Common use of Indemnification for Costs, Charges and Expenses of Witness or Successful Party Clause in Contracts

Indemnification for Costs, Charges and Expenses of Witness or Successful Party. Notwithstanding any other provision of this Agreement (except as set forth in subparagraph 9(a) hereof), and without a requirement for a determination as required by Paragraph 8 hereof, to the extent that the Indemnitee (a) has prepared to serve or has served as a witness in any Proceeding in any way relating to the Company or any of the Company’s subsidiaries, affiliates, employee benefit plans, such plan’s participants or beneficiaries or any other enterprise, or in any way relating to anything done or not done by the Indemnitee as an officer or a director of the Company, as a director, officer, employee, trustee, fiduciary, advisor or agent of an Other Enterprise, or as a director, officer, employee, trustee, fiduciary, advisor or agent of a corporation which was a predecessor corporation of the Company or of another enterprise at the request of such predecessor corporation, or (b) has been successful in the defense of any Proceeding or in the defense of any claim, issue or matter therein, on the merits or otherwise, including the dismissal of a Proceeding without prejudice or the settlement of a Proceeding without an admission of liability, the Indemnitee shall be indemnified against all Expenses actually incurred by the Indemnitee in connection therewith to the fullest extent permitted by applicable law and the Company’s Certificate of Incorporation, as amended, and the Company’s By-Laws, as amended, subject in each case to Paragraph 7 below.

Indemnification for Costs, Charges and Expenses of Witness or Successful Party. Notwithstanding any other provision of this Agreement (except as set forth in subparagraph 9(a) hereof), and without a requirement for a determination as required by Paragraph 8 hereof, to the extent that the Indemnitee (a) has prepared to serve or has served as a witness in any Proceeding in any way relating to the Company or any of the Company’s subsidiaries, affiliates, employee benefit or welfare plans, such plan’s participants or beneficiaries or any other enterprise, foreign or in any way relating to domestic, or anything done or not done by the Indemnitee as an officer or a director of the Company, as a director, officer, employee, trustee, fiduciary, advisor employee or agent of an Other Enterpriseanother corporation, partnership, joint venture, limited liability company, trust, employee benefit or welfare plan or other enterprise, foreign or domestic, or as a director, officer, employee, trustee, fiduciary, advisor employee or agent of a corporation which was a predecessor corporation of the Company or of another enterprise enterprise, at the request of such predecessor corporation, or (b) has been successful in the defense of any Proceeding or in the defense of any claim, issue or matter therein, on the merits or otherwise, including the dismissal of a Proceeding without prejudice or the settlement of a Proceeding without an admission of liability, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith to the fullest extent permitted by applicable law and the Company’s Certificate of Incorporation, as amended, and the Company’s By-Laws, as amended, subject in each case to Paragraph 7 belowlaw.

Indemnification for Costs, Charges and Expenses of Witness or Successful Party. Notwithstanding any other provision of this Agreement (except as set forth in subparagraph 9(a) Paragraph 9 hereof), and without a requirement for a determination as required by Paragraph 8 hereof, to the extent that the Indemnitee (a) has prepared to serve or has served as a witness in any Proceeding in any way relating to the Company or any of the Company’s 's subsidiaries, affiliates, employee benefit plans, such plan’s 's participants or beneficiaries or any other enterpriseOther Enterprise, or in any way relating to anything done or not done by the Indemnitee as an officer or a director of the Company, as a director, officer, employee, trustee, fiduciary, advisor or agent of an Other Enterprise, or as a director, officer, employee, trustee, fiduciary, advisor or agent of a corporation which was a predecessor corporation of the Company or of another enterprise at the request of such predecessor corporation, or (b) has been successful in the defense of any Proceeding or in the defense of any claim, issue or matter therein, on the merits or otherwise, including the dismissal of a Proceeding without prejudice or the settlement of a Proceeding without an admission of liability, the Indemnitee shall be indemnified against all Expenses actually incurred by the Indemnitee in connection therewith to the fullest extent permitted by applicable law and the Company’s Certificate 's Articles of Incorporation, as amended, and the Company’s 's By-Laws, as amended, subject in each case to Paragraph 7 below.

