Common use of Indemnity of Indemnitee Clause in Contracts

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by the DGCL, as such may be amended from time to time. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to indemnify Indemnitee to any greater extent than may be required by the DGCL, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his Corporate Status (as hereinafter defined), the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and, subject to Section 6(h), amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful.

Indemnity of Indemnitee. The Company In connection with any Proceeding (as hereinafter defined), the Companies hereby agrees agree to hold harmless harmless, exonerate and indemnify indemnify, and advance Expenses (as hereinafter defined) to, Indemnitee to the fullest extent permitted by the DGCL, as such may be amended from time to time. Notwithstanding anything provided in this Agreement to the contrary, the Company shall not be obligated to indemnify Indemnitee to any greater fullest extent than may be required authorized or permitted by the DGCLapplicable law, as such may be amended from time to time. In furtherance of the foregoing indemnificationforegoing, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the CompanyCompanies. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his Corporate Status (as hereinafter defined), the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Companyeither Company or any Subsidiary. Pursuant to this Section 1(a), Indemnitee shall be exonerated, held harmless and indemnified against all Expenses and Losses (as hereinafter defined), judgments, penalties, fines and, subject to Section 6(h), amounts paid in settlement actually and reasonably paid, incurred or suffered by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompanies, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful.

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by the DGCL, as such may be amended from time to time. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to indemnify Indemnitee to any greater extent than may be required by the DGCLlaw, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his Corporate Status (as hereinafter defined)Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined)Expenses, judgments, penalties, fines and, subject to Section 6(h), and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein; provided, however no indemnification against such Expenses shall be made if the liability was incurred because Indemnitee acted in good faith and in breached or failed to perform a manner the Indemnitee reasonably believed to be in or not opposed duty he owes to the best interests Company and the breach or failure to perform constitutes any of the Companyfollowing: (i) a willful failure to deal fairly with the Company or its stockholders in connection with a matter in which Indemnitee has a material conflict of interest; (ii) a violation of criminal law, and with respect unless Indemnitee had reasonable cause to any criminal Proceeding, had believe his conduct was lawful or no reasonable cause to believe the Indemnitee’s his conduct was unlawful; (iii) a transaction from which Indemnitee derived an improper personal profit; or (iv) willful misconduct.

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent authorized or permitted by the DGCLprovisions of the Delaware Law, as such may be amended from time to time. Notwithstanding anything , and Article VII of the Certificate of Incorporation and Sections 6.1 and 6.2 of the Bylaws, as such Certificate of Incorporation and Bylaws are in this Agreement to effect on the contrary, the Company shall not be obligated to indemnify Indemnitee to any greater extent than may be required by the DGCL, date hereof and as such may be amended from time to timetime to enhance the rights of Indemnitee. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a1(a) if, by reason of his Indemnitee’s Corporate Status (as hereinafter defined), the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and, subject to Section 6(h), and amounts paid in settlement actually and reasonably incurred by himIndemnitee, or on his Indemnitee’s behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful.

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest full and maximum extent authorized or permitted by the DGCL, as such may be amended from time to time. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to indemnify Indemnitee to any greater extent than may be required by the DGCL, as such may be amended from time to timeLaw. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his or her Corporate Status (as hereinafter defined), the Indemnitee he or she is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and, subject to Section 6(h), and amounts paid in settlement actually and reasonably incurred by himhim or her, or on his or her behalf, in connection with such Proceeding or any claim, issue or matter therein, provided that the acts or omissions from which the liability arise was not caused by intentional misconduct or gross negligence, breach of Indemnitee’s duty of loyalty towards the Company or otherwise not permissible under Norwegian law, hereunder the Public Limited Companies Act dated 13 June 1997 no. 45 and non-statutory company law; provided, however, if the applicable Law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed shall have been adjudged to be in or not opposed liable to the best interests of Company unless and to the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe extent that the Indemnitee’s conduct was unlawfulOslo District Court (Norwegian: Oslo tingrett) shall determine that such indemnification may be made.

