Common use of Partial Indemnification Clause in Contracts

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses in the investigation, defense, appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigation, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses or Liabilities actually or reasonably incurred by Indemnitee in the investigation, defense, appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigationProceeding, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses and Liabilities to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification or to receive advancement by the Company for some or a portion of Expenses the Expenses, judgments, fines, penalties or amounts paid in the investigationsettlement actually and reasonably incurred by Indemnitee (or on his behalf) in connection with such Proceeding, defenseor any claim, appeal issue or settlement of any civil or criminal action, suit, proceeding, inquiry or investigationmatter therein, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company Companies for some or a portion of Expenses any Expenses, losses, liabilities, judgments, fines, penalties and amounts paid in the investigation, defense, appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigationincurred by Indemnitee, but not, however, not for all of the total amount thereof, the Company Companies shall nevertheless indemnify Indemnitee for the portion of such Expenses to which Indemnitee is entitledportion.

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

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Expenses actually and reasonably incurred by Indemnitee in the investigation, defense, settlement or appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigationa Proceeding, but not, however, is precluded by applicable law or the specific terms of this Agreement to indemnification for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any of the Expenses in connection with the investigation, defense, appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigationClaim, but not, however, not for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the such portion of such Expenses to which Indemnitee is entitledthe Expenses.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Expenses actually and reasonably incurred by Indemnitee in the investigation, defense, settlement, or appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigationa Proceeding, but not, however, is precluded by applicable law or the specific terms of this Agreement to indemnification for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses incurred by him or her in the investigation, defense, settlement or appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigation, a Proceeding but notnot entitled, however, to indemnification for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses thereof to which Indemnitee is 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 Expenses in the investigation, defense, appeal any expenses or settlement liabilities of any civil or criminal action, suit, proceeding, inquiry or investigationtype whatsoever (including, but notnot limited to, judgments, fines or penalties), but is not entitled, however, to indemnification for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such Expenses thereof to which the Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision ----------------------- of this Agreement to indemnification by the Company for some or a portion of Expenses in the investigation, defense, appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigation, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses to which Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some a part, but not the total amount, of any Expenses or a portion Liabilities of Expenses any type whatsoever incurred by him in the investigation, defense, settlement or appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigation, but not, however, for all of the total amount thereofa Proceeding, the Company shall nevertheless indemnify the Indemnitee only for the portion of such Expenses amount to which the Indemnitee is entitledentitled as indemnification hereunder.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses the Expenses, judgments, fines or penalties actually or reasonably incurred by him in the investigation, defense, appeal or settlement of any civil or criminal action, suit, action or proceeding, inquiry or investigation, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses Expenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigationProceeding, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification or to receive advancement by the Company for some or a portion of Expenses the Expenses, judgments, fines or amounts paid in settlement actually and reasonably incurred by Indemnitee in the investigation, defense, appeal appeal, settlement or settlement other disposition of any civil or criminal action, suit, proceeding, inquiry or investigation, Proceeding but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses the expenses, judgments, fines, penalties or ERISA excise taxes actually or reasonably incurred by him in the investigation, defense, appeal or settlement of any civil or criminal action, suit, action or proceeding, inquiry or investigation, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses expenses, judgments, fines, penalties or ERISA excise taxes to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any ----------------------- provision of this Agreement to indemnification by the Company for some or a portion of Expenses in the investigation, defense, appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigation, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, and amounts paid in settlement) incurred by him or her in the investigation, defense, settlement or appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigation, a Proceeding but notnot entitled, however, to indemnification for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company Corporation for some or a any portion of Expenses or Liability incurred in the investigation, defense, appeal or settlement of connection with any civil or criminal action, suit, proceeding, inquiry or investigationProceeding, but not, however, not for all of the total amount thereofExpenses or Liability incurred in connection with any Proceeding, the Company Corporation shall nevertheless indemnify Indemnitee for the portion of such Expenses and Liability