Common use of Indemnification; Cooperation Clause in Contracts

Indemnification; Cooperation. (a) Throughout all applicable limitation periods, the Company shall continue to provide Executive (including his heirs, personal representatives, executors and administrators), with such coverage as shall be generally available to senior officers of the Employer under the Employer’s then-current directors’ and officers’ liability insurance policy, at the Company’s expense, with respect to periods prior to and including the Agreement Date. (b) In addition to the insurance coverage provided for in Section 9(a), the Company shall defend, hold harmless and indemnify Executive (and his heirs, executors and administrators) to the fullest extent permitted under applicable law, and subject to each of the requirements, limitations and specifications set forth in the Articles of Incorporation, Bylaws and other organizational documents of the Company, against all expenses and liabilities reasonably incurred by him in connection with or arising out of, any action, suit or proceeding in which Executive may be involved by reason of his having been an officer of the Company, such expenses and liabilities to include, but not be limited to, judgments, court costs and attorneys’ fees and the cost of reasonable settlements. (c) In the event Executive becomes a party, or is threatened to be made a party, to any action, suit or proceeding for which the Company has agreed to provide insurance coverage or indemnification under this Section 9, the Company shall, to the full extent permitted under applicable law, and subject to the each of the requirements, limitations and specifications set forth in the Articles of Incorporation, Bylaws and other organizational documents of the Company, advance all expenses (including the reasonable attorneys’ fees of the attorneys selected by Company and reasonably approved by Executive for the representation of Executive), judgments, fines and amounts paid in settlement (collectively “Expenses”) incurred by Executive in connection with the investigation, defense, settlement, or appeal of any threatened, pending or completed action, suit or proceeding, subject to receipt by the Company of a written undertaking from Executive covenanting: (i) to reimburse the Company for the amount of all of the Expenses actually paid by the Company to or on behalf of Executive in the event it shall be ultimately determined, by the court or the arbitrator, as applicable to the case, that Executive is not entitled to indemnification by the Company for such Expenses; and (ii) to assign to the Company all rights of Executive to insurance proceeds, under any policy of directors’ and officers’ liability insurance or otherwise, to the extent of the amount of the Expenses actually paid by the Company to or on behalf of Executive. (d) Executive agrees that he shall, to the extent reasonably requested in writing, cooperate with and serve in any capacity requested by the Company in any investigation and/or threatened or pending litigation (now or in the future) in which the Company is a party, and regarding which Executive, by virtue of his employment with the Company, has knowledge or information relevant to said investigation or litigation, including but not limited to (i) meeting with representatives of the Company to prepare for testimony and to provide truthful information regarding his knowledge, (ii) acting as the Company’s representative, and (iii) providing, in any jurisdiction in which the Company requests, truthful information or testimony relevant to the investigation or litigation. The Company agrees to pay Executive reasonable compensation and reimburse Executive for reasonable expenses incurred in connection with such cooperation.

Indemnification; Cooperation. (a) Throughout 9.1 During the term of this Agreement and thereafter throughout all applicable limitation limitations periods, the Company shall continue to provide Executive the CEO (including his heirs, personal representatives, executors and administrators), with such coverage as shall be generally available to senior officers of the Employer under the Employer’s then-current directors’ and officers’ liability insurance policycoverages as the Company may choose from time to time, at the Company’s expense, with respect to periods prior to and including the Agreement Date. (b) 9.2 In addition to the insurance coverage provided for in Section 9(a)9.1, the Company shall defend, hold harmless and indemnify Executive the CEO (and his heirs, executors and administratorsthe CEO Parties) to the fullest extent permitted under applicable law, and subject to each of the requirements, limitations and specifications set forth in the Articles of Incorporation, Bylaws and other organizational documents of the Company, against all documented, out-of-pocket expenses and liabilities reasonably incurred by him in connection with or arising out of, any action, suit or proceeding in which Executive the CEO may be involved by reason of his having been an officer of the CompanyCompany (whether or not he continues to be an officer at the time of such expenses or liabilities are incurred), such expenses and liabilities to include, but not be limited to, judgments, court costs and attorneys’ fees and the cost of reasonable settlements. (c) 9.3 In the event Executive the CEO becomes a party, or is threatened to be made a party, to any action, suit or proceeding for which the Company has agreed to provide insurance coverage or indemnification under this Section 9, the Company shall, to the full extent permitted under applicable law, and subject to the each of the requirements, limitations and specifications set forth in the Articles of Incorporation, Bylaws and other organizational documents of the