Indemnification for Costs, Charges and Expenses of Witness or Successful Party. Notwithstanding any other provision of this Agreement (except as set forth in subparagraph 9(a) hereof), and without requiring any determination regarding a requirement for a determination as required by standard of conduct, including under Paragraph 8 hereof, to the extent that the Indemnitee (a) has prepared to serve or has served as a witness in any Proceeding in any way relating to the Company or any of the Company’s 's subsidiaries, affiliates, employee benefit or welfare plans, such plan’s 's participants or beneficiaries or any other enterprise, foreign or in any way relating to domestic, or anything done or not done by the Indemnitee as [an officer or executive officer] / [a director member of the CompanyBoard], as a director, officer, employee, trustee, fiduciary, advisor employee or agent of an Other Enterpriseanother corporation, partnership, joint venture, limited liability company, trust, employee benefit or welfare plan or other enterprise, foreign or domestic, or as a director, officer, employee, trustee, fiduciary, advisor employee or agent of a corporation which was a predecessor corporation of the Company or of another enterprise enterprise, at the request of such predecessor corporation, or (b) has been successful in the defense of any Proceeding or in the defense of any claim, issue or matter therein, on the merits or otherwise, including the dismissal of a Proceeding without prejudice or the settlement of a Proceeding without an admission of liability, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith to the fullest extent permitted by applicable law and the Company’s Certificate of Incorporation, as amended, and the Company’s By-Laws, as amended, subject in each case to Paragraph 7 belowlaw.

Indemnification for Costs, Charges and Expenses of Witness or Successful Party. Notwithstanding any other provision of this Agreement (except as set forth in subparagraph 9(a) hereof), and without a requirement for a determination as required by Paragraph 8 hereof, to the extent that the Indemnitee (a) has prepared to serve or has served as a witness in any Proceeding in any way relating to the Company or any of the Company’s subsidiaries, affiliates, employee benefit plans, such plan’s participants or beneficiaries or any other enterprise, or in any way relating to anything done or not done (whether actually or allegedly) by the Indemnitee as an officer or a director of the Company, as a director, officer, employee, trustee, fiduciary, advisor or agent of an Other Enterprise, or as a director, officer, employee, trustee, fiduciary, advisor or agent of a corporation which was a predecessor corporation of the Company or of another enterprise at the request of the Company or any such predecessor corporation, or (b) has been successful in the defense of any Proceeding or in the defense of any claim, issue or matter therein, on the merits or otherwise, including the dismissal of a Proceeding without prejudice or the settlement of a Proceeding without an admission of liability, the Indemnitee shall be indemnified against all Expenses actually incurred by the Indemnitee in connection therewith to the fullest extent permitted by applicable law and not prohibited by the Company’s Certificate of Incorporation, as amended, and or the Company’s By-Laws, as amended, subject in each case to Paragraph 7 below.

Indemnification for Costs, Charges and Expenses of Witness or Successful Party. Notwithstanding any other provision of this Agreement (except as set forth in subparagraph 9(a) hereof), and without a requirement for a determination as required by Paragraph 8 hereof, to the extent that the Indemnitee (a) has prepared to serve or has served as a witness in any Proceeding in any way relating to the Company or any of the Company’s subsidiaries, affiliates, employee benefit or welfare plans, such plan’s participants or beneficiaries or any other enterprise, foreign or in any way relating to domestic, or anything done or not done by the Indemnitee as an officer or a director or officer of the Company, as a director, officer, employee, trustee, fiduciary, advisor employee or agent of an Other Enterpriseanother corporation, partnership, joint venture, limited liability company, trust, employee benefit or welfare plan or other enterprise, foreign or domestic, or as a director, officer, employee, trustee, fiduciary, advisor employee or agent of a corporation which was a predecessor corporation of the Company or of another enterprise enterprise, at the request of such predecessor corporation, or (b) has been successful in the defense of any Proceeding or in the defense of any claim, issue or matter therein, on the merits or otherwise, including the dismissal of a Proceeding without prejudice or the settlement of a Proceeding without an admission of liability, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith to the fullest extent permitted by applicable law and the Company’s Certificate of Incorporation, as amended, and the Company’s By-Laws, as amended, subject in each case to Paragraph 7 belowlaw.