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by the DGCLlaw, as such may be amended from time to time. Notwithstanding anything time in accordance with the terms of this Agreement to the contrary, the Company shall not be obligated to indemnify Indemnitee to any greater extent than may be required by the DGCL, as such may be amended from time to timeAgreement. In furtherance of the foregoing this indemnification, and without limiting the generality thereofof such indemnification: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall will be entitled to the rights of indemnification provided in this Section l(a1(a) if, by reason of his or her Corporate Status (as hereinafter defined)Status, the Indemnitee iswas, or is was threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall will be indemnified against all Expenses (as hereinafter defined)Expenses, judgments, penalties, fines andfines, subject to Section 6(h), and amounts paid in settlement actually and reasonably incurred by himhim or her, or on his or her behalf, in connection with such Proceeding or any claim, issue issue, or matter therein, matter. This indemnification is provided if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful.

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by the DGCL, as such may be amended from time to time. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to indemnify Indemnitee to any greater extent than may be required by the DGCLlaw, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a1(a) if, by reason of his Indemnitee’s Corporate Status (as hereinafter defined), the Indemnitee has been, is, or is threatened to be made, a party to or participant in in, or otherwise becomes involved in, any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and, subject to Section 6(h), and amounts paid in settlement actually and reasonably incurred by himIndemnitee, or on his Indemnitee’s behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful.

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest full extent authorized or permitted by the provisions of the DGCL, as such may be amended from time to time. Notwithstanding anything in this Agreement to , and Section 6.10 of the contrary, the Company shall not be obligated to indemnify Indemnitee to any greater extent than may be required by the DGCLBylaws, as such may be amended from time amended; provided that the parties hereto acknowledge that it is their intent that Indemnitee shall enjoy the greater of (i) the advancement and indemnification rights permitted under the certificate of incorporation of the Company and the Bylaws for directors and officers as of the date hereof or (ii) the benefits so afforded by such amendments to timethe DGCL or the Bylaws, as the case may be. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a1(a) if, by reason of his Corporate Status (as hereinafter defined), the Indemnitee he is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and, subject to Section 6(h), and amounts paid in settlement actually and reasonably incurred by him, him or on his behalf, behalf in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee he acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the CompanyCompany and, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s his conduct was unlawful.

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest full extent authorized or permitted by the DGCLprovisions of the Law, as such may be amended from time to time. Notwithstanding anything in this Agreement to , and Article VI of the contrary, the Company shall not be obligated to indemnify Indemnitee to any greater extent than may be required by the DGCLBylaws, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the CompanyPROCEEDINGS OTHER THAN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. Indemnitee shall be entitled to the rights of indemnification provided in this this Section l(a1(a) if, by reason of his Corporate Status (as hereinafter defined), the Indemnitee he is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and, subject to Section 6(h), and amounts paid in settlement actually and reasonably incurred by him, him or on his behalf, behalf in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee he acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the CompanyCompany and, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s his conduct was unlawful.

Indemnity of Indemnitee. The Company hereby agrees to Companies shall, jointly and severally, indemnify and hold harmless and indemnify Indemnitee to the fullest extent permitted by the DGCL, as such may be amended from time to time. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to indemnify Indemnitee to any greater extent than may be required by the DGCL, as such may be amended from time to timeDGCL and/or DLLCA. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the any Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) 0 if, by reason of his Corporate Covered Status (as hereinafter defined), the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the any Company. Pursuant to this Section 1(a)0, Indemnitee shall be indemnified indemnified, jointly and severally, by the Companies against all Expenses (as hereinafter defined), judgments, penalties, fines andfines, subject to Section 6(h), and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the CompanyCompanies, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful.

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by the DGCLlaw, as such may be amended from time to time. Notwithstanding anything time in accordance with the terms of this Agreement to the contrary, the Company shall not be obligated to indemnify Indemnitee to any greater extent than may be required by the DGCL, as such may be amended from time to timeAgreement. In furtherance of the foregoing this indemnification, and without limiting the generality thereofof such indemnification: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall will be entitled to the rights of indemnification provided in this Section l(a1(a) if, by reason of his or her Corporate Status (as hereinafter defined)Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall will be indemnified against all Expenses (as hereinafter defined)Expenses, judgments, penalties, fines andfines, subject to Section 6(h), and amounts paid in settlement actually and reasonably incurred by himhim or her, or on his or her behalf, in connection with such Proceeding or any claim, issue issue, or matter therein, matter. This indemnification is provided if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful.

