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 Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, but not entitled, however, to indemnification for all of the total amount hereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this the Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited tothe Expenses, judgments, fines, penalties or ERISA excise taxes actually and penalties, and amounts paid in settlement) reasonably incurred by him him/her in the investigation, defense, appeal or settlement or appeal of a proceeding, any Proceeding but not entitlednot, however, to indemnification for all of the total amount hereofof his/her Expenses, judgments, fines, penalties or ERISA excise taxes, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof of Expenses, judgments, fines, penalties or ERISA excise taxes to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, or penalties and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, proceeding but is not entitled, however, to indemnification for all of the total amount hereofthereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitledentitled to indemnification.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited tothe Expenses, judgments, fines, ERISA excise taxes and interest or penalties, which are actually and amounts paid in settlement) reasonably incurred by him the Indemnitee in the investigation, defense, appeal or settlement or appeal of a proceedingany Proceeding, but not entitlednot, however, to indemnification for all of the total amount hereofof the Indemnitee’s Expenses, judgments, fines, interest or penalties, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof of such Expenses, judgments, fines, interest or penalties to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever the expense, liability, and loss (including, but not limited to, including judgments, fines, ERISA excise taxes and taxes, penalties, and amounts paid in settlementsettlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred by him in the investigationconnection with any Proceeding, defense, settlement or appeal of a proceedingin connection with any judicial proceeding or arbitration pursuant to Section 11 to enforce rights under this Agreement, but not entitlednot, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof of such expense, liability, and loss actually and reasonably incurred to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him or her in the investigation, defense, settlement or appeal of a proceeding, proceeding but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited tothe costs, judgments, penalties, fines, ERISA excise taxes liabilities or Expenses actually and penaltiesreasonably incurred in connection with any action, and amounts paid in settlement) incurred suit or proceeding (including an action, suit or proceeding brought by him in or on behalf of the investigation, defense, settlement or appeal of a proceedingCompany), but not entitlednot, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof of such costs, judgments, penalties, fines, liabilities and Expenses actually and reasonably incurred to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, proceeding but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any ----------------------- provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, but not entitled, however, to indemnification for all of the total amount hereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any ----------------------- provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, or penalties and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, proceeding but is not entitled, however, to indemnification for all of the total amount hereofthereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitledentitled to indemnification.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, or penalties and amounts paid in settlement) incurred by him or her in the investigation, defense, settlement or appeal of a proceeding, proceeding but is not entitled, however, to indemnification for all of the total amount hereofthereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitledentitled to indemnification.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, or penalties and amounts paid in settlement) incurred by him in the investigation, defense, settlement settlement, or appeal of a proceeding, proceeding but is not entitled, however, to indemnification for all of the total amount hereofthereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitledentitled to indemnification.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever the expense, liability, and loss (including, but not limited to, including judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlementsettlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred by him in the investigationconnection with any Proceeding, defense, settlement or appeal of a proceedingin connection with any judicial proceeding pursuant to Section 11 to enforce rights under this Agreement, but not entitlednot, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof of such expense, liability, and loss actually and reasonably incurred to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA BRISA excise taxes and penalties, or penalties and amounts paid in settlement) incurred by him or her in the investigation, defense, settlement or appeal of a proceeding, proceeding but is not entitled, however, to indemnification for all of the total amount hereofthereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitledentitled to indemnification.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) incurred by him the Indemnitee in the investigation, defense, settlement or appeal of a proceeding, but not entitled, however, to indemnification for all of the total amount hereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement or otherwise to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (includingthe Expenses, but not limited toliabilities, judgments, fines, ERISA excise taxes and penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such liabilities, judgments, penalties, fines and amounts paid in settlement) incurred by him Indemnitee or on behalf of Indemnitee in the investigationconnection with a Proceeding or any claim, defense, settlement issue or appeal of a proceedingmatter therein, but not entitlednot, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the that portion hereof thereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses Expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, Proceeding but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited tothe Expenses, judgments, fines, penalties or ERISA excise taxes actually and penalties, and amounts paid in settlement) reasonably incurred by him him/her in the investigation, defense, appeal or settlement or appeal of a proceeding, any Proceeding but not entitlednot, however, to indemnification for all of the total amount hereofof his/her Expenses, judgments, fines, penalties or ERISA excise taxes, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof of Expenses, judgments, fines, penalties or ERISA excise taxes to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited towithout limitation, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) incurred by him Indemnitee in the investigation, defense, settlement or appeal of a proceeding, but is not entitled, however, entitled to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, proceeding but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited tothe Expenses, judgments, fines, ERISA excise taxes and penalties, fines and amounts paid in settlement (including without limitation all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, penalties, fines and amounts paid in settlement) actually and reasonably incurred by him or on his behalf in the investigationconnection with such Proceeding or any claim, defense, settlement issue or appeal of a proceedingmatter therein, but not entitlednot, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever the expense, liability, and loss (including, but not limited to, including judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlementsettlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred by him in the investigationconnection with any Proceeding, defense, settlement or appeal of a proceedingin connection with any judicial proceeding or arbitration pursuant to Section 11 to enforce rights under this Agreement, but not entitlednot, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof of such expense, liability, and loss actually and reasonably incurred to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited tothe Expenses, judgments, fines, penalties or ERISA excise taxes actually and penalties, and amounts paid in settlement) reasonably incurred by him or her in the investigation, defense, appeal or settlement or appeal of a proceeding, any Proceeding but not entitlednot, however, to indemnification for all of the total amount hereofof his or her Expenses, judgments, fines, penalties or ERISA excise taxes, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof of Expenses, judgments, fines, penalties or ERISA excise taxes to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever the expense, liability and loss (including, but not limited to, including judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlementsettlement by or on behalf of the Indemnitee and Expenses) actually and reasonably incurred by him in the investigationconnection with any Proceeding, defense, settlement or appeal of a proceedingin connection with any judicial proceeding pursuant to Section 11 to enforce rights under this Agreement, but not entitlednot, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof of such expense, liability and loss actually and reasonably incurred to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever the expense, liability, and loss (including, but not limited to, including judgments, fines, ERISA excise taxes and taxes, penalties, and amounts paid in settlementsettlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred by him in the investigationconnection with any Proceeding, defense, settlement or appeal of a proceedingin connection with any judicial proceeding or arbitration pursuant to Section 10 to enforce rights under this Agreement, but not entitlednot, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof of such expense, liability, and loss actually and reasonably incurred to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever the expense, liability and loss (including, but not limited to, including judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlementsettlement by or on behalf of Indemnitee, and Expenses) actually and reasonably incurred by him or suffered in the investigationconnection with any Proceeding, defense, settlement or appeal of a proceedingin connection with any judicial proceeding or arbitration pursuant to Section 10 to enforce rights under this Agreement, but not entitlednot, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof of such expense, liability and loss actually and reasonably incurred or suffered to which the Indemnitee is not entitled.