Indemnification for Costs, Charges and Expenses of Witness or Successful Party. Notwithstanding any other provision of this Agreement (except as set forth in subparagraph 9(a) hereof), and without a requirement for a determination as required by Paragraph 8 hereof, to the extent that the Indemnitee (a) has prepared to serve or has served as a witness in any Proceeding in any way relating to (i) the Company or any of the Company’s 's subsidiaries, affiliates, employee benefit or welfare plans, such plan’s 's participants or beneficiaries or any other enterprise, foreign or in any way relating to domestic, or (ii) anything done or not done by the Indemnitee as an officer or a director [director] [or] [officer] of the Company, as a director, officer, employee, trustee, fiduciary, advisor employee or agent of an Other Enterpriseanother corporation, partnership, joint venture, limited liability company, trust, employee benefit or welfare plan or other enterprise, foreign or domestic, or as a director, officer, employee, trustee, fiduciary, advisor employee or agent of a corporation which was a predecessor corporation of the Company or of another enterprise enterprise, at the request of such predecessor corporation, or (b) has been successful in the defense of any Proceeding or in the defense of any claim, issue or matter therein, on the merits or otherwise, including the dismissal of a Proceeding without prejudice or the settlement of a Proceeding without an admission of liability, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith to the fullest extent permitted by applicable law and the Company’s Certificate of Incorporation, as amended, and the Company’s By-Laws, as amended, subject in each case to Paragraph 7 belowlaw.

Indemnification for Costs, Charges and Expenses of Witness or Successful Party. Notwithstanding any other provision of this Agreement (except as set forth in subparagraph 9(a) hereof), and without a requirement for a determination as required by Paragraph 8 hereof, to the extent that the Indemnitee (a) has prepared to serve or has served as a witness in any Proceeding in any way relating to the Company or any of the Company’s subsidiaries, affiliates, employee benefit or welfare plans, such plan’s participants or beneficiaries or any other enterprise, foreign or in any way relating to domestic, or anything done or not done by the Indemnitee as an officer or a director of the Company, as a director, officer, employee, trustee, fiduciary, advisor employee or agent of an Other Enterpriseanother corporation, partnership, joint venture, limited liability company, trust, employee benefit or welfare plan or other enterprise, foreign or domestic, or as a director, officer, employee, trustee, fiduciary, advisor employee or agent of a corporation which was a predecessor corporation of the Company or of another enterprise enterprise, at the request of such predecessor corporation, or (b) has been successful in the defense of any Proceeding or in the defense of any claim, issue or matter therein, on the merits or otherwise, including the dismissal of a Proceeding without prejudice or the settlement of a Proceeding without an admission of liability, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith to the fullest extent permitted by applicable law and the Company’s Certificate of Incorporation, as amended, and the Company’s By-Laws, as amended, subject in each case to Paragraph 7 belowlaw.

Indemnification for Costs, Charges and Expenses of Witness or Successful Party. Notwithstanding any other provision of this Agreement (except as set forth in subparagraph 9(a9 (a) hereof), and without a requirement for a determination as required by Paragraph 8 hereof, to the extent that the Indemnitee (a) has prepared to serve or has served as a witness in any Proceeding in any way relating to (i) the Company or any of the Company’s 's subsidiaries, affiliates, employee benefit or welfare plans, such plan’s 's participants or beneficiaries or any other enterprise, foreign or in any way relating to domestic, or (ii) anything done or not done by the Indemnitee as an officer or a director [director] [or] [officer] of the Company, as a director, officer, employee, trustee, fiduciary, advisor employee or agent of an Other Enterpriseanother corporation, partnership, joint venture, limited liability company, trust, employee benefit or welfare plan or other enterprise, foreign or domestic, or as a director, officer, employee, trustee, fiduciary, advisor employee or agent of a corporation which was a predecessor corporation of the Company or of another enterprise enterprise, at the request of such predecessor corporation, or (b) has been successful in the defense of any Proceeding or in the defense of any claim, issue or matter therein, on the merits or otherwise, including the dismissal of a Proceeding without prejudice or the settlement of a Proceeding without an admission of liability, the Indemnitee shall be indemnified against all Expenses actually incurred by the Indemnitee in connection therewith to the fullest extent permitted by applicable law and the Company’s Certificate of Incorporation, as amended, and the Company’s By-Laws, as amended, subject in each case to Paragraph 7 belowlaw.