Company, advance all expenses (including the reasonable attorneys’ fees of the attorneys reasonably selected by Company and reasonably approved by Executive CEO for the representation of Executivethe CEO), judgments, fines and amounts paid in settlement (collectively “Expenses”) incurred by Executive the CEO in connection with the investigation, defense, settlement, or appeal of any threatened, pending or completed action, suit or proceeding, subject to receipt by the Company of a written undertaking from Executive the CEO covenanting: (ia) to reimburse the Company for the amount of all of the Expenses actually paid by the Company to or on behalf of Executive the CEO in the event it shall be ultimately determined, by the court or the arbitrator, as applicable to the case, that Executive the CEO is not entitled to indemnification by the Company for such Expenses; and (iib) to assign to the Company all rights of Executive the CEO to insurance proceeds, under any policy of directors’ and officers’ liability insurance or otherwise, to the extent of the amount of the Expenses actually paid by the Company to or on behalf of Executivethe CEO. (d) Executive 9.4 CEO agrees that in the event this Agreement terminates for any reason, he shall, to the extent reasonably requested in writingwriting thereafter, cooperate with and serve in any capacity requested by the Company in any investigation and/or threatened or pending litigation (now or in the future) in which the Company is a party, and regarding which ExecutiveCEO, by virtue of his employment with the Company, has knowledge or information relevant to said investigation or litigation, including but not limited to (i) meeting with representatives of the Company to prepare for testimony and to provide truthful information regarding his knowledge, (ii) acting as the Company’s representative, and (iii) providing, in any jurisdiction in which the Company requests, truthful information or testimony relevant to the investigation or litigation. The Company agrees to pay Executive CEO reasonable compensation and reimburse Executive CEO for reasonable expenses incurred in connection with such cooperation.

Indemnification; Cooperation. (a) Throughout The Company agrees that it shall indemnify and hold harmless the Executive to the fullest extent permitted by Delaware law from and against any and all applicable liabilities, costs, claims and expenses including without limitation periodsall costs and expenses incurred in defense of litigation, including attorneys' fees, arising out of the employment of the Executive hereunder, except to the extent arising out of or based upon the gross negligence or willful misconduct of the Executive. Costs and expenses incurred by the Executive in defense of any such litigation, including attorneys' fees, shall be paid by the Company shall continue to provide Executive (including his heirs, personal representatives, executors and administrators), with such coverage as shall be generally available to senior officers in advance of the Employer final disposition of such litigation promptly upon receipt by the Company of (i) a written request for payment, (ii) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought, and (iii) an undertaking adequate under Delaware law made by or on behalf of the Employer’s then-current directors’ Executive to repay the amounts so paid if it shall ultimately be determined that the Executive is not entitled to be indemnified by the Company under this Agreement. The Company shall insure the Executive, for the duration of his employment and officers’ service as a member of the Board, and thereafter, in respect of his acts and omission occurring during such employment and Board membership, under a contract of directors and officers liability insurance policy, at to the Company’s expense, with respect to periods prior to and including same extent as such insurance insures members of the Agreement DateBoard. (b) In addition to the insurance coverage provided for in Section 9(a), the Company shall defend, hold harmless and indemnify Executive (and his heirs, executors and administrators) to the fullest extent permitted under applicable law, and subject to each consideration of the requirements, limitations payments and specifications benefits set forth in this Agreement, the Articles of Incorporation, Bylaws Executive agrees to provide assistance to the Company and other organizational documents of the Company, against all expenses and liabilities reasonably incurred by him its advisors in connection with any audit, investigation or arising out ofadministrative, any action, suit regulatory or judicial proceeding in which Executive may be involved by reason involving matters within the scope of his having been an officer of the Company, such expenses duties and liabilities to include, but not be limited to, judgments, court costs and attorneys’ fees and the cost of reasonable settlements. (c) In the event Executive becomes a party, or is threatened to be made a party, to any action, suit or proceeding for which the Company has agreed to provide insurance coverage or indemnification under this Section 9, the Company shall, to the full extent permitted under applicable law, and subject to the each of the requirements, limitations and specifications set forth in the Articles of Incorporation, Bylaws and other organizational documents of the Company, advance all expenses (including the reasonable attorneys’ fees of the attorneys selected by Company and reasonably approved by Executive for the representation of Executive), judgments, fines and amounts paid in settlement (collectively “Expenses”) incurred by Executive in connection with the investigation, defense, settlement, or appeal of any threatened, pending or completed action, suit or proceeding, subject