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

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses Expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him the Indemnitee in the investigation, defense, settlement or appeal of a proceeding, proceeding but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the that portion hereof thereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, or penalties and amounts paid in settlement) incurred by him Indemnitee in the investigation, defense, settlement or appeal of a proceeding, proceeding or in being a witness in a proceeding but is not entitled, however, to indemnification for all of the total amount hereofthereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitledentitled to indemnification.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) incurred by him or her in the investigation, defense, settlement or appeal of a proceeding, but not entitled, however, to indemnification for all of the total amount hereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him the Indemnitee in the investigation, defense, settlement settlement, or appeal of a proceeding, proceeding but is not entitled, however, to indemnification for all of the total amount hereofthereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitledentitled to indemnification.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses Expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penaltiespenalties or, and subject to Section 10(d) hereof, amounts paid in settlement) actually and reasonably incurred by him in the investigation, defense, settlement or appeal of a proceeding, Proceeding but is not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, proceeding but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitledentitled to the indemnification.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever the expense, liability, and loss (including, but not limited to, including judgments, fines, ERISA excise taxes and taxes, penalties, and amounts paid in settlementsettlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred by him in the investigationconnection with any Proceeding, defense, settlement or appeal of a proceedingin connection with any judicial proceeding or arbitration pursuant to Section 11 below to enforce rights under this Agreement, but not entitlednot, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof of such expense, liability, and loss actually and reasonably incurred to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him or her in the investigation, defense, settlement settlement, or appeal of a proceeding, proceeding but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgmentsto judgements, fines, ERISA excise taxes and penalties, and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee indemnitee is not entitled.