to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification or to receive advancement by the Company for some or a portion of Expenses the Expenses, judgments, fines or amounts paid in settlement actually and reasonably incurred by Indemnitee in the investigation, defense, appeal appeal, settlement or settlement other disposition of any civil or criminal action, suit, proceeding, inquiry or investigation, Proceeding but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement Deed to indemnification be Indemnified by the Company for some or a portion of Expenses or Awards incurred in the investigationconnection with, defenseor with respect to, appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigationClaim, but not, however, for all of the total amount thereof, the Company shall shall, to the fullest extent permitted by applicable law, nevertheless indemnify Indemnify Indemnitee for the portion of such Expenses or Awards to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses the Expenses, judgments, fines or penalties actually or reasonably incurred in the investigation, defense, appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigationProceeding, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses expenses, judgments, fines or penalties to which Indemnitee is 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 or penalties), actually and reasonably incurred by him in the investigation, defense, settlement or appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigation, a Proceeding but notis not entitled, however, to indemnification for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such Expenses thereof to which the Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement or otherwise to indemnification by the Company for some or a portion of the Expenses or Losses incurred by or on behalf of Indemnitee in the investigationconnection with a Proceeding or any claim, defenseissue or matter therein, appeal in whole or settlement of any civil or criminal action, suit, proceeding, inquiry or investigation, but not, however, for all of the total amount thereofin part, the Company shall nevertheless shall, to the fullest extent permitted by law, indemnify Indemnitee for to the portion of such Expenses fullest extent to which Indemnitee is entitledentitled to such 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 the Expenses or Losses actually and reasonably incurred by Indemnitee in the investigation, defense, appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigation, Proceeding but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such Expenses and Losses to which the Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses any expenses actually and reasonably incurred by Indemnitee in the investigation, defense, settlement, or appeal or settlement of any civil or criminal action, suit, a proceeding, inquiry but is precluded by applicable law or investigation, but not, however, the specific terms of this Agreement to indemnification for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses actually or reasonably incurred by him in the investigation, defense, appeal or settlement of any civil or criminal action, suit, action or proceeding, inquiry or investigation, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses to which Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification indemnification, exoneration or hold harmless rights by the Company for some or a portion of Expenses incurred in the investigation, defense, appeal or settlement of connection with any civil or criminal action, suit, proceeding, inquiry or investigationClaim, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify indemnify, exonerate or hold harmless the Indemnitee for the portion of such Expenses to which the Indemnitee is 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 Expenses any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines or penalties) actually and reasonably incurred by him in the investigation, defense, settlement or appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigation, a proceeding but notis not entitled, however, to indemnification for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such Expenses thereof to which the Indemnitee is 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 Expenses in the investigation, defense, appeal any expenses or settlement liabilities of any civil or criminal action, suit, proceeding, inquiry or investigationtype whatsoever (including, but notnot limited to, judgments, fines or penalties), but is not entitled, however, to indemnification for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such Expenses thereof to which the Indemnitee is entitled, which shall be reasonably determined in good faith by the Company’s Board of Directors.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses any expenses actually and reasonably incurred by Indemnitee in the investigation, defense, settlement or appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigationa Proceeding, but not, however, is precluded by applicable law or the specific terms of this Agreement to indemnification for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses actually or reasonably incurred by him in the investigation, defense, appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigationClaim, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses Expenses, actually and reasonably incurred by Indemnitee in the investigation, defense, appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigationa Proceeding, but not, however, is precluded by applicable law or the specific terms of this Agreement to indemnification for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses reasonably incurred by Indemnitee in the investigation, defense, appeal or settlement of any civil or criminal action, suitarbitration, or any other proceeding, inquiry or investigation, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses in the investigation, defense, appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigationClaim, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some claims, issues or matters related to a proceeding, but not as to other claims, issues or matters, or for some or a portion of Expenses the expenses in the investigation, defense, appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigation, but not, however, not for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses claims, issues or matters or expenses