Common use of Indemnity of Director Clause in Contracts

Indemnity of Director. In the event Director was or is made a party or --------------------- is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the fact that he or she is or was a director, officer, employee, agent, trustee, committee member or representative of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, agent, trustee, committee member or representative of another corporation or other entity, including, without limitation, any Subsidiary (as defined in the Certificate), partnership, joint venture, limited liability company, limited liability partnership, unincorporated organization or similar company, trust or other enterprise, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity or in any other capacity while serving as a director, officer, employee, agent, trustee, committee member or representative (an "Indemnifiable Event"), Director shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by reason of Director acting in any such capacity; provided, however, that with respect to -------- ------- Proceedings to enforce rights to indemnification, the Corporation shall indemnify Director in connection with a Proceeding (or part thereof) initiated by Director only if such Proceeding (or part thereof) is conducted as provided in Section 3 below or if such Proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

Indemnity of Director. The Corporation hereby agrees to hold harmless and indemnify the Director to the fullest extent authorized or permitted by the provisions of the State Statute, or by any amendment thereof, or any other statutory provisions authorizing or permitting such indemnification presently in existence or which may be adopted after the date hereof. In this regard, the event Corporation agrees to indemnify the Director was and to hold the Director harmless from and against any and all actual or is made a party or --------------------- is threatened to be made a party to or is otherwise involved in any actionclaims, suit or proceedinginvestigations, actions, appeals and other proceedings, whether civil, criminal, administrative or investigative otherwise (a any such claim, threat, investigation, action, appeal or other proceeding hereinafter referred to as an "ProceedingAction"), damages, judgments, penalties, fines, losses, liabilities, settlement amounts, costs and expenses (including, without limitation, reasonable legal fees, costs and disbursements) (collectively, "Losses") incurred, suffered or expended by reason or on behalf of, or threatened against, the Director with respect to any action or inaction taken in the course of (a) the Director's nomination and standing for election as a director of the fact that he or she is or was Corporation, (b) if elected a directordirector of the Corporation, officer, employee, agent, trustee, committee member or representative the Director's duties as a director of the Corporation and any of its subsidiaries, including without limitation any such Action or is Loss to which the Director may become subject under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), any state securities, takeover or was serving corporate law, or any other federal or state law or regulation or at common law, (c) the request Director's duties as an officer, employee or agent of the Corporation and any of its subsidiaries (if he serves in such capacities) and (d) the Director's duties as a director, officer, employee, agentor agent of any subsidiary of the Corporation, trustee, committee member or representative of another corporation or other entity, including, without limitation, any Subsidiary (as defined in the Certificate)corporation, partnership, joint venture, limited liability company, limited liability partnership, unincorporated organization or similar company, trust or other enterprise, including service with respect enterprise if serving in such capacities at the request of the Corporation. If th Director is entitled under any provision of this Agreement to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity or in any other capacity while serving as a director, officer, employee, agent, trustee, committee member or representative (an "Indemnifiable Event"), Director shall be indemnified and held harmless indemnification by the Corporation for some or a portion of any Losses in respect of an Action but not, however, for the total amount thereof, the Corporation will nevertheless indemnify the Director for the portion thereof to which the fullest extent authorized Director is entitled. Payment of any indemnification pursuant to this Section 1 shall be made within thirty (30) business days after request by the Delaware General Corporation LawDirector therefor. If requested by the Director, payment of indemnification for any Losses shall be made as the same exists or may hereafter be amended (but, are incurred notwithstanding that the Action in respect of which the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably Losses were incurred or suffered by reason of Director acting in any such capacity; provided, however, that with respect to -------- ------- Proceedings to enforce rights to indemnification, the Corporation shall indemnify Director in connection with a Proceeding (or part thereof) initiated by Director only if such Proceeding (or part thereof) is conducted as provided in Section 3 below or if such Proceeding (or part thereof) was authorized by the Board of Directors of the Corporationhas not been finally determined.

Indemnity of Director. In the event Director was or is made a party or --------------------- is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the fact that he or she is or was a director, officer, employee, agent, trustee, committee member or representative of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, agent, trustee, committee member or representative of another corporation or other entity, including, without limitation, any Subsidiary (as defined in the Certificate), partnership, joint venture, limited liability company, limited liability partnership, unincorporated organization or similar company, trust or other enterprise, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity or in any other capacity while serving as a director, officer, employee, agent, trustee, committee member or representative (an "Indemnifiable Event"), Director shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by reason of Director acting in any such capacity; providedPROVIDED, howeverHOWEVER, that with respect to -------- ------- Proceedings to enforce rights to indemnification, the Corporation shall indemnify Director in connection with a Proceeding (or part thereof) initiated by Director only if such Proceeding (or part thereof) is conducted as provided in Section 3 below or if such Proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

Indemnity of Director. The Corporation hereby agrees to hold harmless and indemnify the Director to the fullest extent authorized or permitted by the provisions of the State Statute, or by any amendment thereof, or any other statutory provisions authorizing or permitting such indemnification presently in existence or which may be adopted after the date hereof. In this regard, the event Corporation agrees to indemnify the Director was or is made a party or --------------------- is threatened and to be made a party to or is otherwise involved in hold the Director harmless from and against any actionand all claims, suit or proceedingthreats, investigations, actions and other proceedings, whether civil, criminal, administrative or investigative otherwise (a any such claim, threat, investigation, action or proceeding hereinafter referred to as an "ProceedingAction"), damages, judgments, penalties, fines, losses, liabilities, settlement amounts, costs and expenses (including, without limitation, reasonable legal fees, costs and disbursements) (collectively, "Losses") incurred, suffered or expended by reason or threatened against the Director with respect to any action or inaction taken in the course of (a) the Director's nomination and standing for election as a director of the fact that he Corporation, (b) if elected a director of the Corporation, the Director's duties as a director of the Corporation, including without limitation any such Action or she is Loss to which the Director may become subject under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), any state securities, takeover or was a directorcorporate law, or any other federal or state law or regulation or at common law, (c) the Director's duties as an officer, employee, agent, trustee, committee member employee or representative agent of the Corporation or is or was serving at (if he serves in such capacities) and (d) the request of the Corporation Director's duties as a director, officer, employee, agent, trustee, committee member or representative agent of another corporation or other entity, including, without limitation, any Subsidiary (as defined in the Certificate)corporation, partnership, joint venture, limited liability company, limited liability partnership, unincorporated organization or similar company, trust or other enterprise, including service with respect enterprise if serving in such capacities at the request of the Corporation. If the Director is entitled under any provision of this Agreement to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity or in any other capacity while serving as a director, officer, employee, agent, trustee, committee member or representative (an "Indemnifiable Event"), Director shall be indemnified and held harmless indemnification by the Corporation for some or a portion of any losses in respect of an Action but not, however, for all of the total amount thereof, the Corporation will nevertheless indemnify the Director for the portion thereof to which the fullest extent authorized Director is entitled. Payment of any indemnification pursuant to this Section 1 shall be made within thirty (30) business days after request by the Delaware General Corporation LawDirector therefor. If requested by the Director, payment of indemnification for any Losses shall be made as the same exists or may hereafter be amended (but, are incurred notwithstanding that the Action in respect of which the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably Losses were incurred or suffered by reason of Director acting in any such capacity; provided, however, that with respect to -------- ------- Proceedings to enforce rights to indemnification, the Corporation shall indemnify Director in connection with a Proceeding (or part thereof) initiated by Director only if such Proceeding (or part thereof) is conducted as provided in Section 3 below or if such Proceeding (or part thereof) was authorized by the Board of Directors of the Corporationhas not been finally determined.