Common use of Indemnification and Advancement of Expenses Clause in Contracts

Indemnification and Advancement of Expenses. The Corporation shall indemnify and advance expenses to, and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (an “Indemnitee”) who was or is made, or is threatened to be made, a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or an officer of the Corporation or, while a director or an officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, member, trustee or agent of another corporation or of a partnership, joint venture, trust, nonprofit entity or other enterprise (including, but not limited to, service with respect to employee benefit plans), against all liability and loss suffered (including, but not limited to, expenses (including, but not limited to, attorneys’ fees and expenses), judgments, fines and amounts paid in settlement and reasonably incurred by such Indemnitee). Notwithstanding the preceding sentence, the Corporation shall be required to indemnify, or advance expenses to, an Indemnitee in connection with a Proceeding (or part thereof) commenced by such Indemnitee only if the commencement of such Proceeding (or part thereof) by the Indemnitee was authorized by the Board of Directors of the Corporation or the Proceeding (or part thereof) relates to the enforcement of the Corporation’s obligations under this Section 9.1.

Indemnification and Advancement of Expenses. The Corporation shall indemnify and advance expenses to, and hold harmless, to the fullest extent permitted by applicable law as it presently exists on the date hereof or as it may hereafter be amended, any person (an “Indemnitee”) who was or is made, made or is threatened to be made, made a party or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she, or a such person for whom he or she is the legal representative, is or was a director Director or an officer of the Corporation or, while a director Director or an officer of the Corporation, is or was serving at the request of the Corporation as a directorDirector, officer, employee, member, trustee employee or agent of another corporation or of a partnership, joint venture, trust, nonprofit entity trust or other enterprise (includingenterprise, but not limited to, including service with respect to employee benefit plans), against all liability liabilities and loss losses suffered (including, but not limited to, and expenses (including, but not limited to, including attorneys’ fees and expensesfees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Indemnitee)Indemnitee in connection with such Proceeding. Such right to indemnification shall continue as to a person who has ceased to be a Director or officer of the Corporation and shall inure to the benefit of his or her heirs, executors and personal and legal representatives. Notwithstanding the preceding sentencesentences, the Corporation shall not be required to indemnify, or advance expenses to, an Indemnitee in connection with a Proceeding (or part thereof) commenced initiated by such Indemnitee only if Indemnitee, whether initiated in such Indemnitee’s capacity as a Director or officer or in any other capacity, or in defending any counterclaim, cross-claim, affirmative defense, or like claim of the commencement Corporation in such Proceeding (or part thereof), unless the initiation of such Proceeding (or part thereof) by the Indemnitee was authorized or consented to by the Board of Directors of the Corporation or the Proceeding (or part thereof) relates to the enforcement of the Corporation’s obligations under this Section 9.1.

Indemnification and Advancement of Expenses. The Corporation shall indemnify and advance expenses to, and hold harmless, to (a) To the fullest maximum extent permitted by applicable law as it presently exists or may hereafter be amendedthe LLC Law, the Company shall indemnify any person (an “Indemnitee”) or entity who was or is made, a party or is threatened to be made, made a party to any threatened, pending or is otherwise involved completed proceeding (other than an action by or in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), the right of the Company) by reason of the fact that he such person or she, or a person for whom he or she is the legal representative, entity is or was (i) a director Member, an officer, employee or an officer agent of the Corporation orCompany, while a director or an officer of the Corporation(ii) members, is or was serving at the request of the Corporation as a partner, director, trustee, officer, employee, member, trustee employee or agent of another corporation person or of a partnership, joint venture, trust, nonprofit entity or other enterprise (including, but not limited to, service with respect to employee benefit plans)entity, against all liability and loss suffered (including, but not limited to, expenses (including, but not limited to, including attorneys’ fees and expensesfees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Indemnitee). Notwithstanding the preceding sentence, the Corporation shall be required to indemnify, person or advance expenses to, an Indemnitee entity in connection with such proceeding. (b) To the maximum extent permitted by the LLC Law, the Company shall indemnify any person or entity who was or is a Proceeding party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that such person or entity is or was (i) a Member, an officer, employee or part thereofagent of the Company, or (ii) commenced members, partner, director, trustee, officer, employee or agent of another person or entity, against expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnitee only if person or entity in connection with the commencement defense or settlement of such Proceeding action or suit. (or part thereofc) To the maximum extent permitted by the Indemnitee LLC Law, the Company shall pay all expenses (including attorneys’ fees) actually and reasonably incurred by any person or entity by reason of the fact that such person or entity is or was a Member in defending any proceeding in advance of the final disposition of such proceeding upon receipt of an undertaking by or on behalf of such person or entity to repay such amount if it is ultimately determined that such person or entity is not entitled to be indemnified by the Company as authorized by the Board LLC Law. (d) The indemnification rights granted pursuant to this Section 12 shall not be exclusive of Directors other indemnification rights, if any, granted to such person or entity and shall inure to the benefit of the Corporation heirs, legal representatives and successors of such person or entity. (e) To the Proceeding (maximum extent permitted by the LLC Law, no repeal of or part thereof) relates to the enforcement restrictive amendment of the Corporation’s obligations under this Section 9.112 and no repeal, restrictive amendment or termination of effectiveness of any law authorizing this Section 12 shall apply to or affect adversely any right or protection of any person or entity entitled to indemnification hereunder, for or with respect to any acts or omissions of such person or entity occurring prior to such repeal, amendment or termination of effectiveness.

Indemnification and Advancement of Expenses. The Corporation shall indemnify and advance expenses to, and hold harmless, to (a) To the fullest extent permitted by applicable law law, as it presently the same exists or may hereafter be amended, any the Corporation shall indemnify, defend and hold harmless each person (an “Indemnitee”) who is or was or is made, made a party or is threatened to be made, made a party to or is otherwise involved in any threatened, pending or completed action, suit suit, or proceeding, whether civil, criminal, administrative or investigative investigative, including an action by or in the right of the Corporation to procure a judgment in its favor (each, a “Proceedingproceeding”), ) by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or an officer of the Corporation or any of its subsidiaries or, while a director or an officer of the CorporationCorporation or any of its subsidiaries or, is or was serving at the request of the Corporation as a director, officer, employee, member, trustee employee or agent of another corporation or of a partnership, joint venture, trust, nonprofit entity or other enterprise (includingor nonprofit entity, but not limited to, including service with respect to an employee benefit plansplan (an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, against all liability and loss suffered (including, but not limited to, and expenses (including, but not limited towithout limitation, attorneys’ fees and expenses)disbursements, judgments, fines fines, Employment Retirement Income Security Act of 1974 excise taxes, damages, claims and penalties and amounts paid in settlement and settlement) reasonably incurred by such Indemniteeindemnitee in connection with such proceeding. The Corporation shall, to the fullest extent not prohibited by applicable law, pay as incurred the expenses (including attorneys’ fees) incurred by an indemnitee in defending or otherwise participating in any proceeding in advance of its final disposition (including by making payment directly to applicable third parties if requested by the indemnitee); provided, however, that, to the extent required by applicable law, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer of the Corporation (and not in any other capacity in which service was or is rendered by such indemnitee including, without limitation, service to an employee benefit plan), shall be made only upon the Corporation’s receipt of an undertaking, by or on behalf of the indemnitee, to repay all amounts