Partial Indemnification. If the Indemnitee a covered person is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, forfeitures, attorneys' fees, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him the Indemnitee in the investigation, defense, settlement or appeal of a proceeding, proceeding but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee such person for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, fines ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, proceeding but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses Expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him or her in the investigation, defense, settlement or appeal of a proceeding, Proceeding but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him or her in the investigation, defense, settlement or appeal of a proceeding, proceeding but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitledentitled to indemnification.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties) actually and penalties, and amounts paid in settlement) reasonably incurred by him in the investigation, defense, settlement or appeal of a proceeding, proceeding but is not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under ----------------------- any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, or penalties and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, proceeding but is not entitled, however, to indemnification for all of the total amount hereofthereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitledentitled to indemnification.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) incurred by him Indemnitee in the investigation, defense, settlement or appeal of a proceeding, but not entitled, however, to indemnification for all of the total amount hereofsuch expenses or liabilities, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to of expenses or liabilities less the portion hereof thereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any ----------------------- provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, proceeding but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any ----------------------- provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, proceeding but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitledentitled to the indemnification.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses Expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, or penalties and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, Proceeding but is not entitled, however, to indemnification for all of the total amount hereofthereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitledentitled to indemnification.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him him/her in the investigation, defense, settlement or appeal of a proceeding, proceeding but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him the Indemnitee in the investigation, defense, settlement or appeal of a proceeding, proceeding but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitled.

Partial Indemnification. If the an Indemnitee is entitled under any provision of this Agreement or otherwise to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgmentsjudgements, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him such Indemnitee in the investigation, defense, settlement defense or appeal of a proceeding, proceeding but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited tothe costs, judgments, penalties, fines, ERISA excise taxes liabilities or Expenses actually and penaltiesreasonably incurred in connection with any action, and amounts paid in settlement) incurred suit or proceeding (including an action, suit or proceeding brought by him in or on behalf of the investigation, defense, settlement or appeal of a proceedingCompany), but not entitlednot, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof of such costs, judgments, penalties, fines, liabilities and Expenses actually and reasonably incurred by Indemnitee to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited tothe costs, judgments, penalties, fines, ERISA excise taxes liabilities or Expenses actually and penaltiesreasonably incurred in connection with any action, and amounts paid in settlement) incurred suit or proceeding (including an action, suit or proceeding brought by him in or on behalf of the investigation, defense, settlement Company or appeal of a proceedingan Other Enterprise), but not entitlednot, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof of such costs, judgments, penalties, fines, liabilities and Expenses actually and reasonably incurred to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, or penalties and amounts paid in settlement) incurred by him the Indemnitee in the investigation, defense, settlement settlement, or appeal of a proceeding, proceeding but is not entitled, however, to indemnification for all of the total amount hereofthereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitledentitled to indemnification.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses Expenses, liability or liabilities of any type whatsoever (including, but not limited toloss, judgments, fines, ERISA excise taxes and penalties, and amounts paid or to be paid in settlement) incurred by him in , any interest, assessments, or other charges imposed thereon, or any federal, state, local, or foreign taxes imposed as a result of the investigation, defense, settlement actual or appeal deemed receipt of a proceedingany payments under this Agreement, but not entitlednot, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses expense or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA ERISA, excise taxes and or penalties, and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, proceeding but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitledentitled to the indemnification.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses Expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of connection with a proceedingProceeding, but not entitled, however, to indemnification for all of the total amount hereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee a covered person is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, forfeitures, attorneys’ fees, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him the Indemnitee in the investigation, defense, settlement or appeal of a proceeding, proceeding but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee such person for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses Expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penaltiespenalties or, and subject to Section 10(d) hereof, amounts paid in settlement) actually and reasonably incurred by him Indemnitee in the investigation, defense, settlement or appeal of a proceeding, Proceeding but is not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any ----------------------- provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee a covered person is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, forfeitures, attorneys' fees, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him the Indemnitee in the investigation, defense, settlement or appeal of a proceeding, but is not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee such person for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, or penalties and amounts paid in settlement) incurred by him or her in the investigation, defense, settlement or appeal of a proceeding, proceeding but is not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA BRISA excise taxes and penalties, or penalties and amounts paid in settlement) incurred by him Indemnitee in the investigation, defense, settlement or appeal of a proceeding, proceeding but is not entitled, however, to indemnification for all of the total amount hereofthereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitledentitled to indemnification.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA ERISA, excise taxes and penalties, and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, but not entitled, however, to indemnification for all of the total amount hereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (includingthe judgments, but not limited to, judgmentspenalties, fines, ERISA excise taxes and penaltiessettlements or reasonable Expenses actually incurred in connection with any Proceeding, and amounts paid or in settlement) incurred connection with any suit brought by him in the investigation, defense, settlement Indemnitee to enforce a right to indemnification or appeal advancement of a proceedingExpenses under this Agreement, but not entitlednot, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof of such judgments, penalties, fines, settlements, liabilities or Expenses to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses expense or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, proceeding but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, or penalties and amounts paid in settlement) incurred by him or her in the investigation, defense, settlement or appeal of a proceeding, Proceeding but is not entitled, however, to indemnification for all of the total amount hereofthereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitledentitled to indemnification.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses Expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceedingProceeding, but not entitled, however, to indemnification for all of the total amount hereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) incurred by him Indemnitee in the investigation, defense, settlement or appeal of a proceeding, but not entitled, however, to indemnification for all of the total amount hereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him or her in the investigation, defense, settlement or appeal of a proceeding, but is not entitled, however, entitled to indemnification for all of the total amount hereofthereof, the then Company shall nevertheless indemnify the Indemnitee for such portion of the total amount except to which Indemnitee is entitled, but not as to the portion hereof thereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him in connection with a proceeding (including, without limitation, the investigation, defense, settlement or appeal of a proceeding, ) but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (includingthe Expenses, but not limited to, judgments, fines, ERISA excise taxes judgments and penalties, Liabilities actually and amounts paid in settlement) reasonably incurred by him the Indemnitee in connection with the investigation, defense, appeal or settlement or appeal of a proceedingsuch Claim described in Sections ‎5 and ‎6 hereof, but is not entitled, however, entitled to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof of such Expenses, judgments and Liabilities actually and reasonably incurred by the Indemnitee to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, or penalties and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, proceeding but is not entitled, however, to indemnification for all of the total amount hereofthereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitled.entitled to indemnification. VERITAS Software Corporation Indemnity Agreement