to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses any expenses actually and reasonably incurred by Indemnitee in the investigationinvestigating, defensedefending, appeal responding to, settling or settlement of any civil or criminal action, suit, appealing a proceeding, inquiry but is precluded by applicable law or investigation, but not, however, the specific terms of this Agreement to indemnification for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses thereof to which Indemnitee is 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 incurred by the Indemnitee in the investigation, defense, settlement or appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigationa Proceeding, but notnot entitled, however, to indemnification for all of the total amount thereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion of such Expenses thereof to which the Indemnitee is not entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses the Expenses, judgments, fines or penalties actually or reasonably incurred in the investigation, defense, appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigationProceeding, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses Expenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company Corporation for some or a portion of Expenses the Losses actually or reasonably incurred by Indemnitee in the investigation, defense, appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigationProceeding, but not, however, for all of the total amount thereof, the Company Corporation shall nevertheless indemnify Indemnitee for the portion of such Expenses to which Indemnitee is entitledindemnifiable claim or expense hereunder.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses the Expenses, judgments, fines, penalties, settlements or other amounts actually or reasonably incurred by the Indemnitee in the investigation, defense, appeal or settlement of of, or otherwise in connection with, any civil or criminal action, suit, proceeding, inquiry or investigationProceeding, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for that portion for which the portion of such Expenses to which Indemnitee is 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 Expenses any expenses, judgments, fines or penalties, actually and reasonably incurred by him in the investigation, defense, appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigation, a proceeding but notis not entitled, however, to indemnification for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such Expenses thereof to which the Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses the Expenses, judgments or fines incurred by him in the investigation, defense, settlement or appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigation, a Proceeding but notnot entitled, however, to indemnification for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses in the investigationany liability (including judgments, defensesettlements, appeal penalties, fines (including excise taxes assessed with respect to an employee benefit plan), interest or settlement of any civil or criminal action, suit, proceeding, inquiry or investigation, reasonable expenses (including attorney’s fees)) actually incurred by him but not, however, not entitled to indemnification for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the such portion of such Expenses thereof to which Indemnitee is 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 Expenses the Expenses, judgments or fines incurred by him in the investigation, defense, settlement or appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigation, a Proceeding but notnot entitled, however, to indemnification for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such Expenses thereof to which the Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses (in the investigation, defense, appeal case of a Type 1 Indemnifiable Event) or settlement Defense Costs (in the case of any civil or criminal action, suit, proceeding, inquiry or investigationa Type 2 Indemnifiable Event), but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement Deed to indemnification for, or to receive advancement by the Company for some or a portion of Expenses of, the Expenses, judgments, fines or amounts paid in settlement actually and reasonably incurred by Indemnitee in the investigation, defense, appeal appeal, settlement or settlement other disposition of any civil or criminal action, suit, proceeding, inquiry or investigationProceeding, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company Corporation for some or a portion of the Expenses actually and reasonably incurred by Indemnitee in the investigation, defense, appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigation, Proceeding but not, however, for all of the total amount thereof, the Company Corporation shall nevertheless indemnify Indemnitee for the portion of such Expenses to which Indemnitee is 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 Expenses any expenses or liabilities of any type whatsoever incurred by him or her in the investigation, defense, resolution or appeal or settlement of any civil or criminal action, suit, a proceeding, inquiry or investigation, but notnot entitled, however, to indemnification for all of the total amount thereofhereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion of such Expenses hereof to which the Indemnitee is not entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses any expenses or liabilities incurred by Indemnitee in the investigation, defense, settlement, or appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigationa Proceeding, but not, however, is not entitled to indemnification for all of the total amount thereofof the expenses or liabilities, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses expenses or liabilities to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses the Expenses, judgments, fines or penalties actually or reasonably incurred by him in the investigation, defense, appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigationProceeding, but not, however, not for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses Expenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses expenses, judgments, finds or penalties actually or reasonably incurred by him in the investigation, defense, appeal or settlement of any civil or criminal action, suit, suit or proceeding, inquiry or investigation, but not, however, for all of the total amount thereof, thereof