Common use of Indemnitee Entitled to Expenses of Judicial Proceeding Clause in Contracts

Indemnitee Entitled to Expenses of Judicial Proceeding. If Indemnitee seeks a judicial adjudication of or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the applicable Company, and such Company shall indemnify Indemnitee against, any and all expenses (of the types described in the definition of Expenses in Article I hereof) actually and reasonably incurred by him in such judicial adjudication or arbitration but only if Indemnitee prevails therein. If it shall be determined in such judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advancement of expenses or other benefit sought, the expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be equitably allocated between the applicable Company and Indemnitee. Notwithstanding the foregoing, if a Change in Control of the Company from which recovery is sought under this Section 6.5 shall have occurred, Indemnitee shall be entitled to indemnification under this Section 6.5 from such Company regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. MISCELLANEOUS

Indemnitee Entitled to Expenses of Judicial Proceeding. If Indemnitee seeks a judicial adjudication of or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the applicable Company, and such the Company shall indemnify Indemnitee against, any and all expenses (of the types described in the definition of Expenses in Article I hereof) actually and reasonably incurred by him in such judicial adjudication or arbitration but only if Indemnitee prevails therein. If it shall be determined in such judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advancement of expenses or other benefit sought, the expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be equitably allocated between the applicable Company and Indemnitee. Notwithstanding the foregoing, if a Change in Control of the Company from which recovery is sought under this Section 6.5 shall have occurred, Indemnitee shall be entitled to indemnification under this Section 6.5 from such Company regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. MISCELLANEOUS.

Indemnitee Entitled to Expenses of Judicial Proceeding. If In the event that Indemnitee seeks a judicial adjudication of or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the applicable CompanyCorporation, and such Company shall indemnify Indemnitee be indemnified by the Corporation against, any and all expenses (of the types described in the definition of Expenses in Article I hereofI) actually and reasonably incurred by him in such judicial adjudication or arbitration but only if Indemnitee he prevails therein. If it shall be determined in such said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advancement of expenses or other benefit sought, the expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be equitably allocated between the applicable Company and reasonably prorated in good faith by counsel for Indemnitee. Notwithstanding the foregoing, if a Change in Control of the Company from which recovery is sought under this Section 6.5 shall have occurred, Indemnitee shall be entitled to indemnification under this Section 6.5 from such Company regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. MISCELLANEOUS.

Indemnitee Entitled to Expenses of Judicial Proceeding. If Indemnitee seeks a judicial adjudication of or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the applicable Company, and such the Company shall indemnify Indemnitee against, any and all expenses (of the types described in the definition of Expenses in Article I hereofI) actually and reasonably incurred by him in such judicial adjudication or arbitration but only if Indemnitee prevails therein. If it shall be determined in such judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advancement of expenses or other benefit sought, the expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be equitably allocated between the applicable Company and Indemnitee. Notwithstanding the foregoing, if a Change in Control of the Company from which recovery is sought under this Section 6.5 shall have occurred, Indemnitee shall be entitled to indemnification under this Section 6.5 from such Company regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. MISCELLANEOUS.

Indemnitee Entitled to Expenses of Judicial Proceeding. If Indemnitee seeks a judicial adjudication of or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the applicable CompanyCorporation, and such Company the Corporation shall indemnify Indemnitee against, any and all expenses (of the types described in the definition of Expenses in Article I hereofI) actually and reasonably incurred by him in such judicial adjudication or arbitration but only if Indemnitee prevails therein. If it shall be determined in such judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advancement of expenses or other benefit sought, the expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be equitably allocated between the applicable Company Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control of the Company from which recovery is sought under this Section 6.5 shall have occurred, Indemnitee shall be entitled to indemnification under this Section 6.5 from such Company regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. MISCELLANEOUS.

Indemnitee Entitled to Expenses of Judicial Proceeding. If Indemnitee seeks a judicial adjudication of or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, Indemnitee shall will be entitled to recover from the applicable Company, and such the Company shall will indemnify Indemnitee against, any and all expenses (of the types described in the definition of Expenses in Article I hereofI) actually and reasonably incurred by him in such judicial adjudication or arbitration but only if Indemnitee prevails therein. If it shall be is determined in such judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advancement of expenses or other benefit sought, the expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall will be equitably allocated between the applicable Company and Indemnitee. Notwithstanding the foregoing, if a Change in Control of the Company from which recovery is sought under this Section 6.5 shall have has occurred, Indemnitee shall will be entitled to indemnification under this Section 6.5 from such Company regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. MISCELLANEOUS.

Indemnitee Entitled to Expenses of Judicial Proceeding. If Indemnitee seeks a judicial adjudication of or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the applicable Company, and such the Company shall indemnify Indemnitee against, any and all expenses (of the types described in the definition of Expenses in Article I hereofI) actually and reasonably incurred by him in such judicial adjudication or arbitration but only if Indemnitee prevails therein. If it shall be determined in such judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advancement of expenses or other benefit sought, the expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be equitably allocated between the applicable Company and Indemnitee. Notwithstanding the foregoing, if a Change in Control of the Company from which recovery is sought under this Section 6.5 shall have occurred, Indemnitee shall be entitled to indemnification under this Section 6.5 from such Company 5.5 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. MISCELLANEOUS.