Indemnity of Indemnitee. The Subject to the terms and conditions hereof, the Company hereby agrees to hold harmless and indemnify Indemnitee and all of Indemnitee’s Affiliated Persons (collectively, the “Indemnified Persons”) to the fullest full extent authorized or permitted by the DGCLprovisions of the OBCA, as such may be amended from time to time. Notwithstanding anything in this Agreement to , and the contrary, articles and by-laws of the Company shall not be obligated to indemnify Indemnitee to any greater extent than may be required by (the DGCL“Constating Documents”), as such may be amended from time to timeamended. In furtherance of the foregoing indemnification, and without limiting the generality thereof:: Table of Contents (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee Indemnified Persons shall be entitled to the rights of indemnification provided in this Section l(a2(a) if, by reason of his Indemnitee’s Corporate Status (as hereinafter defined)Status, the Indemnitee was or is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company). Pursuant to this Section 1(a2(a), Indemnitee Indemnified Persons shall be indemnified against all Expenses (as hereinafter defined)Expenses, judgments, penalties, fines and, subject to Section 6(h), and amounts paid in settlement (provided that the Company consents in writing to such settlement, such consent not to be unreasonably withheld or delayed), actually and reasonably incurred by him, him or on his behalf, behalf in connection with such Proceeding Proceeding, or any claim, issue or matter therein, if the Indemnitee acted honestly and in good faith and in with a manner the Indemnitee reasonably believed to be in or not opposed view to the best interests of the CompanyCompany and, and with respect to any criminal Proceeding, had no reasonable cause to believe grounds for believing that the Indemnitee’s conduct was unlawfullawful.

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest full extent authorized or permitted by the DGCLprovisions of the Law, as such may be amended from time to time. Notwithstanding anything in this Agreement to , and Article VII, Section 6 of the contrary, the Company shall not be obligated to indemnify Indemnitee to any greater extent than may be required by the DGCLBylaws, as such may be amended from time to timeamended. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the CompanyPROCEEDINGS OTHER THAN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a1(a) if, by reason of his Corporate Status (as hereinafter defined), the Indemnitee he is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and, subject to Section 6(h), and amounts paid in settlement actually and reasonably incurred by him, him or on his behalf, behalf in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee he acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the CompanyCompany and, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s his conduct was unlawful.

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by the DGCL, as such may be amended from time to time. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to indemnify Indemnitee to any greater extent than may be required by the DGCLlaw, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the CompanyCompany or Holdings. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his Corporate Status (as hereinafter defined)Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the CompanyCompany or Holdings, applicable. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined)Expenses, judgments, penalties, fines and, subject to Section 6(h), and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein; provided, however no indemnification against such Expenses shall be made if the liability was incurred because Indemnitee acted in good faith and in breached or failed to perform a manner the Indemnitee reasonably believed to be in or not opposed duty he owes to the best interests Company or Holdings, as applicable, and the breach or failure to perform constitutes any of the following: (i) a willful failure to deal fairly with the Company, and Holdings or their shareholders in connection with respect a matter in which Indemnitee has a material conflict of interest; (ii) a violation of criminal law, unless Indemnitee had reasonable cause to any criminal Proceeding, had believe his conduct was lawful or no reasonable cause to believe the Indemnitee’s his conduct was unlawful; (iii) a transaction from which Indemnitee derived an improper personal profit; or (iv) willful misconduct.

Indemnity of Indemnitee. The Subject to the provisions of Section 9, the Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by the DGCLlaw, as such may be amended from time to time. Notwithstanding anything in this Agreement , if Indemnitee was or is, or is threatened to the contrarybe made, the Company shall not be obligated to indemnify Indemnitee to a party to, or otherwise becomes involved in, any greater extent than may be required Proceeding (as hereinafter defined) by the DGCL, reason of Indemnitee’s Corporate Status (as such may be amended from time to timehereinafter defined). In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than other than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a1(a) if, by reason of his Indemnitee’s Corporate Status (as hereinafter defined)Status, the Indemnitee is, or is threatened to be made, a party to or participant in in, or otherwise becomes involved in, any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined)Expenses, judgments, penalties, fines and, subject to Section 6(h), and amounts paid in settlement actually and reasonably incurred by himIndemnitee, or on his Indemnitee’s behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe the IndemniteeXxxxxxxxxx’s conduct was unlawful.

