Common use of Partial Indemnification Clause in Contracts

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgments, fines, penalties or amounts paid in settlement actually and reasonably incurred by or on behalf of the Indemnitee in connection with any Proceeding but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision provisions of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgments, fines, penalties or amounts paid in settlement judgments and fines actually and reasonably incurred by or on behalf of the Indemnitee in connection with the investigation, defense, appeal or settlement of any Proceeding but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties judgments or amounts paid in settlement fines to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is shall be entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgments, fines, penalties or fines and amounts paid in settlement actually and reasonably incurred by or on behalf of the any other amounts that Indemnitee becomes legally obligated to pay in connection with any Proceeding but not, however, referred to in Section 2 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement thereof to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expensesexpenses, judgmentsjudgment, fines, fines or penalties actually or amounts paid in settlement actually and reasonably incurred by or on behalf of the Indemnitee in connection with the investigation, defense, appeal or settlement of any Proceeding civil or criminal action, suit or proceeding, but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expensesexpenses, judgments, fines, fines or penalties or amounts paid in settlement to which the Indemnitee is entitledentitled pursuant to this Agreement.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation Bank for some or a portion of the Expensesexpenses, judgmentsjudgment, fines, fines or penalties actually or amounts paid in settlement actually and reasonably incurred by or on behalf of the Indemnitee in connection with the investigation, defense, appeal or settlement of any Proceeding civil or criminal action, suit or proceeding, but not, however, for the total amount thereof, the Corporation Bank shall nevertheless indemnify the Indemnitee for the portion of such Expensesexpenses, judgments, fines, fines or penalties or amounts paid in settlement to which the Indemnitee is entitledentitled pursuant to this Agreement.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgments, fines, penalties or amounts paid in settlement actually and reasonably incurred by him or on his behalf of the Indemnitee in connection with any Proceeding but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgments, fines, or penalties or amounts paid in settlement actually and reasonably incurred by him or on behalf of the Indemnitee her in connection with any Proceeding but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, or penalties or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is shall be entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expensesexpenses (including attorneys’ fees), witness fees, damages, judgments, fines, penalties or fines and amounts paid in settlement actually and reasonably incurred by or on behalf of the any other amounts that Indemnitee becomes legally obligated to pay in connection with any Proceeding but notaction, however, suit or proceeding referred to in Section 2 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement thereof to which the Indemnitee is entitled.

Partial Indemnification. If the an Indemnitee is entitled under any provision of this Agreement Article to indemnification by the Corporation for some or a portion of the Expensesexpenses (including attorneys’ fees), judgments, fines, penalties fines or amounts paid in settlement actually and reasonably incurred by him or on his behalf of the Indemnitee in connection with any Proceeding action, suit, proceeding or investigation and any appeal therefrom but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expensesexpenses (including attorneys’ fees), judgments, fines, penalties fines or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgments, fines, penalties or amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf of the Indemnitee in connection with any Proceeding but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is shall be entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expensesexpenses (including attorneys' fees), witness fees, damages, judgments, fines, penalties or fines and amounts paid in settlement actually and reasonably incurred by or on behalf of the any other amounts that Indemnitee becomes legally obligated to pay in connection with any Proceeding but notaction, however, suit or proceeding referred to in Section 2 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement thereof to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expensesexpenses, judgments, fines, penalties or amounts paid in settlement actually and reasonably incurred by or on behalf of the Indemnitee in connection with any Proceeding but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expensesexpenses, judgments, fines, penalties or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is shall be entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expensesexpenses (including attorneys' fees), witness fees, damages, judgments, fines, penalties or fines and amounts paid in settlement actually and reasonably incurred by or on behalf of the any other amounts that Indemnitee becomes legally obligated to pay in connection with any Proceeding but notaction, however, suit or proceeding referred to in Section 3 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement thereof to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgments, fines, fines