Common use of Initial Indemnity Clause in Contracts

Initial Indemnity. (a) The Company shall indemnify the Indemnitee when the Indemnitee was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, other than an action by or in the right of the Company, by reason of the fact that the Indemnitee is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses, including attorneys' fees, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with such action, suit or 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 or its shareholders, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or its shareholders and, with respect to any criminal action or proceeding, that the Indemnitee had reasonable cause to believe that such conduct was unlawful.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee Indemnitee, if or when the Indemnitee was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedingproceeding (collectively, “Action”), whether civil, criminal, administrative or investigative and whether formal or informal, (other than an action by or in the right of the Company), by reason of the fact that the Indemnitee is or was a director, an officer, employee or agent of the Company, Company or is or was serving at the request of the Company as a trustee, director, officer, employee employee, member, manager or agent of another foreign or domestic a corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust trust, or other enterprise, whether for profit or notby reason of any action alleged to have been taken or omitted in any such capacity, against expenses(i) any and all reasonable costs, including attorneys' feescharges and expenses (including, without limitation, reasonable fees and expenses of attorneys and/or others; all such costs, charges and expenses being herein jointly referred to as “Expenses”), and (ii) any and all judgments, penaltiesfines, fines damages, liabilities, losses, penalties and excise taxes and amounts paid in settlement of any such Action (“Other Payments”), in each instance actually and reasonably incurred or paid by the Indemnitee in connection with such actionAction including any appeal of or from any judgment or decision, suit unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or proceeding if the Indemnitee acted in good faith and failure to act involved an act or omission deliberately undertaken in a manner the Indemnitee reasonably believed to be in, or not opposed to the best interests of the Company or its shareholders, andCompany. In addition, with respect to any criminal investigation, action or proceeding, the Company shall indemnify the Indemnitee against Expenses and Other Payments unless the Indemnitee is determined, by a court of competent jurisdiction to have had no reasonable cause to believe such the Indemnitee’s conduct was unlawfullawful. The termination of any action, suit or proceeding Action by judgment, order, settlement, conviction or conviction, or upon a plea of nolo contendere or its equivalent shall equivalent, will not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which satisfy the Indemnitee reasonably believed to be in or not opposed foregoing standards of conduct to the best interests of the Company or its shareholders and, with respect to any criminal action or proceeding, that the Indemnitee had reasonable cause to believe that such conduct was unlawfulextent applicable thereto.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee if or when the Indemnitee was or he is a party or is threatened to be made a party to any threatened, pending pending, or completed action, suit suit, or proceeding, whether civil, criminal, administrative administrative, or investigative and whether formal or informal, (other than an action by or in the right of the Company), by reason of the fact that the Indemnitee he is or was a director, officer, employee director or agent an officer of the Company, Company or is or was serving at the request of the Company as a director, trustee, officer, employee employee, member, manager or agent of another foreign or domestic corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust trust, or other enterprise, whether for profit or notby reason of any action alleged to have been taken or omitted in any such capacity, against expensesany and all costs, charges, expenses (including attorneys' feesfees and expenses of attorneys or others; all such costs, charges and expenses being herein jointly referred to as "Expenses"), judgments, penaltiesfines, fines and amounts paid in settlement settlement, actually and reasonably incurred by the Indemnitee in connection with such actiontherewith, suit including any appeal of or proceeding if the Indemnitee acted in good faith from any judgment or decision, unless it is proved by clear and convincing evidence in a manner court of competent jurisdiction that the Indemnitee reasonably believed Indemnitee's action or failure to be in, act involved an act or not opposed omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company or its shareholders, andCompany. In addition, with respect to any criminal action or proceeding, indemnification hereunder shall be made only if the Indemnitee had no reasonable cause to believe such his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which satisfy the Indemnitee reasonably believed to be in or not opposed foregoing standard of conduct to the best interests of the Company or its shareholders and, with respect to any criminal action or proceeding, that the Indemnitee had reasonable cause to believe that such conduct was unlawfulextent applicable thereto.