Common use of Indemnification; Insurance Coverage Clause in Contracts

Indemnification; Insurance Coverage. 9.1 Throughout the term of the Agreement and for the period of six (6) years thereafter, the company will maintain an Officers and Directors Insurance policy for the Director, and other insurance coverage on substantially the same terms and levels that it provides to the Company's senior Executive Officers, at the company's sole expense. This insurance shall cover any and all actions committed and/or omitted by the Director, in his capacity as Director, commencing on the appointment of Director as a Director of the company. 9.2 Director is not and shall not be liable to the Company for any losses, claims, damages or liabilities arising from his appointment as Director and/or any action and/or failure to act in his capacity as Director or from any act oromission performed or omitted by Director, except for any losses, claims, damages or liabilities primarily attributable to such Director's fraud, gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. 9.3 The Company, to the fullest extent permitted by applicable law, indemnifies and holds Director harmless (and his respective successors and assigns) against any losses, claims, damages, liabilities, costs or expenses (including legal fees, judgments and amounts paid in settlement) to which the Director may become subject (i) by reason of having been a Director to the Company or (ii) in connection with any matter arising out of or in connection with this Agreement, unless a court of competent jurisdiction, in a judgment that has become final and that is no longer subject to appeal or review, determines that any such loss, claim, damage, liability, cost or expense is primarily attributable to Director's fraud, gross negligence or willful misconduct. If Director becomes involved in any capacity in any action, proceeding or investigation by reason of being or having been a Director or in connection with any matter arising out of or in connection with this Agreement, the Company will periodically reimburse the Director for its legal or other expenses( including the cost of any investigation and preparation) incurred in connection therewith; provided that Director promptly repays to the Company the amount of any such reimbursed expenses paid to it to the extent that it is ultimately determined that Director is not entitled to be indemnified by the Company in connection with such action, proceeding or investigation as provided in the exception contained in the immediately preceding sentence. If for any reason (other than the fraud, gross negligence or willful misconduct of Director) the foregoing indemnification is unavailable to Director, or is insufficient to hold it harmless, then the Company must, to the fullest extent permitted by law, contribute to the amount paid or payable by the Directors a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Director on the other hand or, if such allocation is not permitted by applicable law, to reflect not only the relative benefits referred to above but also any other relevant equitable considerations.

Indemnification; Insurance Coverage. 9.1 11.1. Throughout the term of the Agreement and for the period of six three (63) years thereafter, the company will maintain an Officers and Directors Insurance policy for the DirectorEmployee , and other insurance coverage coverage, on substantially the same terms and levels that it provides to the Company's senior Executive Officers, at the company's sole expense. This insurance shall cover any and all actions committed and/or omitted by the DirectorEmployee, in his capacity as Directoran Officer of the Company, commencing on the appointment commencement of Director as a Director of the companythis agreement . 9.2 Director is not and 11.2. Employee shall not be liable to the Company for any losses, claims, damages or liabilities arising from his appointment as Director Officer and/or any action and/or failure to act in his capacity as Director Employee or from any act oromission or omission performed or omitted by DirectorEmployee, except for any losses, claims, damages or liabilities primarily attributable to such DirectorEmployee's fraud, gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. 9.3 11.3. The Company, to the fullest extent permitted by applicable law, indemnifies and holds Director Employee harmless (and his respective successors and assigns) against any losses, claims, damages, liabilities, costs or expenses (including legal fees, judgments judgements and amounts paid in settlement) to which the Director Employee may become subject (i) by reason of having been a Director Employee to the Company or (ii) in connection with any matter arising out of or in connection with this Agreement, unless a court of competent jurisdiction, in a judgment judgement that has become final and that is no longer subject to appeal or review, determines that any such loss, claim, damage, liability, cost or expense is primarily attributable to DirectorEmployee's fraud, gross negligence or willful misconduct. If Director becomes involved in any capacity in any action, proceeding or investigation by reason of being or having been a Director or in connection with any matter arising out of or in connection with this Agreement, the Company will periodically reimburse the Director for its legal or other expenses( including the cost of any investigation and preparation) incurred in connection therewith; provided that Director promptly repays to the Company the amount of any such reimbursed expenses paid to it to the extent that it is ultimately determined that Director is not entitled to be indemnified by the Company in connection with such action, proceeding or investigation as provided in the exception contained in the immediately preceding sentence. If for any reason (other than the fraud, gross negligence or willful misconduct of Director) the foregoing indemnification is unavailable to Director, or is insufficient to hold it harmless, then the Company must, to the fullest extent permitted by law, contribute to the amount paid or payable by the Directors a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Director on the other hand or, if such allocation is not permitted by applicable law, to reflect not only the relative benefits referred to above but also any other relevant equitable considerations.