penalties or amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf of the Indemnitee in connection with any Proceeding but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation Company for some or a portion of the Expensesexpenses, judgments, fines, penalties or amounts paid in settlement actually and or reasonably incurred by or on behalf of the Indemnitee in connection with the investigation, defense, appeal or settlement of any Proceeding civil or criminal action or proceeding, but not, however, for the total amount thereof, the Corporation Company shall nevertheless indemnify the Indemnitee for the portion of such Expensesexpenses, judgments, fines, fines or penalties or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgments, fines, fines or penalties or amounts paid in settlement actually and reasonably incurred by him or on behalf of the Indemnitee her in connection with any Proceeding but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, fines or penalties or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgments, fines, penalties or amounts paid in settlement actually and reasonably incurred by him or on behalf of the Indemnitee his behalf, in connection with any Proceeding but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expensesexpenses, judgments, fines, fines or penalties actually or amounts paid in settlement actually and reasonably incurred by or on behalf of the Indemnitee in connection with the investigation, defense, appeal or settlement of any Proceeding civil or criminal action, suit or proceeding, but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expensesexpenses, judgments, fines, fines or penalties or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, liabilities, losses, judgments, fines, ERISA taxes or penalties or amounts paid in settlement actually and reasonably incurred by or on behalf of the Indemnitee in connection with any Proceeding but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, liabilities, losses, judgments, fines, ERISA taxes or penalties or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation Company for some or a portion of the Expensescosts, judgments, penalties, fines, penalties liabilities or amounts paid in settlement Expenses actually and reasonably incurred by or on behalf of the Indemnitee in connection with any Proceeding Proceeding, but not, however, for the total amount thereof, the Corporation Company shall nevertheless indemnify the Indemnitee for the portion of such Expensescosts, judgments, penalties, fines, penalties or amounts paid in settlement liabilities and Expenses actually and reasonably incurred to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision provisions of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgments, fines, penalties or fines and amounts paid in settlement actually and reasonably incurred by or on behalf of the Indemnitee in connection with the investigation, defense, appeal or settlement of any Proceeding but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or fines and amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any ----------------------- provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgments, fines, fines penalties or amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee's behalf of the Indemnitee in connection with any Proceeding but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision provisions of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgments, fines, penalties fines or amounts paid in settlement settlement, actually and reasonably incurred by or on behalf of the Indemnitee in connection with any Proceeding such Proceeding, but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties fines or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expensesexpenses, judgments, fines, penalties settlement payments or other amounts paid in settlement actually and reasonably incurred by him or on behalf her in the investigation, defense, appeal or settlement of the Indemnitee in connection with any Proceeding proceeding, but not, however, not for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expensesexpenses, judgments, fines, penalties settlement payments or other amounts paid in settlement to which the Indemnitee is entitledentitled in accordance with the terms of this Agreement.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation Bank for some or a portion of the Expenses, judgments, fines, penalties or amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf of the Indemnitee in connection with any Proceeding but not, however, for the total amount thereof, the Corporation Bank shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any ----------------------- provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgments, fines, penalties or amounts paid in settlement actually and reasonably incurred by him or on his behalf of the Indemnitee in connection with any Proceeding but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation Bancorp for some or a portion of the Expenses, judgments, fines, penalties settlements or other amounts paid in settlement actually and reasonably incurred by him/her in the investigation, defense, appeal or on behalf settlement of the Indemnitee in connection with any Proceeding but not, however, for the total amount thereof, the Corporation Bancorp shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties settlements or other amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation Company for some or a portion of the Expenses, judgments, fines, penalties or amounts paid in settlement actually and reasonably incurred by or on behalf of the Indemnitee in connection with any Proceeding but not, however, for the total amount thereof, the Corporation Company shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation Indemnitor for some or a portion of the Expensesexpenses, judgments, fines, fines or penalties actually or amounts paid in settlement actually and reasonably incurred by him in the investigation, defense, appeal or on behalf settlement of the Indemnitee in connection with any Proceeding investigation, action, suit, proceeding or ADR mechanism, but not, however, for the total amount thereof, the Corporation Indemnitor shall nevertheless indemnify the Indemnitee for the portion of such Expensesexpenses, judgments, fines, fines or penalties or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation Indemnitor for some or a portion of the ExpensesExpenses or Fines, judgments, fines, penalties or amounts paid in settlement actually and reasonably incurred by or on behalf of the Indemnitee in connection with any Proceeding but not, however, for the total amount thereof, the Corporation Indemnitor shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties Expenses or amounts paid in settlement Fines to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision provisions of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgments, fines, penalties or amounts paid in settlement judgments and fines actually and reasonably incurred by or on behalf of the Indemnitee in connection with the investigation, defense, appeal or settlement of any Proceeding Proceeding, but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties judgments or amounts paid in settlement fines to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation Indemnitors for some or a portion of the Expensesexpenses, judgments, fines, fines or penalties actually or amounts paid in settlement actually and reasonably incurred by him in the investigation, defense, appeal or on behalf settlement of the Indemnitee in connection with any Proceeding investigation, action, suit, proceeding or ADR mechanism, but not, however, for the total amount thereof, the Corporation Indemnitors shall nevertheless indemnify the Indemnitee for the portion of such Expensesexpenses, judgments, fines, fines or penalties or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement pursuant hereto to indemnification by the Corporation Indemnification for some or a portion of the Expensesexpenses, judgments, fines, penalties or amounts paid in settlement settlement, actually and reasonably incurred by or on behalf of the Indemnitee in connection with any Proceeding but not, however, not for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the such portion of such Expenses, judgments, fines, penalties or amounts paid in settlement thereof to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is shall be entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expensesexpenses (including attorneys' fees), witness fees, damages, judgments, fines, penalties or fines and amounts paid in settlement actually settlement, and reasonably incurred by or on behalf of the any other amounts that Indemnitee becomes legally obligated to pay in connection with any Proceeding but notaction, however, suit or proceeding referred to in Section 2 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement thereof to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation Company for some or a portion of the Expensesany expenses, judgments, finesfines or penalties, penalties or amounts paid in settlement actually and reasonably incurred by or on behalf of the Indemnitee in a proceeding or in connection with any Proceeding judicial proceeding or arbitration pursuant to Section 8(d) to enforce rights under this Agreement but notis not entitled, however, to indemnification for the total amount thereof, the Corporation Company shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement thereof to which the Indemnitee is entitled.

Partial Indemnification. If In the event that Indemnitee is entitled under any provision of this Agreement Indemnity to indemnification by the Corporation for some or a portion but less than the entire amount of the any Expenses, judgments, fines, penalties or and/or amounts paid or payable in settlement actually and reasonably incurred by or on behalf of the Indemnitee in connection with any Proceeding but not, however, for the total amount thereofsettlement, the Corporation shall nevertheless fully indemnify Indemnitee in accordance with the Indemnitee applicable provisions of this Indemnity for the such portion of such Expenses, judgments, fines, penalties or and/or amounts paid in settlement to which the Indemnitee is entitledsettlement.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation Indemnitors for some or a portion of the Expensesexpenses, judgments, fines, fines or penalties actually or amounts paid in settlement actually and reasonably incurred by him in the investigation, defense, appeal or on behalf settlement of the Indemnitee in connection with any Proceeding civil or criminal action or proceeding, but not, however, for the total amount thereof, the Corporation Indemnitors, on a joint and several basis, shall nevertheless indemnify the Indemnitee for the portion of such Expensesexpenses, judgments, fines, fines or penalties or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If In the event that Indemnitee is entitled ----------------------- under any provision of this Agreement to indemnification by the Corporation for some or a portion portion, but less than the entire amount of the any Expenses, judgments, fines, penalties or amounts paid or payable in settlement actually and reasonably incurred by or on behalf of the Indemnitee in connection with any Proceeding but not, however, for the total amount thereofsettlement, the Corporation shall nevertheless fully indemnify Indemnitee in accordance with the Indemnitee applicable provisions of this Agreement for the such portion of such Expenses, judgments, fines, penalties penalties, or amounts paid in settlement to which the Indemnitee is entitledsettlement.