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

Indemnification and Insurance; Legal Expenses. The Company shall indemnify the Employee to the fullest extent permitted by law, in effect at the time of the subject actor 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), and the Employee will be entitled to the protection of any insurance policies that the Company may elect to maintain generally for the benefit of its directors and officers against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director, officer or employee of the Company or any of its subsidiaries, or his serving or having served any other enterprise as a director, officer or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement). The Company covenants to maintain during the Employee’s employment for the benefit of the Employee (in his capacity as an officer of the Company) Directors and Officers Insurance providing benefits to the Employee no less favorable, taken as a whole, than the benefits provided to the other similarly situated employees of the Company by the Directors and Officers Insurance maintained by the Company on the date hereof; provided, however, that the Board may elect to terminate Directors and Officers Insurance for all officers and directors, including the Employee, if the Board determines in good faith that such insurance is not available or is available only at unreasonable expense.

Indemnification and Insurance; Legal Expenses. The Company shall indemnify the Employee Executive to the fullest extent permitted by lawthe laws of the State of Delaware, as in effect at the time of the subject actor act or omission, and shall advance to the Employee Executive reasonable attorneys’ attorney's 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), ) and the Employee he will be entitled to the protection of any insurance policies that the Company 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 him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director, officer or employee of the Company or any of its subsidiaries, subsidiaries or his serving or having served any other enterprise as a director, officer or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement). The Company covenants to maintain during the Employee’s employment Employment Term for the benefit of the Employee Executive (in his capacity as an officer and director of the Company) Directors and Officers Insurance providing benefits to the Employee Executive no less favorable, taken as a whole, than the benefits provided to the other similarly situated employees of the Company Executive by the Directors and Officers Insurance maintained by the Company on the date hereof; provided, however, that the Board may elect to terminate Directors and Officers Insurance for all officers and directors, including the Employee, if the Board determines in good faith that such insurance is not available or is available only at unreasonable expense.the

Indemnification and Insurance; Legal Expenses. The Company shall indemnify the Employee Executive to the fullest extent permitted by lawthe laws of the State of Delaware, as in effect at the time of the subject actor act or omission, 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), and the Employee Executive will be entitled to the protection of any insurance policies that the Company 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 him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director, officer or employee of the Company or any of its subsidiaries, or his serving or having served any other enterprise as a director, officer or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement). The Company covenants to maintain during the Employee’s employment Employment Term for the benefit of the Employee Executive (in his capacity as an officer and director of the Company) Directors and Officers Insurance providing benefits to the Employee Executive no less favorable, taken as a whole, than the benefits provided to the other similarly situated employees senior executives of the Company by the Directors and Officers Insurance maintained by the Company on the date hereof; provided, however, that the Board may elect to terminate Directors and Officers Insurance for all officers and directors, including the EmployeeExecutive, if the Board determines in good faith that such insurance is not available or is available only at unreasonable expense.determines

Indemnification and Insurance; Legal Expenses. The Company shall indemnify the Employee Executive to the fullest extent permitted by lawthe laws of the State of Delaware, as in effect at the time of the subject actor act or omission, 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), and the Employee Executive will be entitled to the protection of any insurance policies that the Company 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 him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director, officer or employee of the Company or any of its subsidiaries, or his serving or having served any other enterprise as a director, officer or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement). The Company covenants to maintain during the Employee’s employment Employment Term for the benefit of the Employee Executive (in his capacity as an officer and director of the Company) Directors and Officers Insurance providing benefits to the Employee Executive no less favorable, taken as a whole, than the benefits provided to the other similarly situated employees senior executives of the Company by the Directors and Officers Insurance maintained by the Company on the date hereof; provided, however, that the Board may elect to terminate Directors and Officers Insurance for all officers and directors, including the EmployeeExecutive, if the Board determines in good faith that such insurance is not available or is available only at unreasonable expense.