative that Employee is made a party or a witness 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 Employee 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. During Employee’s employment with the Company and from and after the date that Employee’s employment is terminated for any reason whatsoever, Employee shall receive the same benefits provided to any of the Company’s officers and 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 time) of the Company. (b) Any costs, fees or expenses incurred by 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 action, suit, proceeding, claim or 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 under applicable law). (d) 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 or by-laws (each as amended from time to time). (e) In addition to the foregoing, 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. The Company shall procure and keep in effect Director’s and Officer’s (a“D&O”) To Liability insurance coverage (“D&O Coverage”) throughout the Term and any Renewal Term(s), and Fxxxxx will be eligible to receive all benefits provided thereunder, with the policy listing Fxxxxx as an insured. Such D&O insurance shall be procured in an amount not less than the current coverage amount in effect as of the execution of this Agreement, and in any event no less advantageous than that which is in effect for other directors and officers of the Company. The Company further agrees to indemnify and hold harmless Fxxxxx (which shall include any of his legal representatives) to the fullest extent permitted authorized by applicable law, the Company shall indemnify Employee from and against all any expenses (including reasonable attorneys’ feesfees and costs of counsel, accountants and other experts), judgments, fines, costs liabilities, losses and amounts paid in settlement, as actually and reasonably incurred by Employee Fxxxxx in connection with any threatened threatened, pending or pending completed action, suit, claim or proceedingproceeding (hereinafter, a “Proceeding”), whether civil, criminal, administrativeadministrative or investigative, or investigative that Employee is made a party or a witness by reason of the fact that he Fxxxxx is or was performing services as an a director or officer or director of the Company. Such indemnification shall continue , or is or was serving at the request of the Company as to Employee even if he has ceased to be an employeea director, officer, employee, fiduciary or director agent of another corporation, partnership, joint venture, trust or other enterprise, and whether or not the 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 not granted by such insurance carrier, Fxxxxx shall be entitled to indemnification from the Company to the fullest extent provided by such D&O Coverage or to the fullest extent otherwise provided by this Agreement, whichever shall be greater. The provision of D&O Coverage by an insurance carrier at the expense of the Company and shall inure to the benefit of his heirs and estate. During Employee’s employment with the Company and from and after the date that Employee’s employment is terminated for any reason whatsoever, Employee shall receive the same benefits provided to any of the Company’s officers and directors under any D&O insurance or similar policy, indemnification agreement, or the certificate of incorporation failure to so provide D&O Coverage shall in no way limit or by-laws (each as amended from time to time) of diminish the Company. (b) Any costs, fees or expenses incurred by 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 action, suit, proceeding, claim or 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 under applicable law). (d) The provisions to indemnify Fxxxxx, which obligation shall be absolute, provided that any amounts actually recovered by Fxxxxx from the insurance carrier providing D&O Coverage shall be applied in reduction of this Section 9 are in addition to, and not in derogation of, the indemnification provisions of the Company’s certificate of incorporation or by-laws (each as amended from time to time). (e) In addition to the foregoing, amounts otherwise owing by the Company shall indemnify Employee as provided in the form by reason of Company its indemnification agreement entered into by other officers and directors of the Companyunder this Agreement.