Indemnitee Entitled to Expenses of Judicial Proceeding. If Indemnitee seeks a judicial adjudication of or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the applicable Company, and such Company shall indemnify Indemnitee against, any and all expenses (of the types described in the definition of Expenses in Article I hereof) actually and reasonably incurred by him in such judicial adjudication or arbitration but only if Indemnitee prevails therein. If it shall be determined in such judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advancement of expenses or other benefit sought, the expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be equitably allocated between the applicable Company and Indemnitee. Notwithstanding the foregoing, if a Change in Control of the Company from which recovery is sought under this Section 6.5 shall have occurred, Indemnitee shall be entitled to indemnification under this Section 6.5 from such Company regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. MISCELLANEOUS.

Indemnitee Entitled to Expenses of Judicial Proceeding. If In the event that Indemnitee seeks a judicial adjudication of or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the applicable CompanyCorporation, and such Company shall indemnify Indemnitee be indemnified by the Corporation against, any and all expenses (of the types described in the definition of Expenses in Article I hereof) actually and reasonably incurred by him Indemnitee in such judicial adjudication or arbitration but only if Indemnitee prevails therein. If it shall be determined in such said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advancement of expenses or other benefit sought, the expenses Expenses reasonably incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be equitably allocated between the applicable Company and reasonably prorated in good faith by counsel for Indemnitee. Notwithstanding the foregoing, if a Change in Control of the Company from which recovery is sought under this Section 6.5 shall have occurred, Indemnitee shall be entitled to indemnification under this Section 6.5 from such Company regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. MISCELLANEOUS, unless it is determined in such adjudication or arbitration that such indemnification is not lawful.

Indemnitee Entitled to Expenses of Judicial Proceeding. If Indemnitee seeks a judicial adjudication of or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the applicable Company, and such the Company shall indemnify Indemnitee against, any and all expenses (of the types described in the definition of Expenses in Article I hereof1) actually and reasonably incurred by him in such judicial adjudication or arbitration but only if Indemnitee prevails therein. If it shall be determined in such judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advancement of expenses or other benefit sought, the expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be equitably allocated between the applicable Company and Indemnitee. Notwithstanding the foregoing, if a Change in Control of the Company from which recovery is sought under this Section 6.5 shall have occurred, Indemnitee shall be entitled to indemnification under this Section 6.5 from such Company regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. MISCELLANEOUS.

Indemnitee Entitled to Expenses of Judicial Proceeding. If In the event that Indemnitee seeks a judicial adjudication of or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the applicable CompanyCorporation, and such Company shall indemnify Indemnitee be indemnified by the Corporation against, any and all expenses (of the types described in the definition of Expenses in Article I hereofI) actually and reasonably incurred by him in such judicial adjudication or arbitration but only if Indemnitee he prevails therein. If it shall be determined in such said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advancement of expenses or other benefit sought, the expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be equitably allocated between the applicable Company and reasonably prorated in good faith by counsel for Indemnitee. Notwithstanding the foregoing, if a Change in Control of the Company from which recovery is sought under this Section 6.5 shall have occurred, Indemnitee shall be entitled to indemnification under this Section 6.5 from such Company regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. MISCELLANEOUSARTICLE VII

Indemnitee Entitled to Expenses of Judicial Proceeding. If Indemnitee seeks a judicial adjudication of or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the applicable Company, and such the Company shall indemnify Indemnitee against, any and all expenses (of the types described in the definition of Expenses in Article I hereofI) actually and reasonably incurred by him in such judicial adjudication or arbitration but only if Indemnitee prevails therein. If it shall be determined in such judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advancement of expenses or other benefit sought, the expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be equitably allocated between the applicable Company and Indemnitee. Notwithstanding the foregoing, if a Change in of Control of the Company from which recovery is sought under this Section 6.5 shall have occurred, Indemnitee shall be entitled to indemnification under this Section 6.5 from such Company regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. MISCELLANEOUS.

Indemnitee Entitled to Expenses of Judicial Proceeding. If Indemnitee seeks a judicial adjudication of or an award in arbitration to enforce his Indemnitee's rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the applicable CompanyCorporation, and such Company the Corporation shall indemnify Indemnitee against, any and all expenses (of the types described in the definition of Expenses "Expenses" in Article I hereofI) actually and reasonably incurred by him Indemnitee in such judicial adjudication or arbitration but only if Indemnitee prevails therein. If it shall be determined in such judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advancement of expenses Expenses or other benefit sought, the expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be equitably allocated between the applicable Company Corporation and Indemnitee. Notwithstanding the foregoing, if a Change in Control of the Company from which recovery is sought under this Section 6.5 shall have occurred, Indemnitee shall be entitled to indemnification under this Section 6.5 from such Company regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. MISCELLANEOUS.

Indemnitee Entitled to Expenses of Judicial Proceeding. If Indemnitee seeks a judicial adjudication of or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the applicable Company, and such the Company shall indemnify Indemnitee against, any and all expenses (of the types described in the definition of Expenses in Article I hereof1) actually and reasonably incurred by him in such judicial adjudication or arbitration but only if Indemnitee prevails therein. If it shall be determined in such judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advancement of expenses Expenses or other benefit sought, the expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be equitably allocated between the applicable Company and Indemnitee. Notwithstanding the foregoing, if a Change in Control of the Company from which recovery is sought under this Section 6.5 shall have occurred, Indemnitee shall be entitled to indemnification under this Section 6.5 from such Company regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. MISCELLANEOUS.