Indemnity of Indemnitee. The Subject to the provisions of Section 9, the Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by the DGCLlaw, as such may be amended from time to time. Notwithstanding anything in this Agreement , if Indemnitee was or is, or is threatened to the contrarybe made, the Company shall not be obligated to indemnify Indemnitee to a party to, or otherwise becomes involved in, any greater extent than may be required Proceeding (as hereinafter defined) by the DGCL, reason of Indemnitee’s Corporate Status (as such may be amended from time to timehereinafter defined). In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than other than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his Indemnitee’s Corporate Status (as hereinafter defined)Status, the Indemnitee is, or is threatened to be made, a party to or participant in in, or otherwise becomes involved in, any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined)Expenses, judgments, penalties, fines and, subject to Section 6(h), and amounts paid in settlement actually and reasonably incurred by himIndemnitee, or on his Indemnitee’s behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe the IndemniteeXxxxxxxxxx’s conduct was unlawful.

Indemnity of Indemnitee. The Subject to the provisions of Section 9, the Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by the DGCLlaw, as such may be amended from time to time. Notwithstanding anything in this Agreement , if Indemnitee was or is, or is threatened to the contrarybe made, the Company shall not be obligated to indemnify Indemnitee to a party to, or otherwise becomes involved in, any greater extent than may be required Proceeding by the DGCL, as such may be amended from time to timereason of Indemnitee’s Corporate Status. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than other than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his or her Corporate Status (as hereinafter defined)Status, the Indemnitee is, or is threatened to be made, a party to or participant participant, or otherwise becomes involved in, in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined)Expenses, judgments, penalties, fines and, subject to Section 6(h), and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful.

Indemnity of Indemnitee. The Subject to the terms and conditions of this Agreement, the Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest full extent authorized or permitted by the DGCLprovisions of the Delaware General Corporation Law, as such may be amended from time to time. Notwithstanding anything in this Agreement to (the contrary, the Company shall not be obligated to indemnify Indemnitee to any greater extent than may be required by the DGCL"Law"), as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his Corporate Status (as hereinafter defined), the Indemnitee he is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(al(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and, subject to Section 6(h), and amounts paid in settlement actually and reasonably incurred by him, him or on his behalf, behalf in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee he acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the CompanyCompany and, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s his conduct was unlawful.

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by the DGCL, as such may be amended from time to time. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to indemnify Indemnitee to any greater extent than may be required by the DGCLlaw, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a1(a) if, by reason of his Indemnitee’s Corporate Status (as hereinafter defined)Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined)Expenses, judgments, penalties, fines and, subject to Section 6(h), and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, penalties, fines and amounts paid in settlement) actually and reasonably incurred by himIndemnitee, or on his Indemnitee’s behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful.

Indemnity of Indemnitee. The Company hereby agrees to to, in connection with the Indemnitee’s Corporate Status (as hereinafter defined), hold harmless and indemnify Indemnitee to the fullest extent permitted by the DGCLlaws of the State of Delaware in effect on the date hereof, or as such laws may be amended from time to time. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to indemnify Indemnitee to any greater extent than may be required by the DGCL, as such may time hereafter be amended from time to timeincrease the scope of such permitted indemnification. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a2(a) if, by reason of his or her Corporate Status (as hereinafter defined)Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a2(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and, subject and amounts paid or required to Section 6(h), amounts be paid in settlement actually and reasonably incurred by himhim or her, or on his or her behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful.