so advanced if it shall ultimately be determined that the indemnitee is not entitled to be indemnified under this Section 8.2 or otherwise. The rights to indemnification and advancement of expenses conferred by this Section 8.2 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators. Notwithstanding the preceding sentenceforegoing provisions of this Section 8.2(a), except for proceedings to enforce rights to indemnification (which are, for the avoidance of doubt, indemnified proceedings) and advancement of expenses, the Corporation shall be required to indemnify, or indemnify and advance expenses to, to an Indemnitee indemnitee in connection with a Proceeding proceeding (or part thereof) commenced initiated by such Indemnitee indemnitee only if the commencement of such Proceeding proceeding (or part thereof) by the Indemnitee was was, or is, authorized by the Board Board. (b) The rights to indemnification and advancement of Directors expenses conferred on any indemnitee by this Section 8.2 shall not be exclusive of any other rights that any indemnitee may have or hereafter acquire under law, this Third Amended and Restated Certificate, the Bylaws, an agreement, vote of stockholders or disinterested directors, or otherwise. (c) Any repeal or amendment of this Section 8.2 by the stockholders of the Corporation or by changes in law, or the Proceeding adoption of any other provision of this Third Amended and Restated Certificate inconsistent with this Section 8.2, shall, unless otherwise required by law, be prospective only (or part thereof) relates except to the enforcement extent such amendment or change in law permits the Corporation to provide broader indemnification rights on a retroactive basis than permitted prior thereto), and shall not in any way diminish or adversely affect any right or protection existing at the time of such repeal or amendment or adoption of such inconsistent provision in respect of any proceeding (regardless of when such proceeding is first threatened, commenced or completed) arising out of, or related to, any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision. (d) This Section 8.2 shall not limit the right of the Corporation’s obligations under this Section 9.1, to the extent and in the manner authorized or permitted by law, to indemnify and to advance expenses to persons other than indemnitees.

Indemnification and Advancement of Expenses. The Corporation shall indemnify and advance expenses to, and hold harmless, to To the fullest extent permitted by applicable law law, as it presently the same exists or may hereafter be amended, any the Corporation shall indemnify and hold harmless each person (an “Indemnitee”) who is or was or is made, made a party or is threatened to be made, made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceedingproceeding”), ) by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or an officer of the Corporation or, while a director or an officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, member, trustee employee or agent of another corporation or of a partnership, joint venture, trust, nonprofit entity or other enterprise (includingor nonprofit entity, but not limited to, including service with respect to an employee benefit plansplan (an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, against all liability and loss suffered (including, but not limited to, and expenses (including, but not limited towithout limitation, attorneys’ fees and expenses)fees, judgments, fines fines, ERISA excise taxes and penalties and amounts paid in settlement and settlement) reasonably incurred by such Indemnitee)indemnitee in connection with such proceeding. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by an indemnitee in defending or otherwise participating in any proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking, by or on behalf of the indemnitee, to repay all amounts so advanced if it shall ultimately be determined that the indemnitee is not entitled to be indemnified under this Section 8.2 or otherwise. The rights to indemnification and advancement of expenses conferred by this Section 8.2 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators. Notwithstanding the preceding sentenceforegoing provisions of this Section 8.2(a), except for proceedings to enforce rights to indemnification and advancement of expenses, the Corporation shall be required to indemnify, or indemnify and advance expenses to, to an Indemnitee indemnitee in connection with a Proceeding proceeding (or part thereof) commenced initiated by such Indemnitee indemnitee only if the commencement of such Proceeding proceeding (or part thereof) by the Indemnitee was authorized by the Board of Directors of the Corporation or the Proceeding (or part thereof) relates to the enforcement of the Corporation’s obligations under this Section 9.1Board.