the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses expenses, judgments, finds or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses the expenses, judgments, fines or penalties actually or reasonably incurred in the investigation, defense, appeal or settlement of any civil or criminal action, suit, suit or proceeding, inquiry or investigation, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses expenses, judgments,fines or penalties to which Indemnitee is 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 Expenses any expenses incurred by the Indemnitee in the investigation, defense, settlement or appeal or settlement of any civil or criminal action, suit, a proceeding, inquiry or investigation, but notnot entitled, however, to indemnification for all of the total amount thereofhereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion of such Expenses hereof to which the Indemnitee is not entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses the expenses, judgments, fines, settlements or other amounts actually and reasonably incurred by Indemnitee in the investigation, defense, appeal or settlement of connection with any civil or criminal action, suit, proceeding, inquiry or investigationProceeding, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses expenses, judgments, fines, settlements or other amounts to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company Entities for some or a portion of Expenses any Expenses, losses, liabilities, judgments, fines, penalties and amounts paid in the investigation, defense, appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigationincurred by Indemnitee, but not, however, not for all of the total amount thereof, the Company Entities shall nevertheless jointly and severally indemnify Indemnitee for the portion of such Expenses to which Indemnitee is entitledportion.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement Deed to indemnification by the Company for or to receive advancement by the Company in each case for, some or a portion of Expenses in the investigationof, defense, appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigationExpenses, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee Indemnitee, and to the extent applicable advancement of Expenses, for the portion of such Expenses to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses the expenses, judgments, fines or penalties actually or reasonably incurred in the investigation, defense, appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigationProceeding, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses expenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If In the event that Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses in but less than the investigation, defense, appeal or settlement entire amount of any civil Expenses, judgments, fines, penalties and/or amounts paid or criminal action, suit, proceeding, inquiry or investigation, but not, however, for all of the total amount thereofpayable in settlement, the Company shall nevertheless fully indemnify Indemnitee in accordance with this Agreement for the such portion of such Expenses to which Indemnitee is entitledExpenses, judgments, fines, penalties and/or amounts paid in settlement.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses or Liabilities actually and reasonably incurred by the Indemnitee in the investigation, defense, appeal appeal, or settlement of any civil or criminal action, suit, proceeding, inquiry or investigation, Proceeding but not, however, for all of the total amount thereofof the Indemnitee’s Expenses or Liabilities, the Company shall nevertheless indemnify the Indemnitee for the portion of such Expenses and Liabilities to which the Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses any expenses actually and reasonably incurred by Indemnitee in the investigation, defense, settlement, judgment or appeal or settlement of any civil or criminal action, suit, a proceeding, inquiry but is precluded by applicable law or investigation, but not, however, the specific terms of this Agreement to indemnification for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses the Expenses, judgments, fines or penalties actually and reasonably incurred by him in the investigation, defense, appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigation, Claim but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses Expenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses the cost, charges and expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in the investigation, defense, appeal or settlement of any civil or criminal action, such suit, proceeding, inquiry action or investigation, proceeding but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for as to the portion of such Expenses thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company Companies for some or a portion of Expenses any Expenses, losses, liabilities, judgments, fines, penalties and amounts paid in the investigation, defense, appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigationincurred by Indemnitee, but not, however, not for all of the total amount thereof, the Company Companies shall nevertheless jointly and severally indemnify Indemnitee for the portion of such Expenses to which Indemnitee is entitledportion.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses in the investigationany liability (including judgments, defensesettlements, appeal penalties, fines (including excise taxes assessed with respect to any employee benefit plan), interest or settlement of any civil reasonable expenses (including attorneys' fees)) actually incurred by him or criminal action, suit, proceeding, inquiry or investigation, her but not, however, not entitled to indemnification for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the such portion of such Expenses thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses the expenses, judgments, fines or penalties incurred by him in the investigation, defense, appeal or settlement of any civil or criminal action, suit, action or proceeding, inquiry or investigation, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses expenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses the Damages incurred by or for him in the investigation, defense, appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigation, such Action but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for against the portion of such Expenses thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Liabilities or Expenses actually incurred in connection with any Proceeding (including a Proceeding brought by or on behalf of the investigation, defense, appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigationCompany), but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Liabilities and Expenses actually incurred by or on behalf of Indemnitee to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision provisions of this Agreement to indemnification by the Company for some or a portion of Expenses the Expenses, judgments and fines actually and reasonably incurred by Indemnitee in the investigation, defense, appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigation, Proceeding but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses those Expenses, judgments or fines to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses any expenses actually and reasonably incurred by Indemnitee in the investigation, defense, settlement or appeal or settlement of any civil or criminal action, suit, a proceeding, inquiry but is precluded by applicable law or investigation, but not, however, the specific terms of this Agreement from obtaining indemnification for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any ----------------------- provision of this Agreement to indemnification by the Company for some or a portion of Expenses in the investigationany liability (including judgments, defensesettlements, appeal penalties, fines (including excise taxes assessed with respect to an employee benefit plan), interest or settlement of any civil or criminal action, suit, proceeding, inquiry or investigation, reasonable expenses (including attorney's fees)) actually incurred by him but not, however, not entitled to indemnification for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the such portion of such Expenses thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses any expenses actually and reasonably incurred by Indemnitee in the investigation, defense, settlement or appeal or settlement of any civil or criminal action, suit, a proceeding, inquiry but is precluded by applicable law or investigation, but not, however, the specific terms of this Agreement from indemnification for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses the expenses, judgments, fines or penalties actually or reasonably incurred by him in the investigation, defense, appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigationAction, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses expenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses Expenses, liability, or losses actually and reasonably incurred by Indemnitee in the an investigation, defense, appeal appeal, or settlement of any civil or criminal action, suit, proceeding, inquiry or investigationsettlement, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses Expenses, liabilities or losses to which Indemnitee is entitledactually and reasonably incurred in connection thereof.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses any expenses or liabilities of any type whatsoever incurred by him in the investigation, defense, settlement or appeal or settlement of any civil or criminal action, suit, a proceeding, inquiry or investigation, but notnot entitled, however, to indemnification for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion of such Expenses 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 Expenses any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines or penalties) actually and reasonably incurred by him or her in the investigation, defense, settlement or appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigation, a proceeding but notis not entitled, however, to indemnification for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such Expenses thereof to which the Indemnitee is entitled. 6.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and Liabilities actually incurred by him or her in the investigation, defense, appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigation, Proceeding but not, however, for all of not the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses and Liabilities to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses the expenses, judgments, fines or settlements actually or reasonably incurred by Indemnitee in the investigationinvestiga­tion, defense, appeal or settlement of any civil or criminal action, suit, suit or proceeding, inquiry or investigation, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses expenses, judgments, fines or settlements to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision ------------------------ of this Agreement to indemnification by the Company for some or a portion of Expenses in the investigation, defense, appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigation, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification for, or to receive advancement by the Company for some or a portion of Expenses of, the Expenses, judgments, fines or amounts paid in settlement actually and reasonably incurred by Indemnitee in the investigation, defense, appeal appeal, settlement or settlement other disposition of any civil or criminal action, suit, proceeding, inquiry or investigationProceeding, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses thereof to which Indemnitee is entitled.

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

Partial Indemnification. If any Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a any portion of Expenses incurred, or judgments, fines, penalties and amounts paid in settlement (if, and only if, such settlement is approved in advance by the investigationCompany, defense, appeal or settlement of which approval shall not be unreasonably withheld) in connection with any civil or criminal action, suit, proceeding, inquiry or investigationClaim, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses expenses to which such Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled entitle under any provision of this Agreement to indemnification by the Company for some or a portion of any Expenses actually and reasonably incurred by Indemnitee in the investigation, defense, settlement or appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigationa Claim, but not, however, is precluded by applicable law or some portion of this Agreement to indemnification for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses thereof to which Indemnitee is entitled.