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by the DGCL, as such may be amended from time to time. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to indemnify Indemnitee to any greater extent than may be required by the DGCLlaw, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the CompanyCompany or Holdings. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his Corporate Status (as hereinafter defined)Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the CompanyCompany or Holdings, applicable. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined)Expenses, judgments, penalties, fines and, subject to Section 6(h), and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein; provided, however no indemnification against such Expenses shall be made if the liability was incurred because Indemnitee acted in good faith and in breached or failed to perform a manner the Indemnitee reasonably believed to be in or not opposed duty he owes to the best interests Company or Holdings, as applicable, and the breach or failure to perform constitutes any of the following: (i) a willful failure to deal fairly with the Company, and Holdings or their shareholders in connection with respect a matter in which Indemnitee has a material conflict of interest; (ii) a violation of criminal law, unless Indemnitee had reasonable cause to any criminal Proceeding, had believe his conduct was lawful or no reasonable cause to believe the Indemnitee’s his conduct was unlawful; (iii) a transaction from which Indemnitee derived an improper personal profit; or (iv) willful misconduct.

Indemnity of Indemnitee. The Subject to Section 9 of this Agreement, the Company hereby agrees to shall defend, hold harmless harmless, and indemnify Indemnitee to the fullest extent permitted by the DGCLlaws of the State of Delaware, as such may be amended from time to time. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to indemnify Indemnitee to any greater extent than may be required by the DGCL, as such may be amended from time to timeincrease the scope of indemnification permitted under the laws of the State of Delaware. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall will be entitled to the rights of indemnification provided in this Section l(a1(a) if, by reason of his Indemnitee’s Corporate Status (as hereinafter defined)Status, the Indemnitee is, or is threatened to be made, a party to or participant is otherwise involved or threatened to be involved (including involvement, without limitation, as a witness) in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), the Company will defend, hold harmless and indemnify Indemnitee shall be indemnified against all Expenses (as hereinafter defined)Expenses, judgments, penalties, fines andfines, subject to Section 6(h), and amounts paid in settlement actually and reasonably incurred by himIndemnitee, or on his Indemnitee’s behalf, in connection with such Proceeding or any claim, issue issue, or matter thereinin any such Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful.

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by the DGCL, as such may be amended from time to time. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to indemnify Indemnitee to any greater extent than may be required by the DGCLapplicable law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his such person’s Corporate Status (as hereinafter defined), the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, liabilities, penalties, fines and, subject to Section 6(h), and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, liabilities, penalties, fines and amounts paid in settlement) actually and reasonably incurred by himsuch person, or on his such person’s behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful.

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest full extent authorized or permitted by the DGCLprovisions of the Law, as such may be amended from time to time. Notwithstanding anything in this Agreement to , and Article VII, Section 6 of the contrary, the Company shall not be obligated to indemnify Indemnitee to any greater extent than may be required by the DGCLBylaws, as such may be amended from time to timeamended. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the CompanyPROCEEDINGS OTHER THAN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his Corporate Status (as hereinafter defined), the Indemnitee he is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and, subject to Section 6(h), and amounts paid in settlement actually and reasonably incurred by him, him or on his behalf, behalf in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee he acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the CompanyCompany and, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s his conduct was unlawful.

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by Delaware law as the DGCLsame exists or may hereafter be amended, as but, in the case of any such may be amended from time to time. Notwithstanding anything in this Agreement amendment, only to the contrary, extent that such amendment permits the Company shall not be obligated to indemnify Indemnitee to any greater extent provide broader indemnification rights than may be required by the DGCL, as such may be amended from time to timepermitted prior thereto. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a1(a) if, by reason of his Indemnitee's Corporate Status (as hereinafter defined), the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Liabilities and Expenses (each as hereinafter defined), judgments, penalties, fines and, subject to Section 6(h), amounts paid in settlement ) actually and reasonably incurred by him, or on his behalfbehalf of Indemnitee, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s 's conduct was unlawful.

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest full extent authorized or permitted by the DGCLprovisions of the Law, as such may be amended from time to time. Notwithstanding anything in this Agreement to , and Article VI of the contrary, the Company shall not be obligated to indemnify Indemnitee to any greater extent than may be required by the DGCLBylaws, as such may be amended from time to timeamended. In furtherance of the foregoing indemnification, and without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the CompanyPROCEEDINGS OTHER THAN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his Corporate Status (as hereinafter defined), the Indemnitee he is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and, subject to Section 6(h), and amounts paid in settlement actually and reasonably incurred by him, him or on his behalf, behalf in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee he acted in good faith and in a manner the Indemnitee he reasonably believed to be in or not opposed to the best interests of the CompanyCompany and, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s his conduct was unlawful.