Common use of Indemnification and Exculpation Clause in Contracts

Indemnification and Exculpation. The members of the Board and the Parent Board, its agents and officers, directors, and employee of the Company and its affiliates will be indemnified and held harmless by the Company against and from any and all loss, cost, liability, or expense that may be imposed upon or reasonably incurred by them in connection with or resulting from any claim, action, suit, or proceeding to which they may be a party or in which they may be involved by reason of any action taken or failure to act under this Agreement and against and from any and all amounts paid by them in settlement (with the Company’s written approval) or paid by them in satisfaction of a judgment in any such action, suit, or proceeding. The foregoing provision will not apply to any person if the loss, cost, liability, or expense is due to that person’s gross negligence or willful misconduct.

Indemnification and Exculpation. The members of the Board and the Parent Board, its agents and officers, directors, and employee employees of the Company and its affiliates will be indemnified and held harmless by the Company against and from any and all loss, cost, liability, or expense that may be imposed upon or reasonably incurred by them in connection with or resulting from any claim, action, suit, or proceeding to which they may be a party or in which they may be involved by reason of any action taken or failure to act under this Agreement and against and from any and all amounts paid by them in settlement (with the Company’s written approval) or paid by them in satisfaction of a judgment in any such action, suit, or proceeding. The foregoing provision will not apply to any person if the loss, cost, liability, or expense is due to that person’s gross negligence or willful misconduct.

Indemnification and Exculpation. The members of the Board and the Parent Board, its agents and officers, directors, and employee of the Company and its affiliates will be indemnified and held harmless by the Company against and from any and all loss, cost, liability, or expense that may be imposed upon or reasonably incurred by them in connection with or resulting from any claim, action, suit, or proceeding to which they may be a party or in which they may be involved by reason of any action taken or failure to act under this Agreement and against and from any and all amounts paid by them in settlement (with the Company’s written approval) or paid by them in satisfaction of a judgment in any such action, suit, or proceeding. The foregoing provision will not apply to any person if the loss, cost, liability, or expense is due to that person’s gross negligence or willful misconduct.

Indemnification and Exculpation. The members agents, officers, directors and employees of the Board Corporation and its Subsidiaries and the Parent Board, its agents and officers, directors, and employee of the Company and its affiliates will Committee shall be indemnified and held harmless by the Company Corporation against and from any and all loss, cost, liability, liability or expense that may be imposed upon or reasonably incurred by them in connection with or resulting from any claim, action, suit, suit or proceeding to which they may be a party or in which they may be involved by reason of any action taken or failure to act under this Agreement the Plan and against and from any and all amounts paid by them in settlement (with the Company’s Corporation's written approval) or paid by them in satisfaction of a judgment in any such action, suit, suit or proceeding. The foregoing provision will shall not apply be applicable to any person if the loss, cost, liability, liability or expense is due to that such person’s 's gross negligence or willful misconduct.

Indemnification and Exculpation. The agents, officers, directors and members of the Board Corporation and its Subsidiaries and the Parent Board, its agents and officers, directors, and employee of the Company and its affiliates will Committee shall be indemnified and held harmless by the Company Corporation against and from any and all loss, cost, liability, liability or expense that may be imposed upon or reasonably incurred by them in connection with or resulting from any claim, action, suit, suit or proceeding to which they may be a party or in which they may be involved by reason of any action taken or failure to act under this Agreement the Plan and against and from any and all amounts paid by them in settlement (with the Company’s Corporation's written approval) or paid by them in satisfaction of a judgment in any such action, suit, suit or proceeding. The foregoing provision will shall not apply be applicable to any person if the loss, cost, liability, liability or expense is due to that such person’s 's gross negligence or willful misconduct.

Indemnification and Exculpation. The members of the Board and the Parent BoardCompensation Committee, its agents and officers, directors, directors and employee employees of the Company and its affiliates will the Subsidiaries shall be indemnified and held harmless by the Company against and from any and all loss, cost, liability, liability or expense that may be imposed upon or reasonably incurred by them in connection with or resulting from any claim, action, suit, suit or proceeding to which they may be a party or in which they may be involved by reason of any action taken or failure to act under this Agreement Plan and against and from any and all amounts paid by them in settlement (with the Company’s 's written approval) or paid by them in satisfaction of a judgment in any such action, suit, suit or proceeding. The foregoing provision will shall not apply be applicable to any person if the loss, cost, liability, liability or expense is due to that such person’s 's gross negligence or willful misconduct.

Indemnification and Exculpation. The members of the Board and the Parent Board, its agents and officers, directors, and employee employees of the Company and its affiliates will be indemnified and held harmless by the Company against and from any and all loss, cost, liability, or expense that may be imposed upon or reasonably incurred by them in connection with or resulting from any claim, action, suit, or proceeding to which they may be a party or in which they may be involved by reason of any action taken or failure to act under this Agreement and against and from any and all amounts paid by them in settlement (with the Company’s written approval) or paid by them in satisfaction of a judgment in any such action, suit, or proceeding. The foregoing provision will not apply to any person if the loss, cost, liability, or expense is due to that person’s gross negligence or willful misconduct.

Indemnification and Exculpation. The members of the Board and the Parent Board, its agents and officers, directors, and employee Executives of the Company and its affiliates will be indemnified and held harmless by the Company against and from any and all loss, cost, liability, or expense that may be imposed upon or reasonably incurred by them in connection with or resulting from any claim, action, suit, or proceeding to which they may be a party or in which they may be involved by reason of any action taken or failure to act under this Agreement and against and from any and all amounts paid by them in settlement (with the Company’s written approval) or paid by them in satisfaction of a judgment in any such action, suit, or proceeding. The foregoing provision will not apply to any person if the loss, cost, liability, or expense is due to that person’s gross negligence or willful misconduct.

Indemnification and Exculpation. The members of the Board and the Parent BoardAdministrator(s), its agents agents, and officers, directors, and employee employees of the Company Corporation and its affiliates will Affiliates shall be indemnified and held harmless by the Company Corporation against and from any and all loss, cost, liability, or expense that may be imposed upon or reasonably incurred by them in connection with or resulting from any claim, action, suit, or proceeding to which they may be a party or in which they may be involved by reason of any action taken or failure to act under this Agreement Plan and against and from any and all amounts paid by them in settlement (with the Company’s Corporation's written approval) or paid by them in satisfaction of a judgment judgement in any such action, suit, or proceeding. The foregoing provision will shall not apply be applicable to any person if the loss, cost, liability, or expense is due to that such person’s 's gross negligence or willful misconduct.

Indemnification and Exculpation. The members of the Board and the Parent Board, its agents and officers, directors, and employee employees of the Company and its affiliates will shall be indemnified and held harmless by the Company against and from any and all loss, cost, liability, or expense that may be imposed upon or reasonably incurred by them in connection with or resulting from any claim, action, suit, or proceeding to which they may be a party or in which they may be involved by reason of any action taken or failure to act under this Agreement and against and from any and all amounts paid by them in settlement (with the Company’s 's written approval) or paid by them in satisfaction of a judgment in any such action, suit, or proceeding. The foregoing provision will shall not apply be applicable to any person if the loss, cost, liability, or expense is due to that such person’s 's gross negligence or willful misconduct.