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

Indemnification; Directors’ and Officers’ Liability Insurance. The Company shall indemnify the Executive for actions taken by the Executive as an officer, director, employee or agent of the Company and its affiliated companies to the fullest extent permitted by law, and such indemnification shall continue as to the Executive even if the Executive has ceased to be an officer, director or agent, or is no longer employed by the Company, and shall inure in all cases to the benefit of his heirs, executors and/or administrators. The Company will promptly advance to the Executive expenses incurred or to be incurred by him, including without limitation reasonable attorneys’ fees, to defend any indemnification-eligible proceeding prior to its final disposition, after receipt by the Company of a written request from the Executive for such advance, together with documentation reasonably acceptable to the Board or the Company, subject to an undertaking by the Executive to pay back any advanced amounts for which it is determined that the Executive was not entitled to indemnification (provided, however, that the burden of production and persuasion in asserting and demonstrating that the Executive is not entitled to indemnification shall be upon the Company); provided, however, that the Company may decline to advance expenses to the Executive in connection with any claim or proceeding (other than a shareholder derivative action) between the Executive and the Company or its affiliated companies. If the Executive has any knowledge of any actual action, suit or proceeding, whether civil, criminal, administrative or investigative, as to which the Executive may request indemnity under this provision, the Executive shall give the Company prompt written notice thereof. The Company shall be entitled to assume the defense of any such proceeding, and the Executive shall reasonably cooperate with such defense (provided, however, that the Executive shall also have the right to engage his own counsel in any such proceeding, and the reasonable fees and expenses of such counsel shall be borne by the Company as provided hereunder). The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or any affiliates or subsidiaries thereof, as to which the Executive shall have concluded, based upon written advice of legal counsel of the Executive, a copy of which is provided to the Company, that there may be a conflict of interest between the Company (or any subsidiary or affiliate thereof) and the Executive in the conduct of the defense of any such action, suit or proceeding. During and after the Employment Term (but for at least until all applicable statutes of limitations have expired against the Executive) the Company shall cover the Executive under its directors’ and officers’ liability insurance policy to the extent it covers its other officers and directors (provided that such coverage shall not be less in amount and scope than that amount and scope maintained by the Company immediately prior to the date hereof, unless the maintenance of such amount or scope of such coverage, as the case may be, is not available on commercially reasonable terms). The Company shall not be liable to indemnify the Executive hereunder for any amounts paid in settlement of any action or claim effected without its consent. Neither the Company, nor any subsidiary or affiliate of the Company, shall settle any action or claim in any manner which would impose any penalty or limitation on the Executive for which the Executive is not entitled to indemnification hereunder without the Executive's prior express written consent. Neither the Company (nor its subsidiaries or affiliates), nor the Executive, shall unreasonably withhold or delay consent to any proposed settlement.