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation Indemnitor for some or a portion of the Expenses, judgments, fines, penalties or amounts paid in settlement actually and reasonably incurred by or on behalf of the Indemnitee in connection with any Proceeding but not, however, for the total amount thereof, the Corporation Indemnitor shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision provisions of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgmentsjudgment, fines, penalties or fines and amounts paid in settlement actually and reasonably incurred by or on behalf of the Indemnitee in connection with the investigation, defense, appeal or settlement of any Proceeding but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or fines and amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expensesexpenses, judgments, fines, fines or penalties actually or amounts paid in settlement actually and reasonably incurred by or on behalf of the Indemnitee in connection with the investigation, defense, appeal or settlement of any Proceeding civil or criminal action, suit or proceeding, but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expensesexpenses, judgments, fines, fines or penalties or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expensesexpenses, judgments, fines, penalties fines or amounts paid in settlement settlements actually and or reasonably incurred by or on behalf of the Indemnitee in connection with the investigation, defense, appeal or settlement of any Proceeding civil or criminal action, suit or proceeding, but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expensesexpenses, judgments, fines, penalties fines or amounts paid in settlement settlements to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgments, fines, or penalties or amounts paid in settlement actually and reasonably incurred by him or on behalf of the Indemnitee her in connection with any Proceeding but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, or penalties or amounts paid in settlement to which the Indemnitee is entitled.. 

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement Deed to indemnification by the Corporation Company for some or a portion of the Expenses, judgments, fines, penalties or amounts paid in settlement actually and reasonably incurred by or on behalf of the Indemnitee in connection with any Proceeding but not, however, for the total amount thereof, the Corporation Company shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgments, fines, penalties or amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf of the Indemnitee in connection with any Proceeding but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any ----------------------- provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgments, fines, penalties or amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee's behalf of the Indemnitee in connection with any Proceeding but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgments, fines, fines penalties or amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee's behalf of the Indemnitee in connection with any Proceeding but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation Indemnitor for some or a portion of the Expenses, judgments, fines, penalties or amounts paid in settlement any Expenses actually and reasonably incurred by or on behalf of the Indemnitee in connection with any Proceeding the investigation, defense, Settlement or appeal of a Proceeding, but not, however, is precluded by applicable law or the specific terms of this Agreement to indemnification for the total amount thereof, the Corporation Indemnitor shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement thereof to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement pursuant hereto to indemnification by the Corporation for some or a portion of the Expensesexpenses, judgments, fines, penalties or amounts paid in settlement settlement, actually and reasonably incurred by or on behalf of the Indemnitee in connection with any Proceeding but not, however, not for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the such portion of such Expenses, judgments, fines, penalties or amounts paid in settlement thereof to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation Company for some or a portion of the Expenses, judgments, fines, penalties or penalties, amounts paid in settlement actually and reasonably incurred by other liability and loss suffered (including all interest, assessments and other charges paid or on behalf of the Indemnitee payable in connection with any Proceeding or in respect of such Expenses, judgments, fines, penalties, amounts paid in settlement and other liability and loss suffered), but not, however, for the total amount thereof, the Corporation Company shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement thereof to which the Indemnitee is entitled.

Partial Indemnification. If In the event that Indemnitee is entitled ----------------------- under any provision of this Agreement to indemnification by the Corporation for some or a portion but less than the entire amount of the any Expenses, judgments, fines, penalties or amounts paid or payable in settlement actually and reasonably incurred by or on behalf of the Indemnitee in connection with any Proceeding but not, however, for the total amount thereofsettlement, the Corporation shall nevertheless fully indemnify Indemnitee in accordance with the Indemnitee applicable provisions of this Agreement for the such portion of such Expenses, judgments, fines, fines penalties or amounts paid in settlement to which the Indemnitee is entitledsettlement.