Partial Indemnification. If an Indemnitee is entitled under any provision of this Agreement to ----------------------- indemnification by the Company Corporation for some or a portion of Expenses Expenses, liabilities, or losses actually and reasonably incurred by Indemnitee in the an investigation, defense, appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigation, but not, however, for all of the total amount thereof, the Company Corporation shall nevertheless indemnify Indemnitee for the portion of such Expenses Expenses, liabilities or losses to which Indemnitee is 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 the Expenses or Liabilities actually and reasonably incurred by the Indemnitee in the investigation, defense, appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigation, Proceeding but not, however, for all of the total amount thereofof the Indemnitee’s Expenses or Liabilities, the Company shall nevertheless indemnify the Indemnitee for the portion of such Expenses and Liabilities to which the Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses the expenses, judgments, fines or settlements actually or reasonably incurred by Indemnitee in the investigation, defense, appeal or settlement of any civil or criminal action, suit, suit or proceeding, inquiry or investigation, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses expenses, judgments, fines or settlements to which Indemnitee is 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 Expenses any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines or penalties) actually incurred by him in the investigation, defense, settlement or appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigation, a proceeding but notis not entitled, however, to indemnification for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such Expenses thereof to which the Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses incurred in the investigation, defense, appeal connection with a Proceeding or settlement of any civil or criminal action, suit, proceeding, inquiry or investigation, Investigative Activity but not, however, not for all of the total amount thereofof such Expenses, then the Company nevertheless shall nevertheless indemnify Indemnitee for the portion of such Expenses to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and Liabilities actually and reasonably incurred by Indemnitee or on Indemnitee's behalf in the investigation, defense, appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigationProceeding, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and Liabilities actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigationProceeding, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses the expenses, judgments, fines or penalties actually or reasonably incurred in the investigation, defense, appeal or settlement of any civil or criminal action, suit, suit or proceeding, inquiry or investigation, but not, however, for all of the total Exhibit 10.38 - 4 amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses expenses, judgments, fines or penalties to which Indemnitee is 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 Expenses in the investigationExpenses, defensejudgments, appeal fines, right to indemnification under this Agreement or settlement of any civil other statute or criminal action, suit, proceeding, inquiry law or investigationotherwise as required under applicable corporate law, but not, however, for all such indemnification or advancement of the total amount thereof, expenses may be provided by the Company shall nevertheless indemnify Indemnitee for in specific cases if the portion Board of such Expenses Directors finds it to which Indemnitee is entitled.be appropriate;

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses the expenses, judgments, fines or penalties actually or reasonably incurred by him in the investigation, defense, appeal or settlement of any civil or criminal action, suit, action or proceeding, inquiry or investigation, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses to which Indemnitee is entitled.shall

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses the Indemnitee’s Indemnified Losses in the investigation, defense, appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigation, Action but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the that portion of such Expenses to which the Indemnitee is 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 the Expenses or Liabilities actually and reasonably incurred by the Indemnitee in the investigation, defense, appeal appeal, or settlement of any civil or criminal action, suit, proceeding, inquiry or investigation, Proceeding but not, however, for all of the total amount thereofof the Indemnitee's Expenses or Liabilities, the Company shall nevertheless indemnify the Indemnitee for the portion of such Expenses and Liabilities to which the Indemnitee is 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 Expenses any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines or penalties), actually and reasonable incurred by him in the investigation, defense, settlement or appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigation, a proceeding but notis not entitled, however, to indemnification for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such Expenses thereof to which the Indemnitee is 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 incurred by the Indemnitee in the investigation, defense, settlement or appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigation, a Proceeding but notnot entitled, however, to indemnification for all of the total amount thereofof the Expenses, the Company shall nevertheless only indemnify the Indemnitee for the such portion of such Expenses to which the Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses the expenses, judgments, fines or penalties actually or reasonably incurred in the investigation, defense, appeal or settlement of any civil or criminal action, suit, suit or proceeding, inquiry or investigation, but not, however, for all of the total Exhibit 10.37 - 4 amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses expenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of by this ----------------------- Agreement to indemnification by the Company for some or a portion of the Expenses incurred in the investigation, defense, appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigationProceeding, but not, however, not for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses Expenses, judgments, fines or penalties to which Indemnitee is 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 Expenses any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines or penalties) actually and reasonably incurred by him in the investigation, defense, settlement or appeal or settlement of any civil or criminal action, suit, proceeding, inquiry or investigation, a Proceeding but notis not entitled, however, to indemnification for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such Expenses thereof to which the Indemnitee is entitled.