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses Expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, proceeding but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitledentitled under this Agreement or applicable law.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited tothe costs, judgments, penalties, fines, ERISA excise taxes liabilities or Expenses actually and penalties, and amounts paid in settlement) reasonably incurred by him Indemnitee in connection with the investigation, defense, appeal or settlement or appeal of a proceedingProceeding described in Section 4 or 5, but not entitlednot, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof of such costs, judgments, penalties, fines, liabilities and Expenses actually and reasonably incurred by Indemnitee to which the Indemnitee is not entitled. SECTION 8.

Partial Indemnification. If the Indemnitee is entitled under any ----------------------- provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA ERISA, excise taxes and penalties, and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, but not entitled, however, to indemnification for all of the total amount hereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever the liability (including, but not limited to, including judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlementsettlement by or on behalf of the Indemnitee, and Expenses) incurred by him in the investigationconnection with any Proceeding, defense, settlement or appeal of a proceedingin connection with any judicial proceeding or arbitration pursuant to Section 11 to enforce rights under this Agreement, but not entitlednot, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof of such liability incurred to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification or advancement by the Company for Corporation of some or a portion of any expenses Expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) incurred by him Indemnitee in the investigation, defense, settlement settle­ment or appeal of a proceedingProceeding, but is not entitled, however, entitled to indemnification for all indemnifi­cation or advancement of the total amount hereofthereof, the Company Corporation shall nevertheless indemnify or pay advancements to the Indemnitee for such total amount except as to the portion hereof of such Expenses or liabilities to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (includingthe Expenses, but not limited to, judgments, fines, ERISA excise taxes judgments and penalties, Liabilities actually and amounts paid in settlement) reasonably incurred by him the Indemnitee in connection with the investigation, defense, appeal or settlement or appeal of a proceedingsuch Claim described in Sections 5 and 6 hereof, but is not entitled, however, entitled to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof of such Expenses, judgments and Liabilities actually and reasonably incurred by the Indemnitee to which the Indemnitee is not entitled.

