Common use of INDEMNIFICATION FOR EXPENSES OF A WITNESS Clause in Contracts

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she shall will be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her her, or on his or her behalf behalf, in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to To the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is or was made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by him or her Indemnitee or on his or her Indemnitee’s behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee isIndemnitee, by reason of his or her Corporate Status, is a witness, or is made (or asked) to respond to discovery requests, requests or otherwise asked to participate in any Proceeding to which Indemnitee is not a party, he or she the Company shall be indemnified indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her her, or on his or her behalf behalf, in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to To the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or askedasked to) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she Indemnitee shall be indemnified to the extent permitted by applicable law against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Company Status, a witness, or is made (or asked) asked to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she the Company shall be indemnified indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or askedasked to) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or askedasked to) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him or her Indemnitee or on his or her Indemnitee’s behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or asked) to respond to discovery requests, or is otherwise asked to participate, in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee isis or may be, by reason of his or his/her Corporate Status, a witness, or is made (or asked) to respond to discovery requests, witness in any Proceeding Proceeding, whether instituted by the Company or any other party, and to which Indemnitee is not a partyparty but in which the Indemnitee receives a subpoena to testify, he or he/she shall be advanced all reasonable Expenses and indemnified against all Expenses actually and reasonably incurred by him or him/her or on his or his/her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Company shall indemnify Indemnitee is, by reason of his if and whenever he or her Corporate Status, she is a witness, witness or is threatened to be made (or asked) a witness to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, by reason of the fact that he or she shall be indemnified against all Expenses actually and reasonably incurred is or was an Agent or by reason of any action taken or not taken by him or her in such capacity, against all Expenses incurred by Indemnitee or on his or her Indemnitee’s behalf in connection therewith.; and

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee isis or was, by reason of his Corporate Status or her Corporate Statusotherwise, a witness, or is or was made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified to the fullest extent permissible under applicable law against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Indemnitee’s Corporate Status, a witness, or is made (or askedasked to) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him or her Indemnitee or on his or her Indemnitee’s behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Indemnitee’s Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee Xxxxxxxxxx is not a party, he or she Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him or her Indemnitee or on his or her Indemnitee’s behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or askedasked to) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her her, or on his or her behalf behalf, in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Indemnitee’s Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee Ixxxxxxxxx is not a party, he or she Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him or her Indemnitee or on his or her Indemnitee’s behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, witness or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, To the fullest extent permitted by applicable law and to the extent that Indemnitee is, by reason of his or her Corporate Statuscorporate status, a witness, is or is was made (or asked) to respond to discovery requests, requests in any Proceeding or otherwise asked to participate in any respect of a Proceeding to which Indemnitee is not a party, he or she Indemnitee shall be indemnified to the extent permitted by applicable law against all Expenses actually and reasonably incurred by him or her Indemnitee or on his or her Indemnitee’s behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Company Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or askedasked to) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party and is not threatened to be made a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee isis or may be, by reason of his or her Corporate Status, a witness, or is made (or asked) to respond to discovery requests, witness in any Proceeding Proceeding, whether instituted by the Company or any other party, and to which Indemnitee is not a partyparty but in which the Indemnitee receives a subpoena to testify, he or she shall be advanced all reasonable Expenses and indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or askedasked to) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she shall be exonerated, held harmless and indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, is or is was made (or asked) to respond to discovery requests, requests in any Proceeding or otherwise asked to participate in any aspect of a Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to To the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she Indemnitee shall be indemnified to the extent permitted by applicable law against all Expenses actually and reasonably incurred by him or her Indemnitee or on his or her Indemnitee’s behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her such person’s Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she such person shall be indemnified against all Expenses actually and reasonably incurred by him or her such person or on his or her such person’s behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or asked) required to respond to discovery requests, requests in any Proceeding or otherwise asked to participate in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Indemnitee’s Company Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him or her Indemnitee or on his or her Indemnitee’s behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his the fact that Indemnitee is or her Corporate Statuswas an employee, a witnessdirector, and/or officer of the Company, or is made (or asked) to respond to discovery requestswas serving at the request of the Company as a director, officer, employee, agent, fiduciary, or other representative of another Enterprise, a witness in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her Indemnitee (or on his or her behalf behalf) in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Indemnitee’s Corporate Status, a witness, or is made (or askedasked to) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her Indemnitee or on his or her Indemnitee’s behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this AgreementAgreement to the contrary, to the extent that the Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or askedasked to) to respond to discovery requests, in any Proceeding to which the Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewithwith such Proceeding.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Indemnitee’s Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him or her Indemnitee, or on his or her behalf Indemnitee’s behalf, in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. 2.1 Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which the Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewiththerewith (to the extent that such Expenses are paid by any other party).