Partial Indemnification. If the Indemnitee is entitled under any provision provisions of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgments, fines, penalties or amounts paid in settlement judgments ad fines actually and reasonably incurred by or on behalf of the Indemnitee in connection with the investigation, defense, appeal or settlement of any Proceeding Proceeding, but not, not however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties judgments or amounts paid in settlement fines to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation Company for some or a portion of the Expenses, judgments, fines, fines penalties or amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf of the Indemnitee in connection with any Proceeding but not, however, for the total amount thereof, the Corporation Company shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation Company for some or a portion of the Expenses, judgments, fines, penalties or amounts paid in settlement actually and reasonably incurred by Indemnitee or on his/her behalf of the Indemnitee in connection with any Proceeding Proceeding, but not, however, for the total amount thereof, the Corporation Company shall nevertheless indemnify Indemnitee (as and to the Indemnitee extent provided in Section 3 of this Agreement) for the portion of such Expenses, judgments, finespenalties, penalties fines or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If In the event Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation hereunder for some or a portion of the Expenses, judgments, fines, penalties or and amounts paid in settlement actually and reasonably incurred by him or on behalf her in the investigation, defense, appeal or settlement of the Indemnitee in connection with any Proceeding Claim but not, however, for all of the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement thereof to which the Indemnitee is entitled.

Partial Indemnification. If In the event Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation hereunder for some or a portion of the Expenses, judgments, fines, penalties or penalties, and amounts paid in settlement actually and reasonably incurred by him or on behalf her in the investigation, defense, appeal or settlement of the Indemnitee in connection with any Proceeding Claim but not, however, for all of the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement thereof to which the Indemnitee is entitled.

Partial Indemnification. If In the event Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation hereunder for some or a portion of the Expenses, judgments, fines, penalties or and amounts paid in settlement actually and reasonably incurred by him or on behalf her in the investigation, defense, appeal or settlement of the Indemnitee in connection with any Proceeding Claim but not, however, for all of the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement thereof to which the Indemnitee Indenmitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation Indemnitor for some or a portion of the Expenses, judgments, fines, penalties or amounts paid in settlement actually and reasonably incurred by or on behalf of the Indemnitee in connection with any Proceeding but not, however, for the total amount thereof, the Corporation Indemnitor shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, liabilities, fines, penalties or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is shall be entitled under any provision of this ----------------------- Agreement to indemnification by the Corporation for some or a portion of the Expensesexpenses (including attorneys' fees), witness fees, damages, judgments, fines, penalties or fines and amounts paid in settlement actually settlement, and reasonably incurred by or on behalf of the any other amounts that Indemnitee becomes legally obligated to pay in connection with any Proceeding but notaction, howeversuit, or proceeding referred to in Section 2 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement thereof to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is ia entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expensesexpenses, judgments, fines, fines or penalties actually or amounts paid in settlement actually and reasonably incurred by or on behalf of the Indemnitee in connection with the investigation, defense, appeal or settlement of any Proceeding civil or criminal action, suit or proceeding, but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expensesexpenses, judgments, fines, fines or penalties or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expensesexpenses (including attorneys' fees), liabilities, judgments, finespenalties, penalties or fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee's behalf in the investigation, defense, appeal or settlement of the Indemnitee in connection with any Proceeding such suit, action or proceeding, but not, however, for the total amount thereof, the Corporation i-STAT shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement thereof to which the Indemnitee is entitled.

Partial Indemnification. If the an Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation under Section 6.01 or 6.02 for some or a portion of the Expensesexpenses including attorneys’ fees, judgments, penalties, fines, penalties or and amounts paid in settlement actually and reasonably incurred by or on behalf of the Indemnitee in connection with any Proceeding settlement, but not, however, not for the total amount thereofamount, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expensesthe expenses, judgments, penalties, fines, penalties or amounts paid in settlement to for which the Indemnitee is entitledentitled to be indemnified.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgments, fines, penalties or amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee's behalf of the Indemnitee in connection with any Proceeding but not, however, for the total amount thereof, then the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgments, fines, penalties or amounts paid in settlement actually and reasonably incurred by or on behalf of the Indemnitee in connection with any Proceeding but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement to which the Indemnitee is entitled. 12.

