Common use of Indemnification and Directors and Officers Liability Insurance Clause in Contracts

Indemnification and Directors and Officers Liability Insurance. (a) To the extent permitted by applicable law and the Corporate Documents, the Company hereby agrees to indemnify Executive from and against all loss, costs, damages and expenses including, without limitation, legal expenses of counsel (which expenses the Company will, to the extent so permitted, advance to Executive as the same are incurred) arising out of or in connection with the fact that Executive is or was an officer, employee or agent of the Company and/or its Affiliates. However, the Executive shall repay any expenses paid or reimbursed by the Company if it is ultimately determined that he is not legally entitled to be indemnified by the Company. If the Company’s ability to make any payment contemplated by this Section 3.03 depends on an investigation or determination by the Board, at the Executive’s request the Company will use its best efforts to cause the investigation to be made (at the Company’s expense) and to have the Board reach a determination as soon as reasonably possible.

Indemnification and Directors and Officers Liability Insurance. (a) To the extent permitted by the Company’s by-laws and applicable law and the Corporate Documentslaw, the Company hereby agrees to indemnify Executive from and against all loss, costs, damages and expenses including, without limitation, legal expenses of counsel (which expenses the Company will, to the extent so permitted, advance to Executive as the same are incurred) arising out of or in connection with the fact that Executive is or was an officer, employee or agent of the Company and/or its Affiliates. However, the Executive shall repay any expenses paid or reimbursed by the Company if it is ultimately determined that he is not legally entitled to be indemnified by the Company. If the Company’s ability to make any payment contemplated by this Section 3.03 3.03(a) depends on an investigation or determination by the Board, at the Executive’s request the Company will use its best efforts to cause the investigation to be made (at the Company’s expense) and to have the Board reach a determination as soon as reasonably possible.

Indemnification and Directors and Officers Liability Insurance. (a) To the extent permitted by applicable law and the Corporate Documentsorganizational documents of the Company and the Material Subsidiaries, the Company hereby agrees to indemnify Executive from and against all loss, costs, damages and expenses including, without limitation, legal expenses of counsel (which expenses the Company will, to the extent so permitted, advance to Executive as the same are incurred) arising out of or in connection with the fact that Executive is or was an officer, employee or agent of the Company and/or its Affiliates. However, the Executive shall repay any expenses paid or reimbursed by the Company if it is ultimately determined that he is not legally entitled to be indemnified by the Company. If the Company’s ability to make any payment contemplated by this Section 3.03 depends on an investigation or determination by the Board, at the Executive’s request the Company will use its best efforts to cause the investigation to be made (at the Company’s expense) and to have the Board reach a determination as soon as reasonably possible.