Indemnification; Directors’ and Officers’ Liability Insurance. The Company shall indemnify the Executive for actions taken by the Executive as an officer, director, employee officer or agent director of the Company and its affiliated companies pursuant to the fullest extent permitted by lawgoverning documents of the Company; provided, and such indemnification however, that the Company shall continue as to not indemnify the Executive even if for any losses incurred by the Executive has ceased to be an officer, director as a result of acts or agentomissions that shall constitute Cause, or is no longer employed pursuant to a cause of action by Executive against the CompanyCompany or its directors, and shall inure in all cases to the benefit of his heirsofficers, executors and/or administratorsagents, representatives or employees. The Company will promptly advance to the Executive expenses incurred or to be incurred by him, including without limitation reasonable attorneys’ fees, to defend any indemnification-eligible proceeding prior to its final disposition, after receipt by the Company of a written request from the Executive for such advance, together with documentation reasonably acceptable to the Board or the CompanyBoard, subject to an undertaking by the Executive to pay back any advanced amounts for which it is determined that the Executive was not entitled to indemnification (provided, however, that the burden of production and persuasion in asserting and demonstrating that the Executive is not entitled to indemnification shall be upon the Company)indemnification; provided, however, that the Company may decline to advance expenses to the Executive in connection with any claim or proceeding (other than a shareholder derivative action) between the Executive and the Company or its affiliated companiessubsidiaries or affiliates. If the Executive has any knowledge of any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, as to which the Executive may request indemnity under this provision, the Executive shall give the Company prompt written notice thereof. The Company shall be entitled to assume the defense of any such proceeding, and the Executive shall reasonably cooperate with such defense (provided, however, that the Executive shall also have the right to engage his own counsel in any such proceeding, and the reasonable fees and expenses of such counsel shall be borne by the Company as provided hereunder). The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or any affiliates or subsidiaries thereof, as to which the Executive shall have concluded, based upon written advice of legal counsel of the Executive, a copy of which is provided to the Company, that there may be a conflict of interest between the Company (or any subsidiary or affiliate thereof) and the Executive in the conduct of the defense of any such action, suit or proceedingdefense. During and after the Employment Term (but for at least until all applicable statutes of limitations have expired against the Executive) and thereafter, the Company shall cover the Executive under its directors’ and officers’ liability insurance policy to the extent it covers its other officers and directors (provided that such coverage shall not be less in amount and scope than that amount and scope maintained by the Company immediately prior to the date hereof, unless the maintenance of such amount or scope of such coverage, as the case may be, is not available on commercially reasonable terms). The Company shall not be liable to indemnify the Executive hereunder for any amounts paid in settlement of any action or claim effected without its consent. Neither the Company, nor any subsidiary or affiliate of the Company, shall settle any action or claim in any manner which would impose any penalty or limitation on the Executive for which the Executive is not entitled to indemnification hereunder without the Executive's prior express written consent. Neither the Company (nor its subsidiaries or affiliates), nor the Executive, shall unreasonably withhold or delay consent to any proposed settlementdirectors.

Indemnification; Directors’ and Officers’ Liability Insurance. The Company Parent Corporation shall indemnify the Senior Executive for actions taken or omitted to be taken by the Senior Executive as an officer, director, employee officer or agent director of the Company and its affiliated companies Parent Corporation to the fullest full extent permitted authorized by law; provided, and such indemnification however, that the Parent Corporation shall continue as to not indemnify the Senior Executive even if the Executive has ceased to be an officer, director for any liabilities or agent, or is no longer employed losses incurred by the CompanySenior Executive as a result of or in connection with a cause of action by the Senior Executive against the Parent Corporation or its affiliates or their respective directors, and shall inure in all cases to the benefit of his heirsofficers, executors and/or administratorsagents, representatives or employees. The Company Parent Corporation will promptly advance to the Senior Executive expenses incurred or to be incurred by him, including without limitation reasonable attorneys’ fees, to defend any indemnification-eligible proceeding prior to its final disposition, after receipt by the Company Parent Corporation of a written request from the Senior Executive for such advance, together with documentation reasonably acceptable to the Board or the CompanyBoard, subject to an undertaking by the Senior Executive to pay back any advanced amounts for which it is determined that the Senior Executive was not entitled to indemnification (provided, however, that the burden of production and persuasion in asserting and demonstrating that the Executive is not entitled to indemnification shall be upon the Company); provided, however, that the Company may decline to advance expenses to the Executive in connection with any claim or proceeding (other than a shareholder derivative action) between the Executive and the Company or its affiliated companiesindemnification. If the Senior Executive has