Indemnification; Insurance Coverage. 9.1 9.1. Throughout the term of the Agreement and for the a period of six (6) years thereafter, the company Company will maintain an Officers and Directors Insurance policy for the DirectorExecutive, and other insurance coverage on substantially the same terms and levels that it provides to the Company's senior Executive Officersexecutive officers, at the companyCompany's sole expense. This insurance shall cover any and all actions committed and/or omitted by the DirectorExecutive, in his capacity as DirectorDirector and/or CEO of Net2Wireless Corporation and any subsidiary of the Net2Wirless Corporation, commencing on the appointment of Director the Executive as a Director and/or CEO of the companyNet2Wireless Corporation. 9.2 Director 9.2. The Executive is not and shall not be liable to toward the Company for any losses, claims, damages or liabilities arising from his appointment as Director and/or CEO of Net2Wireless Corporation and/or any action and/or failure to act in his capacity as Director such or from any act oromission or omission performed or omitted by Directorthe Executive, except for any losses, claims, damages or liabilities primarily attributable to such Directorthe Executive's fraud, gross negligence or willful misconduct as finally and irreversibly determined by a court of competent jurisdiction. 9.3 9.3. The Company, to the fullest extent permitted by applicable law, indemnifies shall indemnify and holds Director hold the Executive harmless (and his respective successors and assigns) against any losses, claims, damages, liabilities, costs or expenses (including legal fees, judgments and amounts paid in settlement) to which the Director Executive may become subject (i) by reason of being and/or having been a Director to the Company or and/or CEO of Net2Wireless Corporation, and/or (ii) in connection with any matter arising out of or in connection with this Agreement, unless a court of competent jurisdiction, in a judgment that has become final and that is no longer subject to appeal or review, determines that any such loss, claim, damage, liability, cost or expense is primarily attributable to Directorthe Executive's fraud, gross negligence or willful misconduct. If Director the Executive becomes involved involved, in any capacity capacity, in any action, proceeding or investigation by reason of being or and/or having been a Director and/or CEO of Net2Wireless Corporation or in connection with any matter arising out of or in connection with this Agreement, the Company will periodically reimburse the Director Executive for its legal or other expenses( expenses (including the cost of any investigation and preparation) incurred in connection therewith; provided that Director the Executive promptly repays to the Company the amount of any such reimbursed expenses paid to it to the extent that it is ultimately determined that Director the Executive is not entitled to be indemnified by the Company in connection with such actiontherewith. If, proceeding or investigation as provided in the exception contained in the immediately preceding sentence. If for any reason (other than the fraud, gross negligence or willful misconduct of Director) Director and/or CEO), the foregoing indemnification is unavailable to Directorthe Executive, or is insufficient to hold it harmless, then the Company mustshall be obliged, to the fullest extent permitted by law, to contribute to the amount paid or payable by the Directors Executive as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Director Executive on the other hand hand, or, if such allocation is not permitted by applicable law, to reflect not only the relative benefits referred to above but also any other relevant equitable considerations.

Indemnification; Insurance Coverage. 9.1 8.1 Throughout the term of the Agreement and for the period of six (6) years thereafter, the company will maintain an Officers and Directors Insurance policy for the Director, and other insurance coverage on substantially the same terms and levels that it provides to the Company's senior Executive Officers, at the company's sole expense. This insurance shall cover any and all actions committed and/or omitted by the DirectorMr. Sobol, in his capacity as DirectorGxxxxxx Xxunsel of Net2Wireless Corporation and any subsidiary of the Net2Wirless Corporation, commencing on the appointment of Director Mr. Sobol as a Director of the companyGeneral Counsel xx Xxx0Xxreless Corporation. 9.2 Director 8.2 Mr. Sobol is not and shall not be liable xxx xx xxxble to the Company for any losses, claims, damages or liabilities arising from his appointment as Director General Counsel and/or any action and/or failure to act in his capacity as Director General Counsel or from any act oromission or omission performed or omitted by DirectorMr. Sobol, except for any losseslosxxx, claimsxxxims, damages or liabilities primarily attributable to such DirectorMr. Sobol's fraud, gross negligence or willful neglixxxxx xx xxxlful misconduct as finally determined by a court of competent jurisdiction. 9.3 8.3 The Company, to the fullest extent permitted by applicable law, indemnifies and holds Director Mr. Sobol harmless (and his respective rxxxxxxxxx successors and assigns) against any losses, claims, damages, liabilities, costs or expenses (including legal fees, judgments and amounts paid in settlement) to which the Director Mr. Sobol may become subject (ix) by reason xx xxason of having been a Director General Counsel to the Company or (ii) in connection with any matter arising out of or in connection with this Agreement, unless a court of competent jurisdiction, in a judgment that has become final and that is no longer subject to appeal or review, determines that any such loss, claim, damage, liability, cost or expense is primarily attributable to DirectorMr. Sobol's fraud, gross negligence or nexxxxxxxx xx willful misconduct. If Director Mr. Sobol becomes involved in any capacity xx xxx xapacity in any action, proceeding or investigation by reason of being or having been a Director General Counsel or in connection with any matter arising out of or in connection with this Agreement, the Company will periodically reimburse the Director Mr. Sobol for its his legal or other expenses( othex xxxxxxes (including the cost of any investigation and preparation) incurred in connection therewith; provided that Director Mr. Sobol promptly repays to the Company thx Xxxxxxx the amount of any such reimbursed expenses paid to it to the extent that it is ultimately determined that Director Mr. Sobol is not entitled to be indemnified xxxxxxxxied by the Company in connection with such action, proceeding or investigation as provided in the exception contained in the immediately preceding sentence. If for any reason (other than the fraud, gross negligence or willful misconduct of DirectorGeneral Counsel) the foregoing indemnification is unavailable to DirectorMr. Sobol, or is insufficient to hold xx xxxx it harmless, then the Company must, to the fullest extent permitted by law, contribute to the amount paid or payable by the Directors Mr. Sobol as a result of such losssucx xxxx, claimxlaim, damage or liability in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Director Mr. Sobol on the other hand or, if such xx xxxx allocation is not permitted by applicable law, to reflect not only the relative benefits referred to above but also any other relevant equitable considerations.