Common use of Indemnification/D&O Liability Insurance Clause in Contracts

Indemnification/D&O Liability Insurance. To the maximum extent permitted by law and in addition to, and not in limitation of other rights to indemnification, exculpation and/or advancement of expenses by the Company (including under the bylaws, articles or certificates of incorporation or other organizational documents of the Company), the Company and its respective successors and assigns (collectively, the “Indemnitor”) shall indemnify, protect, defend and hold harmless Executive (Executive and Executive’s heirs, executors and administrators, the “Indemnitee”), from, for, and against any and all claims, liabilities, liens, fines, demands, lawsuits, actions, losses, damages, injuries, judgments, settlements, costs or expenses whether asserted in law or in equity and whether threatened or pending (including any claims made by regulatory agencies threatened or asserted against the Indemnitee and any expenses incurred by Executive to enforce the provisions of this Section 19 or to comply with requests to be a witness or any discovery request), by reason on the fact that Executive is or was an officer or director of the Company or any of its affiliates, other than those which have arisen from Executive’s gross negligence, willful misconduct, or breach of Section 7 of this Agreement (hereinafter, collectively, “Claims”). Indemnitor shall provide legal assistance and/or a legal defense, as the case may be, (at its sole expense) with counsel reasonably approved by the Indemnitee upon the first notice the Indemnitee sends to the Indemnitor and the Indemnitor shall continue to provide and pay for such assistance and/or defense to the Indemnitee until the matter is fully resolved by either final judgment, settlement, or other release executed by the Indemnitee. The Indemnitor further indemnifies and hold harmless the Indemnitee from, for and against all Claims, including, without limitation, all legal fees, costs and expert fees and costs that the Indemnitee may directly or indirectly sustain, suffer or incur as a result thereof. Indemnitor shall and does hereby assume on behalf of the Indemnitee, upon its demand, the amount of any costs allowed by law, and costs identified herein, any settlement reached or any judgment that may be entered against the Indemnitee, as a result of such Claims. The Company agrees that during the Term and for as long as suits can no longer be brought against him as a matter of law, Executive shall be covered and insured up to the full limits provided by all directors’ and officers’ liability insurance which the Company maintains to indemnify its directors and officers on a basis no less favorable to Executive than the basis on which any such other director and/or officer is so covered.

Indemnification/D&O Liability Insurance. To the maximum extent permitted by law and in addition to, and not in limitation of other rights to indemnification, exculpation and/or advancement of expenses by the each Company Party (including under the bylaws, articles or certificates of incorporation or other organizational documents of the Company), the each Company Party) and its respective successors and assigns (collectively, the “Indemnitor”) shall indemnify, protect, defend and hold harmless Executive (Executive and Executive’s heirs, executors and administrators, the “Indemnitee”), from, for, and against any and all claims, liabilities, liens, fines, demands, lawsuits, actions, losses, damages, injuries, judgments, settlements, costs or expenses whether asserted in law or in equity and whether threatened or pending (including any claims made by regulatory agencies threatened or asserted against the Indemnitee and any expenses incurred by Executive to enforce the provisions of this Section 19 10(k) or to comply with requests to be a witness or any discovery request), by reason on the fact that Executive is or was an officer or director of the Company or any of its affiliates, other than those which have arisen from Executive’s gross negligence, willful misconduct, or breach of Section 7 9 of this Agreement (hereinafter, collectively, “Claims”). Indemnitor shall provide legal assistance and/or a legal defense, as the case may be, (at its sole expense) with counsel reasonably approved by the Indemnitee upon the first notice the Indemnitee sends to the Indemnitor and the Indemnitor shall continue to provide and pay for such assistance and/or defense to the Indemnitee until the matter is fully resolved by either final judgment, settlement, or other release executed by the Indemnitee. The Indemnitor further indemnifies and hold harmless the Indemnitee from, for and against all Claims, including, without limitation, all legal fees, costs and expert fees and costs that the Indemnitee may directly or indirectly sustain, suffer or incur as a result thereof. Indemnitor shall and does hereby assume on behalf of the Indemnitee, upon its demand, the amount of any costs allowed by law, and costs identified herein, any settlement reached or any judgment that may be entered against the Indemnitee, as a result of such Claims. The Each Company Party agrees that during the Term and for as long as suits can no longer be brought against him as a matter of law, Executive shall be covered and insured up to the full limits provided by all directors’ and officers’ liability insurance which the Company maintains to indemnify its directors and officers on a basis no less favorable to Executive than the basis on which any such other director and/or officer is so covered.