any knowledge of any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, as to which the Senior Executive may request indemnity under this provision, the Senior Executive shall give the Company Parent Corporation prompt written notice thereof. The Company Parent Corporation shall be entitled to assume the defense of any such proceeding, and the Senior Executive shall reasonably cooperate with such defense (provided, however, that defense. Throughout the Executive shall also have the right to engage his own counsel in any such proceeding, Term of Employment and the reasonable fees and expenses of such counsel shall be borne by the Company as provided hereunder). The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or any affiliates or subsidiaries thereof, as to which the Executive shall have concluded, based upon written advice of legal counsel of the Executive, a copy of which is provided to the Company, that there may be a conflict of interest between the Company (or any subsidiary or affiliate thereof) and the Executive in the conduct of the defense of any such action, suit or proceeding. During and after the Employment Term (but for at least until all applicable statutes of limitations have expired against six years thereafter, the Executive) the Company Parent Corporation shall cover the Executive under its maintain a directors’ and officers’ liability insurance policy and to cover the extent it covers its other officers and directors (provided that such coverage shall not be less in amount and scope than that amount and scope maintained by the Company immediately prior to the date hereof, unless the maintenance of such amount or scope of such coverage, as the case may be, is not available on commercially reasonable terms). The Company shall not be liable to indemnify the Senior Executive hereunder for any amounts paid in settlement of any action or claim effected without its consent. Neither the Company, nor any subsidiary or affiliate of the Company, shall settle any action or claim in any manner which would impose any penalty or limitation on the Executive for which the Executive is not entitled to indemnification hereunder without the Executive's prior express written consent. Neither the Company (nor its subsidiaries or affiliates), nor the Executive, shall unreasonably withhold or delay consent to any proposed settlementthereunder.

Indemnification; Directors’ and Officers’ Liability Insurance. The Company shall indemnify the Executive for actions taken by the Executive as an officer, director, employee or agent of the Company and its affiliated companies to the fullest extent permitted by law, and such indemnification shall continue as to the Executive even if the Executive has ceased to be an officer, director officer or agent, or is no longer employed by the Company, and shall inure in all cases to the benefit of his heirs, executors and/or administrators. The Company will promptly advance to the Executive expenses incurred or to be incurred by him, including without limitation reasonable attorneys’ fees, to defend any indemnification-eligible proceeding prior to its final disposition, after receipt by the Company of a written request from the Executive for such advance, together with documentation reasonably acceptable to the Board or the Company, subject to an undertaking by the Executive to pay back any advanced amounts for which it is determined that the Executive was not entitled to indemnification (provided, however, that the burden of production and persuasion in asserting and demonstrating that the Executive is not entitled to indemnification shall be upon the Company); provided, however, that the Company may decline to advance expenses to the Executive in connection with any claim or proceeding (other than a shareholder derivative action) between the Executive and the Company or its affiliated companies. If the Executive has any knowledge of any actual action, suit or proceeding, whether civil, criminal, administrative or investigative, as to which the Executive may request indemnity under this provision, the Executive shall give the Company prompt written notice thereof. The Company shall be entitled to assume the defense of any such proceeding, and the Executive shall reasonably cooperate with such defense (provided, however, that the Executive shall also have the right to engage his own counsel in any such proceeding, and the reasonable fees and expenses of such counsel shall be borne by the Company as provided hereunder). The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or any affiliates or subsidiaries thereof, as to which the Executive shall have concluded, based upon written advice of legal counsel of the Executive, a copy of which is provided to the Company, that there may be a conflict of interest between the Company (or any subsidiary or affiliate thereof) and the Executive in the conduct of the defense of any such action, suit or proceeding. During and after the Employment Term (but for at least until all applicable statutes of limitations have expired against the Executive) the Company shall cover the Executive under its directors’ and officers’ liability insurance policy to the extent it covers its other officers and directors (provided that such coverage shall not be less in amount and scope than that amount and scope maintained by the Company immediately prior to the date hereof, unless the maintenance of such amount or scope of such coverage, as the case may be, is not available on commercially reasonable terms). The Company shall not be liable to indemnify the Executive hereunder for any amounts paid in settlement of any action or claim effected without its consent. Neither the Company, nor any subsidiary or affiliate of the Company, shall settle any action or claim in any manner which would impose any penalty or limitation on the Executive for which the Executive is not entitled to indemnification hereunder without the Executive's prior express written consent. Neither the Company (nor its subsidiaries or affiliates), nor the Executive, shall unreasonably withhold or delay consent to any proposed settlement.