Partial Indemnification. If Notwithstanding and without limiting ----------------------- any other provisions of this Agreement, if the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes fines or penalties) actually and penalties, and amounts paid in settlement) reasonably incurred by him in the investigation, defense, settlement or appeal of a proceeding, proceeding but is not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitledentitled to the fullest extent permitted by law, subject to the provisions of this Agreement.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, or penalties and amounts paid in settlement) incurred by him [him][her] in the investigation, defense, settlement or appeal of a proceeding, proceeding but is not entitled, however, to indemnification for all of the total amount hereofthereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitledentitled to indemnification.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses Expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, proceeding but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitledentitled under this Agreement or applicable law.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) incurred by him Indemnitee in the investigation, defense, settlement or appeal of a proceeding, but not entitled, however, to indemnification for all of the total amount hereofsuch expenses or liabilities, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to of expenses or liabilities less the portion hereof thereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) incurred by him the Indemnitee in the investigation, defense, settlement or appeal of a proceedingProceeding, but not entitled, however, to indemnification for all of the total amount hereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company Corporation for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, proceeding but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company Corporation shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitled.

Partial Indemnification. If if the Indemnitee lndemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him or her in the investigation, defense, settlement or appeal of a proceeding, proceeding but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, or penalties and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, Indemnitee but is not entitled, however, to indemnification for all of the total amount hereofthereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitledentitled to indemnification.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, or penalties and amounts paid in settlement) incurred by him [him][her] in the investigation, defense, settlement or appeal of a proceeding, proceeding but is not entitled, however, to indemnification for all of the total amount hereofthereof, then the Company shall nevertheless indemnify indemnity the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitledentitled to indemnification.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him the Indemnitee in the investigation, defense, settlement settlement, or appeal of a proceeding, proceeding but is not entitled, however, to indemnification for all of the total amount hereofthereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount amount, except as to the portion hereof thereof to which the Indemnitee is not entitledentitled to indemnification.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him or her in the investigation, defense, settlement or appeal of a proceeding, proceeding but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitled.. ​

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever the expense, liability, and loss (including, but not limited to, including judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlementsettlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred by him in the investigationconnection with any Proceeding, defenseclaim, settlement issue or appeal of a proceedingmatter, or in connection with any judicial proceeding or arbitration pursuant to Section 12 to enforce rights under this Agreement, but not entitlednot, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof of such expense, liability, and loss actually and reasonably incurred to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) incurred by him him/her in the investigation, defense, settlement or appeal of a proceeding, but not entitled, however, to indemnification for all of the total amount hereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification or advancement by the Company for Corporation of some or a portion of any expenses Expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) incurred by him Indemnitee in the investigation, defense, settlement settle-ment or appeal of a proceedingProceeding, but is not entitled, however, entitled to indemnification for all indemnifi-cation or advancement of the total amount hereofthereof, the Company Corporation shall nevertheless indemnify or pay advancements to the Indemnitee for such total amount except as to the portion hereof of such Expenses or liabilities to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, or penalties and amounts paid in settlement) incurred by him Indemnitee in the investigation, defense, settlement or appeal of of, or preparing to defend, to be a proceedingwitness in or to participate in, a proceeding but the Indemnitee is not entitled, however, to indemnification for all of the total amount hereofthereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitledentitled to indemnification.

Partial Indemnification. If the Indemnitee is entitled under any provision of provisionof this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, or penalties and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, proceeding but is not entitled, however, to indemnification for all of the total amount hereofthereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitledentitled to indemnification.

Partial Indemnification. If the Indemnitee is entitled under any provision of this the Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited tothe Expenses, judgments, fines, ERISA penalties or ERAS excise taxes actually and penalties, and amounts paid in settlement) reasonably incurred by him him/her in the investigation, defense, appeal or settlement or appeal of a proceeding, any Proceeding but not entitlednot, however, to indemnification for all of the total amount hereofof his/her Expenses, judgments, fines, penalties or ERISA excise taxes, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof of Expenses, judgments, fines, penalties or ERISA excise taxes to which the Indemnitee is not entitled.