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee if or when the Indemnitee was or he is a party or is threatened to be made a party to any threatened, pending or completed action, suit suit, proceeding or proceedingclaim, whether civil, criminal, administrative or investigative and whether formal or informal, (other than an action by or in the right of the Company), by reason of the fact that the Indemnitee he is or was a director, officer, employee or agent director and/or officer of the Company, Company or is or was serving at the request of the Company as a director, trustee, officer, employee employee, member, manager or agent of another foreign or domestic corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust or other enterprise, whether for profit or notby reason of any action alleged to have been taken or omitted in any such capacity, against expensesany and all costs, charges, expenses (including attorneys' feesfees and expenses of attorneys or others; all such costs, charges and expenses being herein jointly referred to as “Expenses”), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection therewith, including any appeal of or from any judgment or decision, (i) in the case of an Indemnitee that is a director of the Company, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission undertaken with such actiondeliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company and (ii) in the case of an Indemnitee that is an officer of the Company but not a director of the Company, suit or proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee which he reasonably believed to be in, in or not opposed to the best interests of the Company or its shareholders, andCompany. In addition, with respect to any criminal action or proceeding, indemnification hereunder shall be made only if the Indemnitee had no reasonable cause to believe such his conduct was unlawful. The termination of any action, suit suit, proceeding or proceeding claim by judgment, order, settlementsettlement or conviction, conviction or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which satisfy the Indemnitee reasonably believed to be in or not opposed to the best interests foregoing applicable standard of the Company or its shareholders and, with respect to any criminal action or proceeding, that the Indemnitee had reasonable cause to believe that such conduct was unlawfulconduct.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee if or when the Indemnitee was or he is a party or is threatened to be made a party to any threatened, pending pending, or completed action, suit suit, or proceeding, whether civil, criminal, administrative administrative, or investigative and whether formal or informal, (other than an action by or in the right of the Company), by reason of the fact that the Indemnitee he is or was a directorDirector, officer, employee or agent of the Company, Company or is or was serving at the request of the Company as a director, trustee, officer, employee employee, member, manager or agent of another foreign or domestic corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust trust, or other enterprise, whether for profit or notby reason of any action alleged to have been taken or omitted in any such capacity, against expensesany and all costs, charges, expenses (including attorneys' feeswithout limitation fees and expenses of attorneys and/or others; all such costs, charges and expenses being herein jointly referred to as "EXPENSES"), judgments, penaltiesfines, fines and amounts paid in settlement settlement, actually and reasonably incurred by the Indemnitee in connection with such actiontherewith, suit including any appeal of or proceeding if the Indemnitee acted in good faith from any judgment or decision, unless it is proved by clear and convincing evidence in a manner court of competent jurisdiction that the Indemnitee reasonably believed Indemnitee's action or failure to be in, act involved an act or not opposed omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company or its shareholdersCompany, and, with respect to any criminal action or proceeding, if the Indemnitee had no reasonable cause to believe such his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which satisfy the Indemnitee reasonably believed to be in or not opposed foregoing standard of conduct to the best interests of the Company or its shareholders and, with respect to any criminal action or proceeding, that the Indemnitee had reasonable cause to believe that such conduct was unlawfulextent applicable thereto.

Initial Indemnity. (a) The Company shall will indemnify the Indemnitee when the Indemnitee was or is involved in any manner (including without limitation as a party party, a deponent or a witness) or is threatened to be made a party to so involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether investigative, formal or informal, and any appeals therefrom (a "Proceeding") (other than an action a Proceeding by or in the right of the Company), by reason of the fact that the such Indemnitee is or was or had agreed to become a directordirector (including service as a member of any committee of directors), officer, employee or employee, agent and/or "controlling person" (within the meaning of applicable securities laws) of the Company, or is or was serving or had agreed to serve at the request of the Company as a directordirector (including service as a member of any committee of directors), officer, partner, member, trustee, employee or agent (each an "Authorized Capacity") of another foreign or domestic corporation, partnership, joint venture, trust or other enterpriseenterprise (each "Another Entity"), whether for profit or notby reason of any action alleged to have been taken or omitted in such capacity, against expensesany and all costs, charges and expenses (including attorneys' and others' fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by the such Indemnitee in connection with such action, suit or proceeding Proceeding if the Indemnitee acted in good faith and in a manner the that such Indemnitee reasonably believed to be in, in or not opposed to the best interests of the Company or its shareholdersCompany, and, with respect to any criminal action or proceedingProceeding, the Indemnitee had no reasonable cause to believe such Indemnitee's conduct was unlawful. The termination of any action, suit or proceeding Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall will not, of itself, adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which meet the Indemnitee reasonably believed to be in or not opposed foregoing standard of conduct to the best interests of the Company or its shareholders and, with respect to any criminal action or proceeding, that the Indemnitee had reasonable cause to believe that such conduct was unlawfulextent applicable thereto.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee if or when the Indemnitee was or he is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, (other than an action by or in the right of the Company), by reason of the fact that the Indemnitee he is or was a director, officer, employee Director or agent an officer of the Company, Company or is or was serving at the request of the Company as a director, trustee, officer, employee employee, member, manager or agent of another foreign or domestic corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust or other enterprise, whether for profit or notby reason of any action alleged to have been taken or omitted in any such capacity, against expensesany and all costs, including attorneys' feescharges, expenses (including, without limitation, fees and expenses of attorneys and/or others; all such costs, charges and expenses being herein jointly referred to as “Expenses”), judgments, penalties, fines and amounts paid in settlement settlement, actually and reasonably incurred by the Indemnitee in connection with such actiontherewith including any appeal of or from any judgment or decision, suit or proceeding if the Indemnitee acted in good faith unless it is proved by clear and convincing evidence in a manner court of competent jurisdiction that the Indemnitee reasonably believed Indemnitee’s action or failure to be in, act involved an act or not opposed omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company or its shareholders, andCompany. In addition, with respect to any criminal action or proceeding, indemnification hereunder shall be made only if the Indemnitee had no reasonable cause to believe such his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlementsettlement or conviction, conviction or upon a plea of “nolo contendere contendere” or its equivalent equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which satisfy the Indemnitee reasonably believed to be in or not opposed foregoing standard of conduct to the best interests of the Company or its shareholders and, with respect to any criminal action or proceeding, that the Indemnitee had reasonable cause to believe that such conduct was unlawfulextent applicable thereto.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee if or when the Indemnitee was or he is a party or is threatened to be made a party to any threatened, pending pending, or completed action, suit suit, or proceeding, whether civil, criminal, administrative administrative, or investigative and whether formal or informal, (other than an action by or in the right of the Company), by reason of the fact that the Indemnitee he is or was a director, officer, employee or agent an officer of the Company, Company or is or was serving at the request of the Company as a director, trustee, officer, employee employee, member, manager or agent of another foreign or domestic corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust trust, or other enterprise, whether for profit or notby reason of any action alleged to have been taken or omitted in any such capacity, against expensesany and all costs, charges, expenses (including attorneys' feesfees and expenses of attorneys or others; all such costs, charges and expenses being herein jointly referred to as "Expenses"), judgments, penaltiesfines, fines and amounts paid in settlement settlement, actually and reasonably incurred by the Indemnitee in connection with such actiontherewith, suit including any appeal of or proceeding from any judgment or decision, if the Indemnitee acted in good faith and in a manner the Indemnitee which he reasonably believed to be in, in or not opposed to the best interests of the Company or its shareholdersCompany, and, with respect to any criminal action or proceeding, he had no reasonable cause to believe such his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which satisfy the Indemnitee reasonably believed to be in or not opposed foregoing standard of conduct to the best interests of the Company or its shareholders and, with respect to any criminal action or proceeding, that the Indemnitee had reasonable cause to believe that such conduct was unlawfulextent applicable thereto.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee if or when the Indemnitee was or [he/she] is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, (other than an action by or in the right of the Company), by reason of the fact that the Indemnitee [he/she] is or was a director, officer, employee or agent an officer of the Company, Company or is or was serving at the request of the Company as a director, trustee, officer, employee employee, member, manager or agent of another foreign or domestic corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, and whether for profit or notnot the basis of such action, suit or proceeding is the Indemnitee’s alleged action in an official capacity while serving as a director, officer, employee, agent, trustee, member or manager, against expensesany and all costs, charges, expenses (including attorneys' feesfees and expenses of attorneys or others; all such costs, charges and expenses being herein jointly referred to as “Expenses”), judgments, penalties, fines and amounts paid in settlement settlement, actually and reasonably incurred by the Indemnitee in connection with such actiontherewith, suit including any appeal of or proceeding from any judgment or decision, if the Indemnitee acted in good faith and in a manner the Indemnitee which [he/she] reasonably believed to be in, in or not opposed to the best interests of the Company or its shareholdersCompany, and, with respect to any criminal action or proceeding, [he/she] had no reasonable cause to believe such [his/her] conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlementsettlement or conviction, conviction or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which satisfy the Indemnitee reasonably believed to be in or not opposed foregoing standard of conduct to the best interests of the Company or its shareholders and, with respect to any criminal action or proceeding, that the Indemnitee had reasonable cause to believe that such conduct was unlawfulextent applicable thereto.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee when the Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminaladministrative, administrative investigative or investigative and whether formal or informal, criminal (other than an action by or in the right of the Company), by reason of the fact that the Indemnitee he is or was or had agreed to become a director, officer, employee or agent director of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or notby reason of any action alleged to have been taken or omitted in such capacity, against any and all costs, charges and expenses (including attorneys’and others’fees and expenses, including attorneys' fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with such action, suit or proceeding therewith and any appeal therefrom if the Indemnitee acted in good faith and in a manner the Indemnitee he reasonably believed to be in, in or not opposed to the best interests of the Company or its shareholdersCompany, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere non contendre or its equivalent shall not, of itself, create a presumption that the Indemnitee did not act satisfy the foregoing standard of conduct to the extent applicable thereto. (b) The Company shall indemnify the Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that he is or was or had agreed to become a director of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against costs, charges and expenses (including attorneys’and others’fees and expenses) actually and reasonably incurred by him in connection with the defense or settlement thereof or any appeal therefrom if he acted in good faith and in a manner which the Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or its shareholders andmatter as to which the Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the Superior Court or the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Superior Court or such other court shall deem proper. (c) To the extent that the Indemnitee has been successful on the merits or otherwise, including without limitation the dismissal of an action without prejudice, in any action, suit or proceeding referred to in Sections 2(a) or 2(b) or in defense of any claim, issue or matter therein, he shall be indemnified against costs, charges and expenses (including attorneys’and others’fees and expenses) actually and reasonably incurred by him in connection therewith. (d) Any indemnification under Sections 2(a) or 2(b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination in accordance with respect Section 4 or any applicable provision of the Certificate, By-Laws, other agreement, resolution or otherwise. Such determination shall be made (i) by the Board of Directors of the Company (the “Board”) by a majority vote of a quorum consisting of directors who were not parties to any criminal action such action, suit or proceeding, (ii) if such a quorum of disinterested directors is not available or so directs, by independent legal counsel (designated in the manner provided below in this subsection (d)) in a written opinion or (iii) by the stockholders of the Company (the “Stockholders”). Independent legal counsel shall be designated by vote of a majority of the disinterested directors; provided, however, that if the Board is unable or fails to so designate, such designation shall be made by the Indemnitee had subject to the approval of the Company (which approval shall not be unreasonably withheld). Independent legal counsel shall not be any person or firm who, under the applicable standards professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable cause fees and expenses of such independent legal counsel and to believe that indemnify fully such conduct counsel against costs, charges and expenses (including attorneys’and others’fees and expenses) actually and reasonably incurred by such counsel in connection with this Agreement or the opinion of such counsel pursuant hereto. (e) All expenses (including attorneys’and others’fees and expenses) incurred by the Indemnitee in his capacity as a director of the Company in defending an actual or threatened civil or criminal action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding in the manner prescribed by Section 4(b). (f) The Company shall not adopt any amendment to the Certificate or By-Laws the effect of which would be to deny, diminish or encumber the Indemnitee’s rights to indemnity pursuant to the Certificate, By-Laws, the New Jersey Business Corporation Act (the “Corporation Act”) or any other applicable law as applied to any act or failure to act occurring in whole or in part prior to the date (the “Effective Date”) upon which the amendment was unlawfulapproved by the Board of the Stockholders, as the case may be. If the Company shall adopt any amendment to the Certificate or By-Laws the effect of which would be to so deny, diminish or encumber the Indemnitee’s rights to indemnity, such amendment shall apply only to acts or failures to act occurring entirely after the Effective Date thereof. 3.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee if or when the Indemnitee was or he is a party or is threatened to be made a party to any threatened, pending or completed action, suit suit, proceeding or proceedingclaim, whether civil, criminal, administrative or investigative and whether formal or informal, (other than an action by or in the right of the Company), by reason of the fact that the Indemnitee he is or was a director, officer, employee or agent director and/or officer of the Company, Company or is or was serving at the request of the Company as a director, trustee, officer, employee employee, member, manager or agent of another foreign or domestic corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust or other enterprise, whether for profit or notby reason of any action alleged to have been taken or omitted in any such capacity, against expensesany and all costs, charges, expenses (including attorneys' feesfees and expenses of attorneys or others; all such costs, charges and expenses being herein jointly referred to as “Expenses”), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection therewith, including any appeal of or from any judgment or decision, (i) in the case of an Indemnitee who is a director of the Company, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission undertaken with such actiondeliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company and (ii) in the case of an Indemnitee who is an officer of the Company but not a director of the Company, suit or proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee which he reasonably believed to be in, in or not opposed to the best interests of the Company or its shareholders, andCompany. In addition, with respect to any criminal action or proceeding, indemnification hereunder shall be made only if the Indemnitee had no reasonable cause to believe such his conduct was unlawful. The termination of any action, suit suit, proceeding or proceeding claim by judgment, order, settlementsettlement or conviction, conviction or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which satisfy the Indemnitee reasonably believed to be in or not opposed to the best interests foregoing applicable standard of the Company or its shareholders and, with respect to any criminal action or proceeding, that the Indemnitee had reasonable cause to believe that such conduct was unlawfulconduct.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee if or when the Indemnitee was or [he/she] is a party or is threatened to be made a party to any threatened, pending or completed action, suit suit, proceeding or proceedingclaim, whether civil, criminal, administrative or investigative and whether formal or informal, (other than an action by or in the right of the Company), by reason of the fact that the Indemnitee [he/she] is or was a director, officer, employee or agent director and/or officer of the Company, Company or is or was serving at the request of the Company as a director, trustee, officer, employee employee, member, manager or agent of another foreign or domestic corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust or other enterprise, whether for profit or notby reason of any action alleged to have been taken or omitted in any such capacity, against expensesany and all costs, charges, expenses (including attorneys' feesfees and expenses of attorneys or others; all such costs, charges and expenses being jointly referred to in this Agreement as “Expenses”), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection therewith, including any appeal of or from any judgment or decision, (i) in the case of an Indemnitee that is a director of the Company, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission undertaken with such actiondeliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company and (ii) in the case of an Indemnitee that is an officer of the Company but not a director of the Company, suit or proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee which [he/she] reasonably believed to be in, in or not opposed to the best interests of the Company or its shareholders, andCompany. In addition, with respect to any criminal action or proceeding, indemnification under this Agreement shall be made only if the Indemnitee had no reasonable cause to believe such [his/her] conduct was unlawful. The termination of any action, suit suit, proceeding or proceeding claim by judgment, order, settlementsettlement or conviction, conviction or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which satisfy the Indemnitee reasonably believed to be in or not opposed to the best interests foregoing applicable standard of the Company or its shareholders and, with respect to any criminal action or proceeding, that the Indemnitee had reasonable cause to believe that such conduct was unlawfulconduct.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee if or when the Indemnitee was or [he/she] is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, (other than an action by or in the right of the Company), by reason of the fact that the Indemnitee [he/she] is or was a director, officer, employee or agent Director of the Company, Company or is or was serving at the request of the Company as a director, trustee, officer, employee employee, member, manager or agent of another foreign or domestic corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, and whether for profit or notnot the basis of such action, suit or proceeding is the Indemnitee’s alleged action in an official capacity while serving as a director, officer, employee, agent, trustee, member or manager, against expensesany and all costs, charges, expenses (including attorneys' feesfees and expenses of attorneys or others; all such costs, charges and expenses being herein jointly referred to as “Expenses”), judgments, penalties, fines and amounts paid in settlement settlement, actually and reasonably incurred by the Indemnitee in connection with such actiontherewith, suit including any appeal of or proceeding if the Indemnitee acted in good faith from any judgment or decision, unless it is proved by clear and convincing evidence in a manner court of competent jurisdiction that the Indemnitee reasonably believed Indemnitee’s action or failure to be in, act involved an act or not opposed omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company or its shareholders, andCompany. In addition, with respect to any criminal action or proceeding, indemnification hereunder shall be made only if the Indemnitee had no reasonable cause to believe such [his/her] conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which satisfy the Indemnitee reasonably believed to be in or not opposed foregoing standard of conduct to the best interests of the Company or its shareholders and, with respect to any criminal action or proceeding, that the Indemnitee had reasonable cause to believe that such conduct was unlawfulextent applicable thereto.

Initial Indemnity. (a) The Company shall will indemnify the Indemnitee when the Indemnitee he or she was or is involved in any manner (including without limitation as a party party, a deponent or a witness) or is threatened to be made a party to so involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether investigative, formal or informal, and any appeals therefrom (a "Proceeding") (other than an action a Proceeding by or in the right of the Company), by reason of the fact that the Indemnitee he or she is or was or had agreed to become a directordirector (including service as a member of any committee of directors), officer, employee or agent of the Company, or is or was serving or had agreed to serve at the request of the Company as a directordirector (including service as a member of any committee of directors), officer, partner, member, trustee, employee or agent (each an "Authorized Capacity") of another foreign or domestic corporation, partnership, joint venture, trust or other enterpriseenterprise (each "Another Entity"), whether for profit or notby reason of any action alleged to have been taken or omitted in such capacity, against expensesany and all costs, charges and expenses (including attorneys' and others' fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee him or her in connection with such action, suit or proceeding Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee that he or she reasonably believed to be in, in or not opposed to the best interests of the Company or its shareholdersCompany, and, with respect to any criminal action or proceedingProceeding, the Indemnitee had no reasonable cause to believe such his or her conduct was unlawful. The termination of any action, suit or proceeding Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall will not, of itself, adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which meet the Indemnitee reasonably believed to be in or not opposed foregoing standard of conduct to the best interests of the Company or its shareholders and, with respect to any criminal action or proceeding, that the Indemnitee had reasonable cause to believe that such conduct was unlawfulextent applicable thereto.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee if or when the Indemnitee was or he is a party or is threatened to be made a party to any threatened, pending pending, or completed action, suit suit, or proceeding, whether civil, criminal, administrative administrative, or investigative and whether formal or informal, (other than an action by or in the right of the Company), by reason of the fact that the Indemnitee he is or was a director, officer, employee or agent of the Company, Company or is or was serving at the request of the Company as a director, trustee, officer, employee employee, member, manager or agent of another foreign or domestic corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, and whether for profit or notnot the basis of such action, suit or proceeding is the Indemnitee's alleged action in an official capacity while serving as a director, officer, employee, agent, trustee, member or manager, against expensesany and all costs, charges, expenses (including attorneys' feesfees and expenses of attorneys or others; all such costs, charges and expenses being herein jointly referred to as "Expenses"), judgments, penaltiesfines, fines and amounts paid in settlement settlement, actually and reasonably incurred by the Indemnitee in connection with such actiontherewith, suit including any appeal of or proceeding if the Indemnitee acted in good faith from any judgment or decision, unless it is proved by clear and convincing evidence in a manner court of competent jurisdiction that the Indemnitee reasonably believed Indemnitee's action or failure to be in, act involved an act or not opposed omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company or its shareholders, andCompany. In addition, with respect to any criminal action or proceeding, indemnification hereunder shall be made only if the Indemnitee had no reasonable cause to believe such his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which satisfy the Indemnitee reasonably believed to be in or not opposed foregoing standard of conduct to the best interests of the Company or its shareholders and, with respect to any criminal action or proceeding, that the Indemnitee had reasonable cause to believe that such conduct was unlawfulextent applicable thereto.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee when the Indemnitee was becomes involved in any manner (including as a party, a deponent or is a party witness) or is threatened to be made a party to so involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether investigative, formal or informal, and any appeals therefrom (a "Proceeding") (other than an action a Proceeding by or in the right of the Company), by reason of the fact that the Indemnitee he is or was or had agreed to become a directordirector (including service as a member of one or more Committees), officer, employee or agent of the Company, or is or was serving or had agreed to serve at the request of the Company as a directordirector (including service as a member of one or more Committees), officer, partner, member, trustee, employee or agent (each an "Authorized Capacity") of another foreign or domestic corporation, partnership, joint venture, trust or other enterpriseenterprise (each "Another Entity"), whether for profit or notby reason of any action alleged to have been taken or omitted in such capacity (including as a member of one or more Committees), against expensesany and all costs, charges and expenses (including attorneys' and others' fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee him or her in connection with such action, suit or proceeding Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee that he reasonably believed to be in, in or not opposed to the best interests of the Company or its shareholdersCompany, and, with respect to any criminal action or proceedingProceeding, the Indemnitee had no reasonable cause to believe such his conduct was unlawful. The termination of any action, suit or proceeding Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall will not, of itself, adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which meet the Indemnitee reasonably believed to be in or not opposed foregoing standard of conduct to the best interests of the Company or its shareholders and, with respect to any criminal action or proceeding, that the Indemnitee had reasonable cause to believe that such conduct was unlawfulextent applicable thereto.

Initial Indemnity. (a) The Company shall will indemnify the Indemnitee when the Indemnitee ----------------- he or she was or is involved in any manner (including without limitation as a party party, a deponent or a witness) or is threatened to be made a party to so involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether investigative, formal or informal, and any appeals therefrom (a "Proceeding") (other than an action a Proceeding by or in the right of the Company), by reason of the fact that the Indemnitee he or she is or was or had agreed to become a director, officer, employee or agent of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, partner, member, trustee, employee or agent (each an "Authorized Capacity") of another foreign or domestic corporation, partnership, joint venture, trust or other enterpriseenterprise (each "Another Entity"), whether for profit or notby reason of any action alleged to have been taken or omitted in such capacity, against expensesany and all costs, charges and expenses (including attorneys' and others' fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee him or her in connection with such action, suit or proceeding Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee that he or she reasonably believed to be in, in or not opposed to the best interests of the Company or its shareholdersCompany, and, with respect to any criminal action or proceedingProceeding, the Indemnitee had no reasonable cause to believe such his or her conduct was unlawful. The termination of any action, suit or proceeding Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall will not, of itself, adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which meet the Indemnitee reasonably believed to be in or not opposed foregoing standard of conduct to the best interests of the Company or its shareholders and, with respect to any criminal action or proceeding, that the Indemnitee had reasonable cause to believe that such conduct was unlawfulextent applicable thereto.