Partial Indemnification. If the an Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation under either Section 1 or Section 2 for some or a portion of the Expensesexpenses including attorneys’ fees, judgments, finespenalties, penalties or fines and amounts paid in settlement actually and reasonably incurred by or on behalf of the Indemnitee in connection with any Proceeding settlement, but not, however, not for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expensesthe expenses, judgments, finespenalties, penalties fines or amounts paid in settlement to for which the Indemnitee is entitledentitled to be indemnified.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgments, finesFines, penalties or amounts paid in settlement by or on behalf of Indemnitee actually and reasonably incurred by him in the investigation, defense, appeal or on behalf settlement of the Indemnitee in connection with any Proceeding but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, finesFines, penalties or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgments, fines, penalties or amounts paid in settlement actually and reasonably incurred by the Indemnitee or on the Indemnitee's behalf of the Indemnitee in connection with any Proceeding but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation Bank for some or a portion of the Expensesexpenses, judgmentsjudgment, fines, fines or penalties actually or amounts paid in settlement actually and reasonably incurred by him in the investigation, defense, appeal or on behalf settlement of the Indemnitee in connection with any Proceeding civil or criminal action, suit or proceeding, but not, however, for the total amount thereof, the Corporation Bank shall nevertheless indemnify the Indemnitee for the portion of such Expensesexpenses, judgments, fines, fines or penalties or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation Company for some or a portion of the Expenses, judgments, penalties, fines, penalties or amounts paid in settlement actually and reasonably incurred by or on behalf of the Indemnitee him in connection with any Proceeding in connection with an Indemnifiable Claim, but not, however, is not entitled to indemnification for the total amount thereof, the Corporation Company shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, penalties, fines, penalties or and amounts paid in settlement or payable to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any ----------------------- provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgments, fines, or penalties or amounts paid in settlement actually and reasonably incurred by him or on behalf of the Indemnitee her in connection with any Proceeding but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, or penalties or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is shall be entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expensesexpenses (including attorneys' fees), witness fees, damages, judgments, fines, penalties or fines and amounts paid in settlement actually and reasonably incurred by or on behalf of the any other amounts that Indemnitee becomes legally obligated to pay in connection with any Proceeding but notaction, however, suit or proceeding referred to in Section 3 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall nevertheless indemnify the indemnity Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement thereof to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgments, fines, penalties or amounts paid in settlement actually and reasonably incurred by him or on his behalf of the Indemnitee in connection with any Proceeding but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or and amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If In the event Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation hereunder for some or a portion of the Expenses, judgments, fines, penalties or and amounts paid in settlement actually and reasonably incurred by or on behalf of the Indemnitee in connection with the investigation, defense, appeal or settlement of any Proceeding but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement thereof to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expensesany Expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, penalties or ERISA excise taxes and penalties, and amounts paid in settlement) incurred in the investigation, defense, settlement actually and reasonably incurred by or on behalf appeal of the Indemnitee in connection with any Proceeding a Proceeding, but notnot entitled, however, to indemnification for all of the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement thereof to which the Indemnitee is entitled.

Partial Indemnification. If In the event that Indemnitee is entitled under ----------------------- any provision of this Agreement to indemnification by the Corporation for some or a portion but less than the entire amount of the any Expenses, judgments, fines, penalties or amounts paid or payable in settlement actually and reasonably incurred by or on behalf of the Indemnitee in connection with any Proceeding but not, however, for the total amount thereofsettlement, the Corporation shall nevertheless fully indemnify Indemnitee in accordance with the Indemnitee applicable provisions of this Agreement for the such portion of such Expenses, judgments, fines, fines penalties or amounts paid in settlement to which the Indemnitee is entitledsettlement.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgments, fines, penalties settlements or other amounts paid in settlement actually and reasonably incurred by him in the investigation, defense, appeal or on behalf settlement of the Indemnitee in connection with any Proceeding but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties settlements or other amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is shall be entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expensesexpenses (including attorneys’ fees), witness fees, damages, judgments, fines, penalties or fines and amounts paid in settlement actually and reasonably incurred by or on behalf of the any other amounts that Indemnitee becomes legally obligated to pay in connection with any Proceeding but notaction, however, suit or proceeding referred to in Section 2 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement thereof to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expensesexpenses (including attorneys' fees), liabilities, judgments, finespenalties, penalties or fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee's behalf in the investigation, defense, appeal or settlement of the Indemnitee in connection with any Proceeding such suit, action or proceeding, but not, however, for the total amount thereof, the Corporation Company shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement thereof to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation Company for some or a portion of the Expenses, costs, judgments, fines, penalties or fines and amounts paid in settlement actually and reasonably incurred by or on behalf of the such Indemnitee in connection with any Proceeding Proceeding, but not, however, is not entitled to indemnification for the total amount thereof, the Corporation Company shall nevertheless indemnify the Indemnitee for the portion of such Expenses, costs, judgments, finespenalties, penalties or fines and amounts paid in settlement actually incurred by such Indemnitee to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any ----------------------- provision of this Agreement to indemnification by the Corporation for some or a portion of the Expensesexpenses, judgments, fines, fines or penalties actually or amounts paid in settlement actually and reasonably incurred by or on behalf of the Indemnitee in connection with the investigation, defense, appeal or settlement of any Proceeding civil or criminal action, suit or proceeding, but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expensesexpenses, judgments, fines, fines or penalties or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgments, fines, penalties or amounts paid in settlement actually and reasonably incurred by or on behalf of the Indemnitee in connection with any Proceeding but not, however, for the total amount thereof, the thereof,-the-Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation Companies for some or a portion of the Expensesloss and liability suffered and Expenses (including attorneys’ fees), judgmentsJudgments, fines, penalties or amounts paid Fines and Amounts Paid in settlement Settlement actually and reasonably incurred by or on behalf of the Indemnitee in connection with an Action, Suit or Proceeding, including any Proceeding appeals, but not, however, for the total amount thereof, the Corporation Companies shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement to which the Indemnitee is entitledotherwise payable hereunder.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgments, fines, penalties or amounts paid in settlement actually and reasonably incurred by him or it or on his or its behalf of the Indemnitee in connection with any Proceeding but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If In the event that Indemnitee is entitled ----------------------- under any provision of this Agreement to indemnification by the Corporation for some or a portion but less than the entire amount of the any Expenses, judgments, fines, penalties or and/or amounts paid or payable in settlement actually and reasonably incurred by or on behalf of the Indemnitee in connection with any Proceeding but not, however, for the total amount thereofsettlement, the Corporation shall nevertheless fully indemnify Indemnitee in accordance with the Indemnitee applicable provisions of this Agreement for the such portion of such Expenses, judgments, fines, penalties or and/or amounts paid in settlement to which the Indemnitee is entitledsettlement.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation Company for some or a portion of the Expensesany expenses, judgments, fines, penalties or amounts paid in settlement settlement, actually and reasonably incurred by or on behalf of the Indemnitee in a proceeding or in connection with any Proceeding judicial proceeding or arbitration pursuant to Section 8(d) to enforce rights under this Agreement but notis not entitled, however, to indemnification for the total amount thereof, the Corporation Company shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement thereof to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation Company for some or a portion of the Expenses, judgments, finespenalties, penalties fines or amounts paid in settlement settlement, actually and reasonably incurred by or on behalf of the Indemnitee in connection with any Proceeding a Proceeding, but not, however, for the total amount thereof, the Corporation Company shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, finespenalties, penalties or fines and amounts paid in settlement to which the Indemnitee is entitled, to the fullest extent permitted by applicable law.