D&O Insurance; Indemnification. The Company shall procure and keep in effect Director’s and Officer’s (a“D&O”) To Liability insurance coverage (“D&O Coverage”) throughout the Term and any Renewal Term(s), and Jxxxx will be eligible to receive all benefits provided thereunder, with the policy listing Jxxxx as an insured. Such D&O insurance shall be procured in an amount not less than the current coverage amount in effect as of the execution of this Agreement, and in any event no less advantageous than that which is in effect for other directors and officers of the Company. The Company further agrees to indemnify and hold harmless Jxxxx (which shall include any of his legal representatives) to the fullest extent permitted authorized by applicable law, the Company shall indemnify Employee from and against all any expenses (including reasonable attorneys’ feesfees and costs of counsel, accountants and other experts), judgments, fines, costs liabilities, losses and amounts paid in settlement, as actually and reasonably incurred by Employee Jxxxx in connection with any threatened threatened, pending or pending completed action, suit, claim or proceedingproceeding (hereinafter, a “Proceeding”), whether civil, criminal, administrativeadministrative or investigative, or investigative that Employee is made a party or a witness by reason of the fact that he Jxxxx is or was performing services as an a director or officer or director of the Company. Such indemnification shall continue , or is or was serving at the request of the Company as to Employee even if he has ceased to be an employeea director, officer, employee, fiduciary or director agent of another corporation, partnership, joint venture, trust or other enterprise, and whether or not the 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 not granted by such insurance carrier, Jxxxx shall be entitled to indemnification from the Company to the fullest extent provided by such D&O Coverage or to the fullest extent otherwise provided by this Agreement, whichever shall be greater. The provision of D&O Coverage by an insurance carrier at the expense of the Company and shall inure to the benefit of his heirs and estate. During Employee’s employment with the Company and from and after the date that Employee’s employment is terminated for any reason whatsoever, Employee shall receive the same benefits provided to any of the Company’s officers and directors under any D&O insurance or similar policy, indemnification agreement, or the certificate of incorporation failure to so provide D&O Coverage shall in no way limit or by-laws (each as amended from time to time) of diminish the Company. (b) Any costs, fees or expenses incurred by 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 action, suit, proceeding, claim or 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 under applicable law). (d) The provisions to indemnify Jxxxx, which obligation shall be absolute, provided that any amounts actually recovered by Jxxxx from the insurance carrier providing D&O Coverage shall be applied in reduction of this Section 9 are in addition to, and not in derogation of, the indemnification provisions of the Company’s certificate of incorporation or by-laws (each as amended from time to time). (e) In addition to the foregoing, amounts otherwise owing by the Company shall indemnify Employee as provided in the form by reason of Company its indemnification agreement entered into by other officers and directors of the Companyunder this Agreement.

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 (aor policies) To the fullest extent permitted by applicable lawbecome fully time-barred, the Company shall indemnify Employee against all expenses (including reasonable attorneyspurchase and maintain, at its own expense, directors’ fees)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, judgmentsor is threatened to be made a party, fines, costs and amounts paid in settlement, as actually and reasonably incurred by Employee in connection with to any threatened or pending action, suit, suit or proceeding, whether civil, criminal, administrative, administrative or investigative that Employee is made (each, a party or a witness “Proceeding”), by reason of the fact that he is or was performing services as an a director, officer or director 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. Such ’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 Employee Executive even if he has ceased to be an employeea director, officermember, employee or director agent of the Company or other entity and shall inure to the benefit of his heirs Executive’s heirs, executors and estateadministrators. During Employee’s employment with the The Company may promptly advance to Executive all reasonable costs and from and after the date that Employee’s employment is terminated for any reason whatsoever, Employee shall receive the same benefits provided to any of the Company’s officers and 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 time) of the Company. (b) Any costs, fees or expenses incurred by Employee relating to indemnification under the Company’s certificate of incorporation Executive in connection with any such action, suit or by-laws (each as amended from time to time) shall be paid by proceeding provided that Executive furnishes the Company in advance as soon as practicable but not later than three business days after receipt of with a written request of Employeeundertaking, provided that Employee shall undertake executed personally or on Executive’s behalf, to repay such amount to the extent that any advances if it is ultimately determined by a court of competent jurisdiction that Employee Executive is not entitled to indemnification. Subject to applicable law, Employee’s right to indemnification or advances from the Company shall be enforceable indemnified 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 action, suit, proceeding, claim or 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 under applicable law). (d) 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 or by-laws (each as amended from time to time). (e) In addition to the foregoing, the Company shall indemnify Employee as provided in the form of Company indemnification agreement entered into by other officers and directors of the Company.