Indemnification; Directors’ and Officers’ Liability Insurance. a. The Company shall indemnify the Executive for actions taken by the Executive as an officer, director, employee pay or agent of the Company and its affiliated companies reimburse to the fullest extent permitted by law, Consultant the fees and such indemnification shall continue as expenses of personal counsel for their professional services rendered to the Executive even if the Executive has ceased to be an officer, director Consultant in connection with this Agreement and any other agreement or agent, benefit plan entered into or is no longer employed by the Company, adopted in connection herewith and shall inure in all cases to the benefit of his heirs, executors and/or administrators. The Company will promptly advance to the Executive expenses incurred or to be incurred by him, including without limitation reasonable attorneys’ fees, to defend any indemnification-eligible proceeding prior to its final disposition, after receipt by the Company of a written request from the Executive for such advance, together with documentation reasonably acceptable to the Board or the Company, subject to an undertaking by the Executive to pay back any advanced amounts for which it is determined that the Executive was not entitled to indemnification matters related hereto and thereto (provided, howeverPROVIDED; HOWEVER, that the burden of production and persuasion in asserting and demonstrating that the Executive is not entitled to indemnification shall be upon the Company); provided, however, that the Company may decline to advance expenses to the Executive in connection with any claim or proceeding (other than a shareholder derivative action) between the Executive and the Company or its affiliated companies. If the Executive has any knowledge of any actual action, suit or proceeding, whether civil, criminal, administrative or investigative, as to which the Executive may request indemnity under this provision, the Executive shall give the Company prompt written notice thereof. The Company shall be entitled to assume the defense of any such proceeding, and the Executive shall reasonably cooperate with such defense (provided, however, that the Executive shall also have the right to engage his own counsel in any such proceeding, and the reasonable fees and expenses of such counsel in connection with the execution and delivery of this Agreement shall be borne not exceed $5,000), including in connection with any enforcement hereof and thereof if the Consultant is the prevailing party in any such dispute or enforcement action. Without limiting the foregoing, in the event that the Company terminates, or seeks to terminate this Agreement, alleging as justification for such termination "for cause" as specified in Section 4 hereof and the Consultant in good faith disputes such termination or attempted termination, and the Company disputes its obligations pursuant to any provision of this Agreement, the Company shall pay, or reimburse to the Consultant, all reasonable costs incurred by the Company as provided hereunder). Consultant in such dispute, including attorneys' fees and costs, if the Consultant is the prevailing party in any such dispute or enforcement action. b. The Company shall not be entitled to assume indemnify and hold the Consultant harmless against all claims, damages, judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees and expenses, incurred by the Consultant: (i) for any breach of any covenant of the Company contained herein, or in any agreement entered into in connection herewith, or (ii) in connection with the defense of, or as a result of any action, suit action or proceeding (or any appeal from any action or proceeding) (x) brought by or on behalf of the Company or any affiliates third party challenging the validity or subsidiaries thereof, as to enforceability of all or any portion of this Agreement and any other agreement entered into or adopted in connection herewith or (y) in which the Executive shall have concluded, based upon written advice of legal counsel Consultant is made or is threatened to be made a party by reason of the Executive, a copy fact that the Consultant is or was an officer or director of which is provided to the Company, that there regardless of when such action or proceeding may be a conflict brought and regardless of interest between whether such action or proceeding is one brought by or in the right of the Company to procure a judgment in its favor (or any subsidiary other than by or affiliate thereof) and the Executive in the conduct right of the defense Company). The undertakings of any such action, suit or proceeding. During subparagraph (a) are independent of and after the Employment Term (but for at least until all applicable statutes of limitations have expired against the Executive) the Company shall cover the Executive under its directors’ and officers’ liability insurance policy to the extent it covers its other officers and directors (provided that such coverage shall not be less in amount and scope than that amount and scope maintained limited or prejudiced by the undertakings of this subparagraph (b). c. In addition to the foregoing (and not in limitation): (i) the Consultant will at all times be entitled to indemnification from the Company immediately prior to in accordance with Article V of the Amended and Restated Bylaws of the Company as in effect on the date hereof, unless the maintenance of such amount or scope of such coverageConsultant will be deemed to be an "Indemnified Person" as defined therein for all purposes, as and the case may be, is not available on commercially reasonable terms). The Company shall Consultant's rights thereunder will not be liable to indemnify the Executive hereunder for adversely affected by any amounts paid in settlement of any action or claim effected without its consent. Neither the Company, nor any subsidiary or affiliate of the Company, shall settle any action or claim in any manner which would impose any penalty or limitation on the Executive for which the Executive is not entitled to indemnification hereunder without the Executive's prior express written consent. Neither subsequent amendment thereof; and (ii) the Company will maintain in full force and effect one or more policies of directors and officers liability insurance providing for such coverage (nor its subsidiaries or affiliates), nor in amounts not less than present amounts) as may be determined from time to time by the Executive, Board. d. The provisions of this Section 9 shall unreasonably withhold or delay consent to any proposed settlementsurvive the termination of this Agreement.