Partial Indemnification. If In the event Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation hereunder for some or a portion of the Expenses, judgments, fines, penalties or and amounts paid in settlement actually and reasonably incurred by him in the investigation, defense, appeal or on behalf settlement of the Indemnitee in connection with any Proceeding Claim but not, however, for all of the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement thereof to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification or to receive advancement by the Corporation for some or a portion of the Expenses, judgments, fines, penalties or amounts paid in settlement actually and reasonably incurred by Indemnitee (or on behalf of the Indemnitee his or her behalf) in connection with such Proceeding, or any Proceeding claim, issue or matter therein, but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement thereof to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgments, fines, penalties or amounts paid in settlement actually and reasonably incurred by or on behalf of the Indemnitee in connection with any Proceeding Proceeding, but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgments, fines, penalties or amounts paid in settlement actually and reasonably incurred by [him/her] or it or on [him/her] or its behalf of the Indemnitee in connection with any Proceeding but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any ----------------------- provision of this Agreement to indemnification by the Corporation Indemnitors for some or a portion of the Expensesexpenses, judgments, fines, fines or penalties actually or amounts paid in settlement actually and reasonably incurred by him in the investigation, defense, appeal or on behalf settlement of the Indemnitee in connection with any Proceeding civil or criminal action or proceeding, but not, however, for the total amount thereof, the Corporation Indemnitors shall nevertheless indemnify the Indemnitee for the portion of such Expensesexpenses, judgments, fines, fines or penalties or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expensesexpenses, judgments, fines, penalties or amounts paid in settlement actually and reasonably incurred by or on behalf of the Indemnitee in connection with any EXHIBIT 10R Proceeding but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expensesexpenses, judgments, fines, penalties or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgments, finesfine, penalties or amounts paid in settlement actually and reasonably incurred by him or on behalf of the Indemnitee his behalf, in connection with any Proceeding but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgments, fines, fines or penalties or amounts paid in settlement actually and reasonably incurred by or on behalf of the Indemnitee in connection with the investigation, defense, appeal or settlement of any Proceeding Proceedings but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, fines or penalties or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgments, fines, penalties or amounts paid in settlement actually and reasonably incurred by him/her or on his/her behalf of the Indemnitee in connection with any Proceeding but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgments, fines, penalties or amounts paid in settlement actually and reasonably incurred by or on behalf of the Indemnitee in connection with any Proceeding but not, not however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgments, fines, penalties penalties, damages or amounts paid in settlement settlements actually and or reasonably incurred by or on behalf of the Indemnitee in connection with the investigation, defence, appeal or settlement of any Proceeding Proceeding, but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the that portion of such Expenses, judgments, fines, penalties or amounts paid in settlement to for which the Indemnitee is entitledentitled to indemnification.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgmentsjudgment, fines, or penalties or amounts paid in settlement actually and reasonably incurred by him or on behalf of the Indemnitee her in connection with any Proceeding but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, or penalties or amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation Company for some or a portion of the Expensescost, charges and expenses (including attorneys' fees), judgments, fines, penalties or fines and amounts paid in settlement actually and reasonably incurred by [HIM/HER] in the investigation, defense, appeal or on behalf settlement of the Indemnitee in connection with any Proceeding such suit, action or proceeding but not, however, for all of the total amount thereof, the Corporation Company shall nevertheless indemnify the Indemnitee for as to the portion of such Expenses, judgments, fines, penalties or amounts paid in settlement thereof to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation Company for some or a portion of the Expenses, judgments, fines, penalties settlements or other amounts paid in settlement actually and reasonably incurred by HIM/HER in the investigation, defense, appeal or on behalf settlement of the Indemnitee in connection with any Proceeding but not, however, for the total amount thereof, the Corporation Company shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, penalties settlements or other amounts paid in settlement to which the Indemnitee is entitled.