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Indemnitee’s Covered Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him or her Indemnitee or on his or her Indemnitee’s behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to To the extent that Indemnitee is, by reason of his or her Corporate Statusposition as a director, officer, employee or agent of the Company, a witness, or is made (or asked) to respond to discovery requests, witness in any Proceeding action, suit or proceeding to which Indemnitee is not a party, he or she shall be indemnified to the extent permitted by applicable law against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Indemnitee’s Corporate Status, a witness, or is made (or askedasked to) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her Indemnitee or on his or her Indemnitee’s behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other ----------------------------------------- provision of this Agreement, to the extent that the Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or asked) to respond to discovery requests, witness in any Proceeding to which the Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or asked) to respond to discovery requestsrequests or requests for information, in connection with any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her the Indemnitee or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Indemnitee’s Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her Indemnitee or on his or her Indemnitee’s behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Indemnitee’s Corporate Status, a witness, or is made (or askedasked to) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him or her Indemnitee, or on his or her behalf Indemnitee’s behalf, in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or askedasked to) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her his or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee isis or was, by reason of his or her Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to To the extent that Indemnitee was or is, by reason of his or her Corporate Status, a witness, or is made (or askedasked to) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she Indemnitee shall be indemnified to the extent permitted by applicable law against all Expenses actually and reasonably incurred by him or her Indemnitee or on his or her Indemnitee’s behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or askedasked to) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party or is threatened to be a party, he or she shall shall, to the fullest extent permissible under applicable law and the Articles, be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnitee is, by reason of his or her Corporate Status, a witnesswitness or a deponent, or is made (or asked) required to respond to discovery requests, requests in any Proceeding or otherwise asked to participate in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her the Indemnitee’s Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her the Indemnitee or on his or her the Indemnitee’s behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his the fact that Indemnitee is or her Corporate Status, was a witnessdirector and/or officer of the Company, or is made (or asked) to respond to discovery requestswas serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, a witness in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her Indemnitee (or on his or her behalf behalf) in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Indemnitee’s Corporate Status, a witness, or is made to (or askedasked to) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him or her Indemnitee or on his or her Indemnitee’s behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, To the fullest extent permitted by applicable law and to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or asked) forced to respond to discovery requests, or is otherwise asked to participate in any Proceeding to which Indemnitee is not a party, he or she the Company shall be indemnified against indemnify him against, and advance as provided in Section 10 hereof, all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him or her Indemnitee or on his or her Indemnitee’s behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or asked) to respond to discovery requests, requests in any Proceeding to which Indemnitee is not a party, he or she Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him or her Indemnitee or on his or her Indemnitee’s behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or asked) to respond response to discovery requests, in any Proceeding proceeding to which Indemnitee is not a party, he or she Indemnitee shall be indemnified against for all Expenses expenses actually and reasonably incurred by him or her Indemnitee or on his or her Indemnitee’s behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to To the extent that Indemnitee is, by reason of his or her Corporate Statusposition as a director, officer, employee or agent of the Company, a witness, or is made (or asked) to respond to discovery requests, witness in any Proceeding action, suit or proceeding to which Indemnitee is not a party, he or she shall be indemnified to the extent permitted by applicable law against all Expenses costs and expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her her, or on his or her behalf behalf,in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision Subject to Section 9 of this Agreement, to the extent that Indemnitee is, by reason of his or his/her Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she h/shee shall be indemnified against all Expenses actually and reasonably incurred by him or him/her or on his or his/her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee isis or was, by reason of his or her Corporate StatusStatus or otherwise, a witness, or is or was made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she the Companies, jointly and severally, shall be indemnified indemnify Indemnitee to the fullest extent permissible under applicable law against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate StatusIndemnitee’s Official Capacity, a witness, or is made (or askedasked to) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or askedasked to) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Indemnitee’s Partnership Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him or her Indemnitee or on his or her Indemnitee’s behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Indemnitee’s Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him or her Indemnitee, or on his or her Indemnitee’s behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.. DIRECTOR INDEMNIFICATION AGREEMENT- 2

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her her, or on his or her behalf behalf, in connection therewith. [Comment: Section 4 indemnifies individuals for costs and expenses in serving as a witness in any proceeding relating to such person’s service to the corporation.]

