Common use of Indemnification of Directors, Officers, etc Clause in Contracts

Indemnification of Directors, Officers, etc. The Company shall indemnify each of its Directors, officers, employees, and agents (including persons who serve at its request as directors, managers, officers or trustees of another organization in which it has any interest, as a shareholder, creditor or otherwise) against all liabilities and expenses (including amounts paid in satisfaction of judgments, in compromise, as fines and penalties, and as counsel fees and including indemnification for acts or omissions constituting negligence) reasonably incurred by him in connection with the defense or disposition of any claim, action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which he may be threatened, while in office or thereafter, by reason of his being or having been such a Director, officer, employee or agent, except with respect to any matter as to which he shall have been adjudicated to have acted in bad faith, willful misfeasance, gross negligence or reckless disregard of his duties. The rights of indemnification herein provided may be insured against by policies maintained by the Company, shall be severable, shall not affect any other rights to which any covered person may now or hereafter be entitled, shall continue as to a person who has ceased to be such a covered person and shall inure to the benefit of the heirs, executors and administrators of such a person. Subject to applicable Federal Law, expenses of preparation and presentation of a defense to any claim, action, suit or proceeding subject to a claim for indemnification under this Section 17.2 shall be advanced by the Company prior to final disposition thereof. To the extent that any determination is required to be made as to whether a covered person engaged in conduct for which indemnification is not provided as described herein, or as to whether there is reason to believe that a covered person ultimately will be found entitled to indemnification, the Person or Persons making the determination shall afford the covered person a rebuttable presumption that the covered person has not engaged in such conduct and that there is reason to believe that the covered person ultimately will be found entitled to indemnification.

Indemnification of Directors, Officers, etc. The Company shall indemnify each of its Directors, officers, employees, and agents (including persons who serve at its request as directors, managers, officers or trustees of another organization in which it has any interest, as a shareholder, creditor or otherwise) against all liabilities and expenses (including amounts paid in satisfaction of judgments, in compromise, as fines and penalties, and as counsel fees and including indemnification for acts or omissions constituting negligence) reasonably incurred by him in connection with the defense or disposition of any claim, action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which he may be threatened, while in office or thereafter, by reason of his being or having been such a Director, officer, employee or agent, except with respect to any matter as to which he shall have been adjudicated to have acted in bad faith, willful misfeasance, gross negligence or reckless disregard of his duties. The rights of indemnification herein provided may be insured against by policies maintained by the Company, shall be severable, shall not affect any other rights to which any covered person may now or hereafter be entitled, shall continue as to a person who has ceased to be such a covered person and shall inure to the benefit of the heirs, executors and administrators of such a person. Subject to applicable Federal Law, expenses of preparation and presentation of a defense to any claim, action, suit or proceeding subject to a claim for indemnification under this Section 17.2 shall be advanced by the Company prior to final disposition thereof. To the extent that any determination is required to be made as to whether a covered person engaged in conduct for which indemnification is not provided as described herein, or as to whether there is reason to believe that a covered person ultimately will be found entitled to indemnification, the Person or Persons making the determination shall afford the covered person a rebuttable presumption that the covered person has not engaged in such conduct and that there is reason to believe that the covered person ultimately will be found entitled to indemnification. As used in this Section 17.2, the words “claim,” “action,” “suit” or “proceeding” shall apply to all claims, demands, actions, suits, investigations, regulatory inquiries, proceedings or any other occurrence of a similar nature, whether actual or threatened and whether civil, criminal, administrative or other, including appeals, and the words “liability” and "expenses" shall include without limitation, attorneys' fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities.