Common use of MANDATORY INDEMNIFICATION IN ACTIONS OR SUITS BY OR IN THE RIGHT OF THE COMPANY Clause in Contracts

MANDATORY INDEMNIFICATION IN ACTIONS OR SUITS BY OR IN THE RIGHT OF THE COMPANY. Subject to Section 4 hereof, the Company shall indemnify and hold harmless the Indemnitee from and against any and all expenses (including attorneys' fees) and amounts paid in settlement actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor and to which the Indemnitee was or is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an officer, director, shareholder, employee or agent of the Company, or is or was serving at the request of the Company as an officer, director, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of anything done or not done by the Indemnitee in such capacity or capacities, provided that (i) the Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, (ii) indemnification for amounts paid in settlement shall not exceed the estimated expense of litigating the proceeding to conclusion, and (iii) no indemnification shall be made in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable for misconduct in the performance of his duty to the Company unless and only to the extent that the court in which such action or suit was brought (or any other court of competent jurisdiction) 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 such court shall deem proper.

MANDATORY INDEMNIFICATION IN ACTIONS OR SUITS BY OR IN THE RIGHT OF THE COMPANY. Subject to Section 4 hereof5 hereof and to the extent and except as otherwise provided hereunder, the Company shall indemnify and hold harmless the Indemnitee Executive from and against any and all reasonable expenses (including including, without limitation, attorneys' and paralegals' fees) and and/or amounts paid in settlement actually and reasonably incurred by him the Executive in connection with the investigation, defense, settlement or appeal of any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor and to which the Indemnitee Executive was or is a party or is threatened to be made a party by reason of the fact that the Indemnitee Executive is or was an a director, officer, director, shareholderstockholder, employee or agent of the Company, or is or was serving at the request of the Company as an a director, officer, director, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of anything done or not done by the Indemnitee Executive in such capacity or capacities, provided that (i) the Indemnitee Executive acted in good faith and in a manner he the Executive reasonably believed to be in or not opposed to the best interests of the Company, Company (ii) indemnification for amounts paid in settlement shall not exceed the estimated expense of litigating the proceeding to conclusion, and (iii) no indemnification shall be made in respect of any claim, issue or matter as to which the Indemnitee Executive shall have been adjudged to be liable for misconduct in the performance of his duty to the Company unless and only to the extent that the court in which such action action, suit or suit proceeding was brought (or any other court of competent jurisdiction) shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee Executive is fairly and reasonably entitled to indemnity for such expenses which such the court shall deem proper, and (iv) no indemnification shall be made in respect of any claim, issue or matter in which the Executive shall have been adjudged to be liable for any willful or negligent payment of unlawful dividends or unlawful stock repurchases or redemptions in violation of Section 174 of the General Corporation Law of the State of Delaware or for any transaction in which the Executive derived a personal benefit. Notwithstanding the foregoing, the Company shall only indemnify the Executive for amounts paid in settlement, if such settlement was consented to by the Company, which consent shall not be unreasonably withheld.

MANDATORY INDEMNIFICATION IN ACTIONS OR SUITS BY OR IN THE RIGHT OF THE COMPANY. Subject to Section 4 hereof, the Company shall indemnify and hold harmless the Indemnitee from and against any and all expenses (including attorneys' fees) and amounts paid in settlement actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor and to which the Indemnitee was or is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an officer, director, shareholderstockholder, employee or agent of the Company, or is or was serving at the request of the Company as an officer, director, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of anything done or not done by the Indemnitee in such capacity or capacities, provided that (i) the Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, (ii) indemnification for amounts paid in settlement shall not exceed the estimated expense of litigating the proceeding to conclusion, and (iii) no indemnification shall be made in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable for misconduct in the performance of his duty to the Company unless and only to the extent that the court in which such action or suit was brought (or any other court of competent jurisdiction) 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 such court shall deem proper.

MANDATORY INDEMNIFICATION IN ACTIONS OR SUITS BY OR IN THE RIGHT OF THE COMPANY. Subject to Section 4 hereofhereof and to the extent and except as otherwise provided hereunder, the Company shall indemnify and hold harmless the Indemnitee Executive from and against any and all reasonable expenses (including including, without limitation, attorneys' and paralegals' fees) and and/or amounts paid in settlement actually and reasonably incurred by him the Executive in connection with the investigation, defense, settlement or appeal of any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor and to which the Indemnitee Executive was or is a party or is threatened to be made a party by reason of the fact that the Indemnitee Executive is or was an a director, officer, director, shareholderstockholder, employee or agent of the Company, or is or was serving at the request of the Company as an a director, officer, director, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of anything done or not done by the Indemnitee Executive in such capacity or capacities, provided that (i) the Indemnitee Executive acted in good faith and in a manner he the Executive reasonably believed to be in or not opposed to the best interests of the Company, Company (ii) indemnification for amounts paid in settlement shall not exceed the estimated expense of litigating the proceeding to conclusion, and (iii) no indemnification shall be made in respect of any claim, issue or matter as to which the Indemnitee Executive shall have been adjudged to be liable for misconduct in the performance of his duty to the Company unless and only to the extent that the court in which such action action, suit or suit proceeding was brought (or any other court of competent jurisdiction) shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee Executive is fairly and reasonably entitled to indemnity for such expenses which such the court shall deem proper, and (iv) no indemnification shall be made in respect of any claim, issue or matter in which the Executive shall have been adjudged to be liable for any willful or negligent payment of unlawful dividends or unlawful stock repurchases or redemptions in violation of Section 174 of the General Corporation Law of the State of Delaware or for any transaction in which the Executive derived a personal benefit. Notwithstanding the foregoing, the Company shall only indemnify the Executive for amounts paid in settlement, if such settlement was consented to by the Company, which consent shall not be unreasonably withheld.

MANDATORY INDEMNIFICATION IN ACTIONS OR SUITS BY OR IN THE RIGHT OF THE COMPANY. Subject to Section 4 hereof, the Company shall indemnify and hold harmless the Indemnitee from and against any and all expenses (including attorneys' fees) and amounts paid in settlement actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor and to which the Indemnitee was or is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an officer, director, shareholder, employee or agent of the Company, or is or was serving at 14 the request of the Company as an officer, director, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of anything done or not done by the Indemnitee in such capacity or capacities, provided that (i) the Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, (ii) indemnification for amounts paid in settlement shall not exceed the estimated expense of litigating the proceeding to conclusion, and (iii) no indemnification shall be made in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable for misconduct in the performance of his duty to the Company unless and only to the extent that the court in which such action or suit was brought (or any other court of competent jurisdiction) 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 such court shall deem proper.

MANDATORY INDEMNIFICATION IN ACTIONS OR SUITS BY OR IN THE RIGHT OF THE COMPANY. Subject to Section 4 hereof, the The Company shall indemnify indemnity and hold harmless the Indemnitee from and against any and all expenses (including attorneys' fees, including attorneys' fees in appeals) and amounts paid in settlement not exceeding, in the judgment of the Board of Directors of the Company, the estimated expenses of litigating the proceeding to conclusion, actually and reasonably incurred by him in connection with the investigation, defense, or settlement or appeal of any threatenedProceeding including any appeals thereof, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor and to which the Indemnitee was or is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an a director, officer, director, shareholder, employee employee, or agent of the Company, or is or was serving at the request of the Company as an officer, director, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of anything done or not done by the Indemnitee in such capacity or capacities, provided that (i) the Indemnitee acted in good faith and in a manner he reasonably believed to be in in, or not opposed to to, the best interests of the Company, (ii) indemnification for amounts paid in settlement shall not exceed the estimated expense of litigating the proceeding to conclusion, Company and (iii) except that no indemnification shall be made in respect of any claim, issue or matter Proceeding as to which the Indemnitee shall have been adjudged to be liable for misconduct in the performance of his duty to the Company unless and only to the extent that the court in which such action or suit Proceeding was brought (or any other court of competent jurisdiction) 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 such court shall deem proper.

MANDATORY INDEMNIFICATION IN ACTIONS OR SUITS BY OR IN THE RIGHT OF THE COMPANY. Subject to Section 4 hereofhereof and to the extent and except as otherwise provided hereunder, the Company shall indemnify and hold harmless the Indemnitee Executive from and against any and all reasonable expenses (including including, without limitation, attorneys' and paralegals' fees) and and/or amounts paid in settlement actually and reasonably incurred by him the Executive in connection with the investigation, defense, settlement or appeal of any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor and to which the Indemnitee Executive was or is a party or is threatened to be made a party by reason of the fact that the Indemnitee Executive is or was an a director, officer, director, shareholder, employee or agent of the Company, or is or was serving at the request of the Company as an a director, officer, director, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of anything done or not done by the Indemnitee Executive in such capacity or capacities, provided that (i) the Indemnitee Executive acted in good faith and in a manner he the Executive reasonably believed to be in or not opposed to the best interests of the Company, (ii) indemnification for amounts paid in settlement shall not exceed the estimated expense of litigating the proceeding to conclusion, and (iii) no indemnification shall be made in respect of any claim, issue or matter as to which the Indemnitee Executive shall have been adjudged to be liable for misconduct in the performance of his duty to the Company unless and only to the extent that the court in which such action action, suit or suit proceeding was brought (or any other court of competent jurisdiction) shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee Executive is fairly and reasonably entitled to indemnity for such expenses which such the court shall deem proper, and (iv) no indemnification shall be made in respect of any claim, issue or matter in which the Executive shall have been adjudged to be liable for any willful or negligent payment of unlawful dividends or unlawful stock repurchases or redemptions in violation of Section 607.06401 of the Florida Business Corporation Act or for any transaction in which the Executive derived a personal benefit. Notwithstanding the foregoing, the Company shall only indemnify the Executive for amounts paid in settlement, if such settlement was consented to by the Company, which consent shall not be unreasonably withheld.