Indemnification and Advancement of Expenses. The Corporation shall indemnify and advance expenses to, and hold harmless, to (a) To the fullest extent permitted by the applicable law laws of the State of Delaware, as it presently the same exists or may hereafter be amended, any the Corporation shall indemnify, defend and hold harmless each person (an “Indemnitee”) who is or was or is made, made a party or is threatened to be made, made a party to or is otherwise involved in any threatened, pending or completed action, suit suit, investigation, arbitration or proceeding, whether civil, criminal, administrative or investigative investigative, including an action by or in the right of the Corporation to procure a judgment in its favor (each, a “Proceedingproceeding”), ) by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or an officer of the Corporation or any of its subsidiaries or, while a director or an officer of the CorporationCorporation or any of its subsidiaries, is or was serving at the request of the Corporation as a director, officer, employee, member, trustee employee or agent of another corporation or of a partnership, joint venture, trust, nonprofit entity or other enterprise (includingor nonprofit entity, but not limited to, including service with respect to an employee benefit plansplan (an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, against all liability and loss suffered (including, but not limited to, and expenses (including, but not limited towithout limitation, attorneys’ fees and expenses)disbursements, judgments, fines fines, ERISA excise taxes, damages, claims and penalties and amounts paid in settlement and settlement) reasonably incurred by such Indemniteeindemnitee in connection with such proceeding. The Corporation shall to the fullest extent not prohibited by applicable law pay as incurred the expenses (including attorneys’ fees) incurred by an indemnitee in defending or otherwise participating in any proceeding in advance of its final disposition (including by making payment directly to applicable third parties if requested by the indemnitee); provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking, by or on behalf of the indemnitee, to repay all amounts so advanced if it shall ultimately be determined that the indemnitee is not entitled to be indemnified under this Section 8.2 or otherwise. The rights to indemnification and advancement of expenses conferred by this Section 8.2 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators. Notwithstanding the preceding sentenceforegoing provisions of this Section 8.2(a), except for proceedings to enforce rights to indemnification and advancement of expenses, the Corporation shall indemnify and advance expenses to an indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board. (b) The rights to indemnification and advancement of expenses conferred on any indemnitee by this Section 8.2 shall not be exclusive of any other rights that any indemnitee may have or hereafter acquire under law, this Second Amended and Restated Certificate as it may be further amended from time to time, the By-Laws, an agreement, vote of stockholders or disinterested directors, or otherwise. (c) Any repeal or amendment of this Section 8.2 by the stockholders of the Corporation or by changes in law, or the adoption of any other provision of this Second Amended and Restated Certificate inconsistent with this Section 8.2, shall, unless otherwise required by law, be prospective only (except to the extent such amendment or change in law permits the Corporation to provide broader indemnification rights on a retroactive basis than permitted prior thereto), and shall not in any way diminish or adversely affect any right or protection existing at the time of such repeal or amendment or adoption of such inconsistent provision in respect of any proceeding (regardless of when such proceeding is first threatened, commenced or completed) arising out of, or related to, any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision. (d) This Section 8.2 shall not limit the right of the Corporation, to the extent and in the manner authorized or permitted by law, to indemnify and to advance expenses to persons other than indemnitees. (e) To the extent an indemnitee has rights to indemnification, advancement of expenses and/or insurance provided by persons or entities other than the Corporation (collectively, the “Other Indemnitors”), (i) the Corporation shall be the indemnitor of first resort (i.e., that its obligations to an indemnitee are primary and any obligation of the Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by an indemnitee are secondary), (ii) the Corporation shall be required to indemnifyadvance the full amount of expenses incurred by an indemnitee and shall be liable for the full amount of all claims, liabilities, damages, losses, costs and expenses (including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or advance other costs and reasonable expenses toof investigating or defending against any claim or alleged claim) to the extent legally permitted and as required by the terms of this Second Amended and Restated Certificate, the By-Laws and the agreements to which the Corporation is a party, without regard to any rights an Indemnitee indemnitee may have against the Other Indemnitors, and (iii) the Corporation irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims against them for contribution, subrogation or any other recovery of any kind in connection respect thereof. No advancement or payment by the Other Indemnitors on behalf of an indemnitee with respect to any claim for which an indemnitee has sought indemnification from the Corporation shall affect the foregoing, and the Other Indemnitors shall have a Proceeding (or part thereof) commenced by such Indemnitee only if right of contribution and be subrogated to the commencement extent of such Proceeding (advancement or part thereof) by the Indemnitee was authorized by the Board of Directors payment to all of the Corporation or the Proceeding (or part thereof) relates to the enforcement rights of recovery of an indemnitee against the Corporation’s obligations under this Section 9.1.