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee to the greatest extent permitted by Ohio law, including but not limited to the provisions of the Ohio Revised Code (“ORC”) and the Regulations as such may be amended from time to time, if or when the Indemnitee was he or she is a party or is threatened to be made a party to any threatened, pending pending, or completed action, suit or proceeding, whether civil, criminal, administrative administrative, or investigative and whether formal or informal, (other than an action by or in the right of the Company), by reason of the fact that the Indemnitee he or she is or was a director, officer, employee or agent of the Company, Company or is or was serving at the request of the Company as a director, trustee, officer, employee employee, member, manager or agent of another foreign corporation (domestic or domestic corporationforeign, non-profit or for profit), limited liability company, partnership, joint venture, trust trust, or other enterprise, whether for profit or notby reason of any action alleged to have been taken or omitted in any such capacity, against expensesany and all costs, including attorneys' feescharges, expenses (including, without limitation, fees and expenses of attorneys and/or others; all such costs, charges and expenses being herein jointly referred to as “Expenses”), judgments, penalties, fines and amounts paid in settlement settlement, actually and reasonably incurred by the Indemnitee in connection with such actiontherewith including any appeal of or from any judgment or decision, suit or proceeding if the Indemnitee acted in good faith unless it is proved by clear and convincing evidence in a manner court of competent jurisdiction that the Indemnitee reasonably believed Indemnitee’s action or failure to be in, act involved an act or not opposed omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company or its shareholders, andCompany. In addition, with respect to any criminal action or proceeding, indemnification hereunder shall be made only if the Indemnitee had no reasonable cause to believe such his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which satisfy the Indemnitee reasonably believed to be in or not opposed foregoing standard of conduct to the best interests of the Company or its shareholders and, with respect to any criminal action or proceeding, that the Indemnitee had reasonable cause to believe that such conduct was unlawfulextent applicable thereto.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee when the Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, (other than an action by or in the right of the Company, ) by reason of the fact that the Indemnitee he is or was or had agreed to become a director, officer, employee or agent of the Company, or is or was serving or had agreed to serve at the request of the Company as a director, officer, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or notby reason of any actual or alleged act or failure to act in such capacity, against expensesany and all costs, charges and expenses (including attorneys' feesand others' fees and expenses), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with such action, suit or proceeding (and any appeal therefrom) if the Indemnitee acted in good faith and in a manner the Indemnitee he reasonably believed to be in, in or not opposed to the best interests of the Company or its shareholdersCompany, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere contendre or its equivalent shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee he reasonably believed to be in or not opposed to the best interests of the Company or its shareholders Company, and, with respect to any criminal action or proceeding, that the Indemnitee had reasonable cause to believe that such his conduct was unlawful.

Initial Indemnity. (a) The Company shall indemnify the Indemnitee if or when the Indemnitee was or [he/she] is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, (other than an action by or in the right of the Company), by reason of the fact that the Indemnitee [he/she] is or was a directorDirector, officer, employee or agent of the Company, Company or is or was serving at the request of the Company as a director, trustee, officer, employee employee, member, manager or agent of another foreign or domestic corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in any such capacity, and whether for profit or notnot the basis of such action, suit or proceeding is the Indemnitee’s alleged action in an official capacity while serving as a director, officer, employee, agent, trustee, member or manager, against expensesany and all costs, charges, expenses (including attorneys' feesfees and expenses of attorneys or others; all such costs, charges and expenses being herein jointly referred to as “Expenses”), judgments, penalties, fines and amounts paid in settlement settlement, actually and reasonably incurred by the Indemnitee in connection with such actiontherewith, suit including any appeal of or proceeding if the Indemnitee acted in good faith from any judgment or decision, unless it is proved by clear and convincing evidence in a manner court of competent jurisdiction that the Indemnitee reasonably believed Indemnitee’s action or failure to be in, act involved an act or not opposed omission undertaken with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company or its shareholders, andCompany. In addition, with respect to any criminal action or proceeding, indemnification hereunder shall be made only if the Indemnitee had no reasonable cause to believe such [his/her] conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or conviction, or upon a plea of nolo contendere or its equivalent equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which satisfy the Indemnitee reasonably believed to be in or not opposed foregoing standard of conduct to the best interests of the Company or its shareholders and, with respect to any criminal action or proceeding, that the Indemnitee had reasonable cause to believe that such conduct was unlawfulextent applicable thereto.