Indemnification/D&O Liability Insurance. To (a) The Company agrees that if Executive is made a party to, is threatened to be made a party to, receives any legal process in, or receives any discovery request or request for information in connection with, any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the maximum fact that he is or was a director, officer, employee, consultant or agent of the Company or its subsidiaries, or is or was serving at the request of, or on behalf of, the Company as a director, officer, member, employee, consultant or agent of another corporation, limited liability corporation, partnership, joint venture, trust or other entity (or plan), including service with respect to employee benefit plans, whether or not the basis of such Proceeding is Executive's alleged action in an official capacity while serving as a director, officer, member, employee, consultant or agent of the Company or other entity, Executive shall be indemnified and held harmless by the Company to the fullest extent permitted or authorized by law the Company's Certificate of Incorporation or bylaws or, if greater, by the laws of the State of Delaware, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys' fees reasonably incurred, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in addition tosettlement and any reasonable cost and fees incurred in enforcing his rights to indemnification or contribution) incurred or suffered by Executive in connection therewith, and such indemnification shall continue as to Executive even though he has ceased to be a director, officer, member, employee, consultant or agent of the Company or its subsidiaries or other entity (or benefit plan) and shall inure to the benefit of Executive's heirs, executors and administrators. The Company shall reimburse Executive for all costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by him in connection with any Proceeding within 10 business days after receipt by the Company of a written request for such reimbursement and appropriate documentation associated with these expenses. Such request shall include an undertaking by Executive to repay the amount of such advance if it shall ultimately be determined that he is not in limitation entitled to be indemnified against such costs and expenses; provided that the amount of other rights such obligation to indemnificationrepay shall be limited to the after-tax amount of any such advance except to the extent Executive is able to offset such taxes incurred on the advance by the tax benefit, exculpation and/or if any, attributable to a deduction for repayment. (b) Neither the failure of the Company (including its Board, independent legal counsel or stockholders) to have made a determination prior to the commencement of any proceeding concerning payment of amounts claimed by Executive under Section 11(a) above that indemnification of Executive (or advancement of expenses Executive's expenses) is proper because he has met any applicable standard of conduct, nor a determination by the Company (including its Board, independent legal counsel or stockholders) that Executive has not met such applicable standard of conduct, shall create a presumption or inference that Executive has not met the applicable standard of conduct. (c) The Company agrees to continue and maintain a directors' and officers' liability insurance policy or policies covering Executive at a level, and on terms and conditions, no less favorable to him than the coverage the Company provides its directors and senior-level officers currently (subject to any future improvement in such terms and conditions), provided that, in satisfying its obligation under the bylaws, articles or certificates of incorporation or other organizational documents of the Companythis paragraph (c), the Company and its respective successors and assigns (collectivelyshall not upon renewal of any such policy be obligated to pay premiums in excess of 200% of the annualized premium for such policy based on the rate therefor in effect prior to such renewal. If upon expiration of such a policy such insurance coverage can be obtained only for an amount in excess of 200% of the Company's annual premium in effect prior to renewal, the “Indemnitor”Company shall use its commercially reasonable efforts to cause to be obtained as much directors' and officers' liability insurance coverage as can be obtained for an amount equal to 200% of the Company's annual premium therefor in effect prior to renewal, on terms and conditions substantially similar to the Company's then existing directors' and officers' liability insurance. (d) Nothing in this Section 11 shall indemnifybe construed as reducing or waiving any right to indemnification, protector advancement of expenses, defend and hold harmless Executive (Executive and Executive’s heirs, executors and administrators, would otherwise have under the “Indemnitee”), from, for, and against any and all claims, liabilities, liens, fines, demands, lawsuits, actions, losses, damages, injuries, judgments, settlements, costs Company's Certificate of Incorporation or expenses whether asserted in bylaws or under applicable law or in equity and whether threatened or pending otherwise. (including any claims made by regulatory agencies threatened or asserted against the Indemnitee and any expenses incurred by Executive to enforce the e) The provisions of this Section 19 or to comply with requests to be a witness or any discovery request), by reason on 11 will survive the fact that Executive is or was an officer or director of the Company or any of its affiliates, other than those which have arisen from Executive’s gross negligence, willful misconduct, or breach of Section 7 termination of this Agreement (hereinafterfor a period of six years following termination of this Agreement, collectively, “Claims”). Indemnitor shall provide legal assistance and/or provided that in the event Executive makes a legal defense, as the case may be, (at its sole expense) with counsel reasonably approved by the Indemnitee upon the first notice the Indemnitee sends claim under such provisions prior to the Indemnitor and the Indemnitor shall continue to provide and pay for such assistance and/or defense to the Indemnitee until the matter is fully resolved by either final judgment, settlement, or other release executed by the Indemnitee. The Indemnitor further indemnifies and hold harmless the Indemnitee from, for and against all Claims, including, without limitation, all legal fees, costs and expert fees and costs that the Indemnitee may directly or indirectly sustain, suffer or incur as a result thereof. Indemnitor shall and does hereby assume on behalf of the Indemnitee, upon its demand, the amount of any costs allowed by law, and costs identified herein, any settlement reached or any judgment that may be entered against the Indemnitee, as a result expiration of such Claims. The Company agrees that during the Term and for as long as suits can no longer be brought against him as a matter of lawperiod, Executive such provisions shall be covered and insured up to the full limits provided by all directors’ and officers’ liability insurance which the Company maintains to indemnify its directors and officers on a basis no less favorable to Executive than the basis on which any survive until such other director and/or officer claim is so coveredfinally resolved.