Indemnification; Directors’ and Officers’ Liability Insurance. The During the Term and thereafter, the Company shall indemnify the Executive for actions taken by the Executive as an officer, director, employee or agent of the Company and its affiliated companies to the fullest extent permitted and/or required by law, and such indemnification shall continue as to law for actions or omissions of the Executive even if during the Executive has ceased to be Term as an officer, director or agentemployee of the Company (or any of its affiliates) or as a fiduciary of any benefit plan of the foregoing, including, but not limited to, if the Executive is made a party, or compelled to testify or otherwise participate in any action, suit or proceeding, by reason of the fact that he is no longer employed by or was an officer, director or employee of the Company, and shall inure in all cases to Company (or any of its affiliates) or as a fiduciary of any benefit plan of the benefit of his heirs, executors and/or administratorsforegoing. The Company will promptly advance to the Executive expenses incurred or to be incurred by him, including without limitation reasonable attorneys’ fees, to defend any indemnification-eligible proceeding prior to its final disposition, after receipt by the Company of a written request from the Executive for such advance, together with documentation reasonably acceptable to the Board or the CompanyBoard, subject to an undertaking by the Executive to pay back any advanced amounts for which it is determined that the Executive was not entitled to indemnification (provided, however, that the burden of production and persuasion in asserting and demonstrating that the Executive is not entitled to indemnification shall be upon the Company); provided, however, that the Company may decline to advance expenses to the Executive in connection with any claim or proceeding (other than a shareholder derivative action) between the Executive and the Company or its affiliated companiesindemnification. If the Executive has any knowledge of any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, as to which the Executive may request indemnity under this provision, the Executive shall give the Company prompt written notice thereof; provided that the failure to give such notice shall not affect the Executive’s right to indemnification. The Company shall be entitled to assume the defense of any such proceeding, and the Executive shall reasonably cooperate with such defense defense. During the Term (providedand thereafter for the period of any applicable statute of limitations), however, that the Executive shall also have the right to engage his own counsel in any such proceeding, and the reasonable fees and expenses of such counsel shall be borne by the Company as provided hereunder). The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or any affiliates or subsidiaries thereof, as to which the Executive shall have concluded, based upon written advice of legal counsel of the Executive, a copy of which is provided to the Company, that there may be a conflict of interest between the Company (or any subsidiary or affiliate thereof) and the Executive in the conduct of the defense of any such action, suit or proceeding. During and after the Employment Term (but for at least until all applicable statutes of limitations have expired against the Executive) the Company its Affiliates shall cover the Executive under its directors’ and officers’ liability insurance policy to the extent it and its Affiliates covers its other officers and directors (provided that such coverage shall not be less in amount and scope than that amount and scope maintained by the Company immediately prior to the date hereof, unless the maintenance of such amount or scope of such coverage, as the case may be, is not available on commercially reasonable terms). The Company shall not be liable to indemnify the Executive hereunder for any amounts paid in settlement of any action or claim effected without its consent. Neither the Company, nor any subsidiary or affiliate of the Company, shall settle any action or claim in any manner which would impose any penalty or limitation on the Executive for which the Executive is not entitled to indemnification hereunder without the Executive's prior express written consent. Neither the Company (nor its subsidiaries or affiliates), nor the Executive, shall unreasonably withhold or delay consent to any proposed settlementdirectors.

