Common use of Partial Indemnity, Etc Clause in Contracts

Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines, penalties and amounts paid in settlement of a Claim but not, however, for all of the total amount thereof, the Company will nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. In addition, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee will be indemnified against all Expenses incurred in connection therewith. In connection with any determination as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proof will be on the Company to establish that Indemnitee is not so entitled. The Company agrees to make any such determination, or to cause such determination to be made, as expeditiously as practicable.

Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines, penalties and amounts paid in settlement of a Claim but notnow, however, for all of the total amount thereof, the Company will shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. In additionMoreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee will shall be indemnified indemnified, to the extent permitted by law, against all Expenses incurred in connection therewithwith such Indemnifiable Event. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proof will shall, to the extent permitted by law, be on the Company to establish that Indemnitee is not so entitled. The Company agrees to make any such determination, or to cause such determination to be made, as expeditiously as practicable.

Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines, penalties and amounts paid in settlement of a Claim but not, however, for all of the total amount thereof, the Company will shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. In additionMoreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee will shall be indemnified against all Expenses incurred in connection therewith. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, hereunder the burden of proof will shall be on the Company to establish that Indemnitee is not so entitled. The Company agrees to make any such determination, or to cause such determination to be made, as expeditiously as practicable.

Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines, penalties Expenses and amounts paid in settlement Losses of a Claim but not, however, for all of the total amount thereof, the Company will shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. In additionMoreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an any Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee will shall be indemnified against all Expenses incurred in connection therewith. In connection with any determination Determination as to whether Indemnitee is entitled to be indemnified hereunder, hereunder the burden of proof will shall be on the Company to establish that Indemnitee is not so entitled. The Company agrees to make any such determination, or to cause such determination to be made, as expeditiously as practicable.

Partial Indemnity, Etc. If Indemnitee is entitled under any provision provisions of this Agreement to indemnification by the Company for of some or a portion of the Expenses, liabilities, judgments, fines, penalties and amounts paid in settlement of a Claim but not, however, for all of the total amount thereof, the Company will shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. In additionMoreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee will shall be indemnified against all Expenses incurred in connection therewith. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, hereunder the burden of proof will shall be on the Company to establish that Indemnitee is not so entitled. The Company agrees to make any such determination, or to cause such determination to be made, as expeditiously as practicable.

Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines, penalties and amounts paid in settlement of a Claim any Indemnifiable Loss but not, however, not for all of the total amount thereof, the Company will nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. In additionMoreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event Loss or in defense of any issue or matter therein, including without limitation dismissal without prejudice, Indemnitee will be indemnified against all Expenses incurred in connection therewith. In connection with any determination as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proof there will be on the Company to establish a presumption that Indemnitee is not so entitled. The , which presumption the Company agrees may overcome only by its adducing clear and convincing evidence to make any such determination, or to cause such determination to be made, as expeditiously as practicablethe contrary.

Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for of some or a portion of the Expenses, judgments, fines, penalties and amounts paid in settlement of a Claim Claim, but not, however, for all of the total amount thereof, the Company will shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. In additionMoreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee will shall be indemnified against all Expenses incurred in connection therewith. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, hereunder the burden of proof will shall be on the Company to establish that Indemnitee is not so entitled. The Company agrees to make any such determination, or to cause such determination to be made, as expeditiously as practicable.

Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines, penalties penalties, excise taxes and amounts paid or to be paid in settlement of a Claim but not, however, for all of the total amount thereof, the Company will shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. In additionMoreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including including, without limitation, dismissal without prejudice, Indemnitee will shall be indemnified presumed to be entitled to indemnification against any and all Expenses incurred Expenses, judgments, fines, penalties, excise taxes and amounts paid or to be paid in connection therewith. In settlement of such Claim or Claims in connection with any determination as made or to be made by Board Action, Arbitration or a court of competent jurisdiction whether and to what extent Indemnitee is entitled to be indemnified hereunder, and the burden of proof will shall be on the Company to establish that Indemnitee is not so entitled. The Company agrees to make any such determination, or to cause such determination to be made, as expeditiously as practicable.

Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines, penalties and amounts paid in settlement of a Claim any Indemnifiable Loss but not, however, not for all of the total amount thereof, the Company will nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. In additionMoreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event Loss or in defense of any issue or matter therein, including including, without limitation, dismissal without prejudice, Indemnitee will be indemnified against all Expenses incurred in connection therewith. In connection with any determination as to whether Indemnitee is entitled to be indemnified hereunder, there will be a presumption that Indemnitee is so entitled, and the burden of proof will shall, to the extent permitted by law, be on the Company to establish that Indemnitee is not so entitled. The Company agrees to make any such determination, or to cause such determination to be made, as expeditiously as practicable.

Partial Indemnity, Etc. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines, penalties Expenses and amounts paid in settlement Losses of a Claim but not, however, for all of the total amount thereof, the Company will shall nevertheless indemnify the Indemnitee for the portion thereof to which the Indemnitee is entitled. In additionMoreover, notwithstanding any other provision of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an any Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, the Indemnitee will shall be indemnified against all Expenses incurred in connection therewith. In connection with any determination Determination as to whether the Indemnitee is entitled to be indemnified hereunder, hereunder the burden of proof will shall be on the Company to establish that the Indemnitee is not so entitled. The Company agrees to make any such determination, or to cause such determination to be made, as expeditiously as practicable.

Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines, penalties and amounts paid in settlement of a Claim but not, however, for all of the total amount thereof, the Company will shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. In additionMoreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee will shall be indemnified indemnified, to the extent permitted by law, against all Expenses incurred in connection therewithwith such Indemnifiable Event. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proof will shall, to the extent permitted by law, be on the Company to establish that Indemnitee is not so entitled. The Company agrees to make any such determination, or to cause such determination to be made, as expeditiously as practicable.

Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines, penalties penalties, and amounts paid in settlement of a Claim but not, however, for all of the total amount thereof, the Company will shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. In additionMoreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims Claim relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee will shall be indemnified against all Expenses incurred in connection therewith. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proof will shall be on the Company to establish that Indemnitee is not so entitled. The Company agrees to make any such determination, or to cause such determination to be made, as expeditiously as practicable.

Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company Corporation for some or a portion of the Expenses, judgments, fines, penalties and amounts paid in settlement of a Claim but not, however, for all of the total amount thereof, the Company will Corporation shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. In additionMoreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee will shall be indemnified against all Expenses incurred in connection therewith. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, hereunder the burden of proof will shall be on the Company Corporation to establish that Indemnitee is not so entitled. The Company agrees to make any such determination, or to cause such determination to be made, as expeditiously as practicable.

Partial Indemnity, Etc. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company Corporation for some or a portion of the Expenses, judgments, fines, penalties penalties, and amounts paid in settlement of a Claim but not, however, for all of the total amount thereof, the Company will Corporation shall nevertheless indemnify the Indemnitee for the portion thereof to which the Indemnitee is entitled. In additionMoreover, notwithstanding any other provision of this Agreement, to the extent that the Indemnitee has been successful on the merits or otherwise in defense of any or all Claims Claim relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, the Indemnitee will shall be indemnified against all Expenses incurred in connection therewith. In connection with any determination by the Reviewing Party or otherwise as to whether the Indemnitee is entitled to be indemnified hereunder, the burden of proof will shall be on the Company Corporation to establish that the Indemnitee is not so entitled. The Company agrees to make any such determination, or to cause such determination to be made, as expeditiously as practicable.

Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines, penalties and amounts paid in settlement of a Claim but not, however, for all of the total amount thereof, the Company will shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. In additionMoreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee will shall be indemnified against all Expenses incurred in connection therewith. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proof will shall be on the Company to establish that Indemnitee is not so entitled. The Company agrees to make any such determination, or to cause such determination to be made, as expeditiously as practicable.

Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgmentsjudgements, fines, penalties and amounts paid in settlement of a Claim but not, however, for all of the total amount thereof, the Company will shall nevertheless indemnify Indemnitee for the portion thereof thereto to which Indemnitee is entitled. In additionMoreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee will shall be indemnified indemnified, to the extent permitted by law, against all Expenses incurred in connection therewithwith such Indemnifiable Event. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proof will shall, to the extent permitted by law, be on the Company to establish that Indemnitee is not so entitled. The Company agrees to make any such determination, or to cause such determination to be made, as expeditiously as practicable7.

