Common use of Indemnification and Insurance; Legal Expenses Clause in Contracts

Indemnification and Insurance; Legal Expenses. During the Term and for so long thereafter as liability exists with regard to the Employee’s activities during the Term on behalf of the Company, its affiliates, or as a fiduciary of any benefit plan of any of them, the Company shall indemnify the Employee to the fullest extent permitted by applicable law (other than in connection with the Employee’s gross negligence or willful misconduct), and shall advance to the Employee reasonable attorneys’ fees and expenses as such fees and expenses are incurred (subject to an undertaking from the Employee to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Employee was not entitled to the reimbursement of such fees and expenses). During the Term and thereafter while liability exists, the Employee shall be entitled to the protection of any insurance policies the Company shall elect to maintain generally for the benefit of its directors and officers (“Directors and Officers Insurance”) against all costs, charges and expenses incurred or sustained by the Employee in connection with any action, suit or proceeding to which the Employee may be made a party by reason of the Employee being or having been a director, officer or employee of the Company or any of its affiliates or his serving or having served any other enterprise or benefit plan as a director, officer, fiduciary or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement), provided that the Employee shall, in all cases, be entitled to Directors and Officers Insurance coverage no less favorable than that (if any) provided to any other present or former director, manager or officer of the Company.

Indemnification and Insurance; Legal Expenses. During the Term and for so long thereafter as liability exists with regard to the Employee’s activities during the Term on behalf of the Company, its affiliates, or as a fiduciary of any benefit plan of any of them, the The Company shall indemnify the Employee to the fullest extent permitted by applicable law (other than law, in connection with effect at the Employee’s gross negligence time of the subject act or willful misconduct)omission, and shall advance to the Employee reasonable attorneys’ ' fees and expenses as such fees and expenses are incurred (subject to an undertaking from the Employee to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Employee was not entitled to the reimbursement of such fees and expenses). During the Term , and thereafter while liability exists, the Employee shall will be entitled to the protection of any insurance policies that the Company shall may elect to maintain generally for the benefit of its directors and officers (“Directors and Officers Insurance”) against all costs, charges and expenses incurred or sustained by the Employee him in connection with any action, suit or proceeding to which the Employee he may be made a party by reason of the Employee his being or having been a director, officer or employee of the Company or any of its affiliates subsidiaries, or his serving or having served any other enterprise or benefit plan as a director, officer, fiduciary officer or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement), provided that . The Company covenants to maintain during the Employee's employment for the benefit of the Employee shall, (in all cases, be entitled to his capacity as an officer and director of the Company) Directors and Officers Insurance coverage providing benefits to the Employee no less favorable favorable, taken as a whole, than that (if any) the benefits provided to any the other present or former director, manager or officer similarly situated employees of the CompanyCompany by the Directors and Officers Insurance maintained by the Company on the date hereof.

Indemnification and Insurance; Legal Expenses. During the Term and for so long thereafter as liability exists with regard to the EmployeeExecutive’s activities during the Term on behalf of the Company, its affiliatesAffiliates, or as a fiduciary of any benefit plan of any of them, the Company shall indemnify the Employee Executive to the fullest extent permitted by applicable law (other than in connection with the EmployeeExecutive’s gross negligence or willful misconduct), and shall advance to the Employee Executive reasonable attorneys’ fees and expenses as such fees and expenses are incurred (subject to an undertaking from the Employee Executive to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Employee Executive was not entitled to the reimbursement of such fees and expenses). During the Term and thereafter while liability exists, the Employee Executive shall be entitled to the protection of any insurance policies the Company shall elect to maintain generally for the benefit of its directors and officers (“Directors and Officers Insurance”) against all costs, charges and expenses incurred or sustained by the Employee him in connection with any action, suit or proceeding to which the Employee he may be made a party by reason of the Employee his being or having been a director, officer or employee of the Company or any of its affiliates Affiliates or his serving or having served any other enterprise or benefit plan as a director, officer, fiduciary or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement), ; provided that the Employee Executive shall, in all cases, be entitled to such Directors and Officers Insurance coverage no less favorable than that (if any) provided to any other present or former director, manager director or officer of the Company.

Indemnification and Insurance; Legal Expenses. During the Term and for so long thereafter as liability exists with regard to the EmployeeExecutive’s activities during the Term on behalf of the Company, its affiliatesAffiliates, or as a fiduciary of any benefit plan of any of them, the Company shall indemnify the Employee Executive to the fullest extent permitted by applicable law (other than in connection with the EmployeeExecutive’s gross negligence or willful misconduct), and shall advance to the Employee Executive reasonable attorneys’ fees and expenses as such fees and expenses are incurred (subject to an undertaking from the Employee Executive to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Employee Executive was not entitled to the reimbursement of such fees and expenses). During the Term and thereafter while liability exists, the Employee Executive shall be entitled to the protection of any insurance policies the Company shall elect to maintain generally for the benefit of its directors and officers (“Directors and Officers Insurance”) against all costs, charges and expenses incurred or sustained by the Employee him in connection with any action, suit or proceeding to which the Employee he may be made a party by reason of the Employee his being or having been a director, officer or employee of the Company or any of its affiliates Affiliates or his serving or having served any other enterprise or benefit plan as a director, officer, fiduciary or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement), ; provided that the Employee Executive shall, in all cases, be entitled to Directors and Officers Insurance coverage no less favorable than that (if any) provided to any other present or former director, manager director or officer of the Company.