Indemnification; Directors’ and Officers’ Liability Insurance. The (a) During the Term of Employment and thereafter, the Company shall indemnify the Executive for actions taken by the Executive as an officer, director, employee or agent of the Company and its affiliated companies to the fullest extent permitted by under law (which shall initially be UK law, but if this Agreement is assigned to a Delaware corporation shall thereafter be Delaware law) from and such against any expenses (including but not limited to attorneys’ fees, expenses of investigation and preparation and fees and disbursements of Executive’s accountants or other experts), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by Executive in connection with any proceeding in which Executive was or is made party or was or is involved (for example, as a witness) by reason of the fact Executive was or is employed by or serving as an officer or director of the Company or any of its affiliates. Such indemnification shall continue as to Executive during the Term of Employment and for so long thereafter as Executive even if may have exposure with respect to acts or omissions which occurred prior to his cessation of employment with the Executive has ceased to be an officer, director or agent, or is no longer employed by the Company, Company and shall inure in all cases to the benefit of his Executive’s heirs, executors and/or and administrators. The Company will promptly shall advance to the Executive all costs and expenses incurred or to be incurred by him, including without limitation reasonable attorneys’ fees, to defend him in connection with any indemnification-eligible proceeding prior to its final disposition, covered by this provision within 20 calendar days after receipt by the Company of a written request from the Executive for such advance, together with documentation reasonably acceptable to the Board or the Company, subject to . Such request shall include an undertaking by the Executive to pay back any advanced amounts for which repay the amount of such advance if it is shall ultimately be determined that the Executive was not entitled to indemnification (provided, however, that the burden of production and persuasion in asserting and demonstrating that the Executive he is not entitled to indemnification shall be upon the Company); provided, however, that the Company may decline to advance expenses to the Executive in connection with any claim or proceeding indemnified against such costs and expenses. (other than a shareholder derivative actionb) between the Executive and the Company or its affiliated companies. If the Executive has any knowledge of any actual action, suit or proceeding, whether civil, criminal, administrative or investigative, as to which the Executive may request indemnity under this provision, the Executive shall give the Company prompt written notice thereof. The Company shall be entitled agrees to assume the defense of any such proceeding, use its best efforts to purchase and the Executive shall reasonably cooperate with such defense (provided, however, that the Executive shall also have the right to engage his own counsel in any such proceeding, and the reasonable fees and expenses of such counsel shall be borne by the Company as provided hereunder). The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or any affiliates or subsidiaries thereof, as to which the Executive shall have concluded, based upon written advice of legal counsel of the Executive, a copy of which is provided to the Company, that there may be a conflict of interest between the Company (or any subsidiary or affiliate thereof) and the Executive in the conduct of the defense of any such action, suit or proceeding. During and after the Employment Term (but for at least until all applicable statutes of limitations have expired against the Executive) the Company shall cover the Executive under its directorsmaintain adequate Directors’ and officersOfficers’ liability insurance policy from a reputable, nationally recognized and financially sound insurer with terms no less favorable to Executive than those in effect as of the date of this Agreement, with coverage limits of not less than thirty-five million dollars ($35,000,000) and with provisions that will provide coverage for Executive as a director, officer and employees as well as coverage as a former director, officer and employee following any termination of this Agreement or Executive’s employment and service on the Board. Such insurance shall inure to the extent it covers its other officers benefit of Executive’s heirs, executors and directors (provided that such coverage shall not be less in amount and scope than that amount and scope maintained by the Company immediately prior to the date hereof, unless the maintenance of such amount or scope of such coverage, as the case may be, is not available on commercially reasonable terms). The Company shall not be liable to indemnify the Executive hereunder for any amounts paid in settlement of any action or claim effected without its consent. Neither the Company, nor any subsidiary or affiliate of the Company, shall settle any action or claim in any manner which would impose any penalty or limitation on the Executive for which the Executive is not entitled to indemnification hereunder without the Executive's prior express written consent. Neither the Company (nor its subsidiaries or affiliates), nor the Executive, shall unreasonably withhold or delay consent to any proposed settlement.administrators