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, witness or is made (or asked) otherwise asked to respond to discovery requests, participate in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Company Status, a witness, or is made (or asked) asked to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith, to the extent reimbursement for such Expenses is not otherwise provided to Indemnitee separate from this Agreement as a result of Indemnitee’s continuing Company Status.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she the Company shall be indemnified hold harmless and indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding action or proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her her, or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other ----------------------------------------- provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or askedasked to) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or asked) to respond to discovery requests, or is subpoenaed in any Proceeding to which Indemnitee is not a party nor threatened to be made a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Indemnitee’s Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her Indemnitee’s behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Indemnitee’s Corporate Status, a witness, or is made (or askedasked to) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her Indemnitee’s behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this AgreementthisAgreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her such person’s Corporate Status, a witness, or is made (or askedasked to) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she such person shall be indemnified against all Expenses actually and reasonably incurred by him or her such person or on his or her such person’s behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is or was made (or asked) to respond to discovery requestsrequests or otherwise participate, in any Proceeding to which Indemnitee is not a party, he or she Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by him or her Indemnitee or on his or her Indemnitee’s behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Indemnitee’s Corporate Status, a witness, or is made (or askedasked to) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her Indemnity or on his or her Indemnitee’s behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Indemnitee’s Company Status, a witness, or is made (or askedasked to) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him or her Indemnitee or on his or her Indemnitee’s behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her her, or on his or her behalf in connection therewith. [Comment: Section ‎4 indemnifies individuals for costs and expenses in serving as a witness in any proceeding relating to such person's service to the corporation.]

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that any Indemnitee is, by reason of his or her Corporate Status, is a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which the Indemnitee is not a party, he or she it shall be indemnified against all Expenses actually and reasonably incurred by him or her it or on his or her its behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or askedasked to) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith, without any determination pursuant to Section 6.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her such person’s Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him or her such person or on his or her such person’s behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or askedasked to) to respond to discovery requests, in any Proceeding to which Indemnitee is GDSVF&H\5218106.3 not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Indemnitee's Corporate Status, a witness, or is made (or askedasked to) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him or her Indemnitee, or on his or her behalf Indemnitee's behalf, in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewiththerewith and no standard of conduct determination shall be required.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Indemnitee’s Corporate Status, a witness, or is made (or askedasked to) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf Indemnitee in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee isis or may be, by reason of his or her Corporate Status, a witness, or is made (or asked) to respond to discovery requests, witness in any Proceeding Proceeding, whether instituted by the Company or any other party, and to which Indemnitee is not a partyparty but in which the Indemnitee receives a subpoena to testify, he or she shall be advanced all reasonable Expenses and indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to To the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or his/her Corporate Status, a witness, or is made (or askedasked to) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or he/she shall be indemnified against all Expenses actually and reasonably incurred by him or him/her or on his or his/her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her such person’s Corporate Status, a witnesswitness or deponent, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she such person shall be indemnified against all Expenses actually and reasonably incurred by him or her such person or on his or her such person’s behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Statusofficial capacity, a witness, witness or is made (or askedasked to) to respond to discovery requests, requests in any Proceeding to which Indemnitee he is not a party, he or she Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her [his]/[her] Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she [he]/[she] shall be indemnified against all Expenses actually and reasonably incurred by him or her [him]/[her] or on his or her [his]/[her] behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Company Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate StatusIndemnitee’s service as an officer of the Holding Company and/or the Bank, a witness, or is made (or askedasked to) to respond to discovery requests, in any Proceeding to which at a time when Indemnitee is not a partynamed defendant or respondent to the Proceeding, he or she Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her Indemnitee’s behalf in connection therewith.

INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his the fact that Indemnitee is or her Corporate Status, was a witnessdirector or officer of the Company, or is made (or asked) to respond to discovery requestswas serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of an Enterprise, a witness in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her Indemnitee (or on his or her behalf behalf) in connection therewith.