to receipt by the Company of a written undertaking from Executive covenanting: (i) to reimburse the Company for the amount of all of the Expenses actually paid by the Company to or on behalf of Executive in the event it shall be ultimately determined, by the court or the arbitrator, as applicable to the case, that Executive is not entitled to indemnification by the Company for such Expenses; and (ii) to assign responsibilities to the Company all rights of Executive to insurance proceeds, under any policy of directors’ and officers’ liability insurance or otherwise, to the extent of the amount of the Expenses actually paid by the Company to or on behalf of Executive. (d) Executive agrees that he shall, to the extent reasonably requested in writing, cooperate with and serve in any capacity requested by the Company in any investigation and/or threatened or pending litigation (now or in the future) in which the Company is a party, and regarding which Executive, by virtue of during his employment with the Company, or as to which he otherwise has knowledge or information relevant (including being available to said investigation or litigation, including but not limited to (i) meeting with representatives of the Company to prepare upon reasonable notice for testimony interviews and to provide truthful information regarding his knowledgefactual investigations, (ii) acting as and appearing at the Company’s representative, and (iii) providing, in any jurisdiction in which the Company requests, truthful information 's reasonable request to give testimony without requiring services of a subpoena or testimony relevant to the investigation or litigation. The Company agrees to pay Executive reasonable compensation and reimburse Executive for reasonable expenses incurred in connection with such cooperationother legal process).

Indemnification; Cooperation. (a) Throughout all applicable limitation periods, the Company shall continue to provide Executive (including his heirs, personal representatives, executors and administrators)) at the Company’s expense, with such coverage as shall be generally available to senior officers of the Employer under the Employer’s then-current directors’ and officers’ liability insurance policy, coverages at the Company’s expensesame level the Company provides for its current directors and officers, with respect to periods prior to and including the Agreement Date. (b) In addition to the insurance coverage provided for in Section 9(a8(a), the Company shall defend, hold harmless and indemnify Executive (and his heirs, executors and administrators) to the fullest extent permitted under applicable law, and subject to each of the requirements, limitations and specifications set forth in the Articles of Incorporation, Incorporation and Bylaws and other organizational documents of the Company, against all documented, out-of-pocket expenses and liabilities reasonably incurred by him in connection with or arising out of, any action, suit or proceeding in which Executive may be involved by reason of his having been an officer of the Company, such expenses and liabilities to include, but not be limited to, judgments, court costs and attorneys’ fees and the cost of reasonable settlements. (c) In the event Executive becomes a party, or is threatened to be made a party, to any action, suit or proceeding for which the Company has agreed to provide insurance coverage or indemnification under this Section 98, the Company shall, to the full extent permitted under applicable law, and subject to the each of the requirements, limitations and specifications set forth in the Articles of Incorporation, Bylaws and other organizational documents of the Company, advance all expenses (including the reasonable attorneys’ fees of the attorneys reasonably selected by Company and reasonably approved by Executive for the representation of Executive), judgments, fines and amounts paid in settlement (collectively “Expenses”) incurred by Executive in connection with the investigation, defense, settlement, or appeal of any threatened, pending or completed action, suit or proceeding, subject to receipt by the Company of a written undertaking from Executive covenanting: (i) to reimburse the Company for the amount of all of the Expenses actually paid by the Company to or on behalf of Executive in the event it shall be ultimately determined, by the court or the arbitrator, as applicable to the case, that Executive is not entitled to indemnification by the Company for such Expenses; and (ii) to assign to the Company all rights of Executive to insurance proceeds, under any policy of directors’ and officers’ liability insurance or otherwise, to the extent of the amount of the Expenses actually paid by the Company to or on behalf of Executive. (d) As long as there is no conflict between Executive’s legal interests and those of the Company, Executive agrees that he shall, to the extent reasonably requested in writing, cooperate with and serve in any capacity requested by the Company in any investigation and/or threatened or pending litigation (now or in the future) in which the Company is a party, and regarding which Executive, by virtue of his employment with the Company, has knowledge or information relevant to said investigation or litigation, including but not limited to (i) meeting with representatives of the Company to prepare for testimony and to provide truthful information regarding his knowledge, (ii) acting as the Company’s representative, and (iii) providing, in any jurisdiction in which the Company requests, truthful information or testimony relevant to the investigation or litigation. The Company agrees to pay Executive reasonable compensation and reimburse Executive for reasonable expenses incurred in connection with such cooperation.