Indemnification; Directors’ and Officers’ Liability Insurance. The During the Term and thereafter, the Company shall indemnify the Executive for actions taken by the Executive as an officer, director, employee or agent of the Company and its affiliated companies to the fullest extent permitted and/or required by law, and such indemnification shall continue as to law for actions or omissions of the Executive even if during the Executive has ceased to be Term as an officer, director or agentemployee of the Company (or any of its affiliates) or as a fiduciary of any benefit plan of the foregoing, including, but not limited to, if the Executive is made a party, or compelled to testify or otherwise participate in any action, suit or proceeding, by reason of the fact that he is no longer employed by or was an officer, director or employee of the Company, and shall inure in all cases to Company (or any of its affiliates) or as a fiduciary of any benefit plan of the benefit of his heirs, executors and/or administratorsforegoing. The Company will promptly advance to the Executive expenses incurred or to be incurred by him, including without limitation reasonable attorneys’ ' fees, to defend any indemnification-eligible proceeding prior to its final disposition, after receipt by the Company of a written request from the Executive for such advance, together with documentation reasonably acceptable to the Board or the CompanyBoard, subject to an undertaking by the Executive to pay back any advanced amounts for which it is determined that the Executive was not entitled to indemnification (provided, however, that the burden of production and persuasion in asserting and demonstrating that the Executive is not entitled to indemnification shall be upon the Company); provided, however, that the Company may decline to advance expenses to the Executive in connection with any claim or proceeding (other than a shareholder derivative action) between the Executive and the Company or its affiliated companiesindemnification. If the Executive has any knowledge of any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, as to which the Executive may request indemnity under this provision, the Executive shall give the Company prompt written notice thereof; provided that the failure to give such notice shall not affect the Executive's right to indemnification. The Company shall be entitled to assume the defense of any such proceeding, and the Executive shall reasonably cooperate with such defense defense. During the Term (providedand thereafter for the period of any applicable statute of limitations), however, that the Executive shall also have the right to engage his own counsel in any such proceeding, and the reasonable fees and expenses of such counsel shall be borne by the Company as provided hereunder). The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or any affiliates or subsidiaries thereof, as to which the Executive shall have concluded, based upon written advice of legal counsel of the Executive, a copy of which is provided to the Company, that there may be a conflict of interest between the Company (or any subsidiary or affiliate thereof) and the Executive in the conduct of the defense of any such action, suit or proceeding. During and after the Employment Term (but for at least until all applicable statutes of limitations have expired against the Executive) the Company its Affiliates shall cover the Executive under its directors’ ' and officers’ ' liability insurance policy to the extent it and its Affiliates covers its other officers and directors (provided that such coverage shall not be less in amount and scope than that amount and scope maintained by the Company immediately prior to the date hereof, unless the maintenance of such amount or scope of such coverage, as the case may be, is not available on commercially reasonable terms). The Company shall not be liable to indemnify the Executive hereunder for any amounts paid in settlement of any action or claim effected without its consent. Neither the Company, nor any subsidiary or affiliate of the Company, shall settle any action or claim in any manner which would impose any penalty or limitation on the Executive for which the Executive is not entitled to indemnification hereunder without the Executive's prior express written consent. Neither the Company (nor its subsidiaries or affiliates), nor the Executive, shall unreasonably withhold or delay consent to any proposed settlementdirectors.