Partial Indemnity, Etc. If Indemnitee is entitled ---------------------- under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines, penalties and amounts paid in settlement of a Claim but not, however, for all of the total amount thereof, the Company will shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. In additionMoreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee will shall be indemnified against all Expenses incurred in connection therewith. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, hereunder the burden of proof will shall be on the Company to establish that Indemnitee is not so entitled. The Company agrees to make any such determination, or to cause such determination to be made, as expeditiously as practicable.

Partial Indemnity, Etc. If Subject to Section 10, if Indemnitee is entitled under any provision provisions of this Agreement to indemnification by the Company for of some or a portion of the Expenses, liabilities, judgments, fines, penalties and amounts paid in settlement of a Claim but not, however, for all of the total amount thereof, the Company will shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. In additionMoreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee will shall be indemnified against all Expenses incurred in connection therewith. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, hereunder the burden of proof will shall be on the Company to establish that Indemnitee is not so entitled. The Company agrees to make any such determination, or to cause such determination to be made, as expeditiously as practicable.

Partial Indemnity, Etc. If Indemnitee is ---------- ----------------------- entitled under any provision provisions of this Agreement to indemnification by the Company for of some or a portion of the Expenses, liabilities, judgments, fines, penalties and amounts paid in settlement of a Claim but not, however, for all of the total amount thereof, the Company will shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. In additionMoreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee will shall be indemnified against all Expenses incurred in connection therewith. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, hereunder the burden of proof will shall be on the Company to establish that Indemnitee is not so entitled. The Company agrees to make any such determination, or to cause such determination to be made, as expeditiously as practicable.

Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines, penalties and amounts paid in settlement of a Claim any Indemnifiable Loss but not, however, not for all of the total amount thereof, the Company will nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. In additionMoreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event Loss or in defense of any issue or matter therein, including including, without limitation, dismissal without prejudice, Indemnitee will be indemnified against all Expenses incurred in connection therewith. In connection with any determination as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proof there will be on the Company to establish a presumption that Indemnitee is not so entitled. The , which presumption the Company agrees may overcome only by its adducing clear and convincing evidence to make any such determination, or to cause such determination to be made, as expeditiously as practicablethe contrary.

Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company Corporation for some or a portion of the Expenses, judgments, fines, penalties and amounts paid in settlement of a Claim Proceeding but not, however, for all of the total amount thereof, the Company will Corporation shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. In additionMoreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims Proceedings relating in whole or in part to an Indemnifiable Event or Indemnitee’s Corporate Capacity or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee will shall be indemnified against all Expenses incurred in connection therewith. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, hereunder the burden of proof will shall be on the Company Corporation to establish that Indemnitee is not so entitled. The Company agrees to make any such determination, or to cause such determination to be made, as expeditiously as practicable.

Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines, penalties and amounts paid in settlement of a Claim any Indemnifiable Loss but not, however, not for all of the total amount thereof, the Company will nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. In additionMoreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event Loss or in defense of any issue or matter therein, including without limitation dismissal without prejudice, Indemnitee will be indemnified against all Expenses incurred in connection therewith. In connection with any determination as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proof there will be on the Company to establish a presumption that Indemnitee is not so entitled. The , which presumption the Company agrees may overcome only by its proffering clear and convincing evidence to make any such determination, or to cause such determination to be made, as expeditiously as practicablethe contrary.

Partial Indemnity, Etc. If Indemnitee is entitled under any provision ----------------------- of this Agreement to indemnification by the Company Corporation for some or a portion of the Expenses, judgments, fines, penalties and amounts paid in settlement of a Claim but not, however, for all of the total amount thereof, the Company Corporation will nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. In additionMoreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee will be indemnified against all Expenses incurred in connection therewith. In connection with any determination as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proof will be on the Company Corporation to establish that Indemnitee is not so entitled. The Company agrees to make any such determination, or to cause such determination to be made, as expeditiously as practicable.

Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification indem­nification by the Company for some or a portion of the Expenses, judgments, fines, penalties Expenses and amounts paid in settlement Losses of a Claim but not, however, for all of the total amount thereof, the Company will shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee Indem­nitee is entitled. In additionMoreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable any Indem­nifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee will shall be indemnified against all Expenses incurred in connection therewith. In connection with any determination Determination as to whether Indemnitee is entitled to be indemnified hereunder, hereunder the burden of proof will shall be on the Company to establish that Indemnitee is not so entitled. The Company agrees to make any such determination, or to cause such determination to be made, as expeditiously as practicable.

Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines, penalties Losses and amounts paid in settlement Expenses of a Claim but not, however, for all of the total amount thereof, the Company will shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. In additionMoreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an any Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee will shall be indemnified against all Expenses incurred in connection therewith. In connection with any determination Determination as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proof will shall be on the Company to establish that Indemnitee is not so entitled. The Company agrees to make any such determination, or to cause such determination to be made, except as expeditiously as practicableotherwise provided in Section 12(a).

Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, liabilities, damages, losses, judgments, fines, penalties and amounts paid in settlement of a Claim but not, however, for all of the total amount thereof, the Company will shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. In additionMoreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee will shall be indemnified against all Expenses incurred in connection therewith. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proof will shall be on the Company to establish that Indemnitee is not so entitled. The Company agrees to make any such determination, or to cause such determination to be made, as expeditiously as practicable.

Partial Indemnity, Etc. (i) If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company ABI for some or a portion of the Expenses, judgments, fines, penalties and amounts paid in settlement of a Claim but not, however, for all of the total amount thereof, the Company will ABI shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. In addition, notwithstanding . (ii) Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee will shall be indemnified against all Expenses incurred in connection therewith. . (iii) In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proof will shall be on the Company ABI to establish that Indemnitee is not so entitled. The Company agrees to make any such determination, or to cause such determination to be made, as expeditiously as practicable.

Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines, penalties and amounts paid in settlement of a Claim but not, however, for all of the total amount thereof, the Company will shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. In additionMoreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee will shall be indemnified against all Expenses incurred in connection therewith. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, hereunder the burden of proof will shall be on the Company to establish that Indemnitee is not so entitled. The Company agrees to make any such determination, or to cause such determination to be made, as expeditiously as practicable7.

Partial Indemnity, Etc. If Indemnitee is entitled under un­der any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines, penalties and amounts paid in settlement of a Claim but not, however, for all of the total amount thereof, the Company will shall nevertheless indemnify Indemnitee Indemni­tee for the portion thereof to which Indemnitee is entitled. In additionMoreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise oth­erwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee will shall be indemnified indemni­fied, to the extent permitted by law, against all Expenses incurred in connection therewithwith such Indemnifiable Event. In connection with any determination de­termination by the Reviewing Party or otherwise as to whether Indemnitee Indem­nitee is entitled to be indemnified hereunder, the burden of proof will shall, to the extent permitted by law, be on the Company to establish that Indemnitee is not so entitled. The Company agrees to make any such determination, or to cause such determination to be made, as expeditiously as practicable.​

Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines, penalties penalties, and amounts paid in settlement of a Claim but not, however, for all of the total amount thereof, the Company will nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. In additionMoreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee will be indemnified against all Expenses incurred in connection therewith. In connection with any determination as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proof will be on the Company to establish that Indemnitee is not so entitled. The Company agrees to make any such determination, or to cause such determination to be made, as expeditiously as practicable.

Partial Indemnity, Etc. If Indemnitee is entitled under any provision of ---------------------- this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines, penalties and amounts paid in settlement of a Claim any Indemnifiable Loss but not, however, not for all of the total amount thereof, the Company will nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. In additionMoreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event Loss or in defense of any issue or matter therein, including without limitation dismissal without prejudice, Indemnitee will be indemnified against all Expenses incurred in connection therewith. In connection with any determination as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proof there will be on the Company to establish a presumption that Indemnitee is not so entitled. The , which presumption the Company agrees may overcome only by its adducing clear and convincing evidence to make any such determination, or to cause such determination to be made, as expeditiously as practicablethe contrary.

Partial Indemnity, Etc. If Indemnitee is entitled under any provision provisions of this Agreement to indemnification by the Company for of some or a portion of the Expenses, judgments, fines, penalties Liabilities and other amounts paid in settlement of a Claim but not, however, for all of the total amount thereof, the Company will shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. In additionMoreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee will shall be indemnified against all Expenses incurred in connection therewith. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, hereunder the burden of proof will shall be on the Company to establish that Indemnitee is not so entitled. The Company agrees to make termination of any such determinationClaim, issue or to cause such determination matter by settlement, entry of a plea of nolo contendere or by dismissal, with or without prejudice, shall be deemed to be madea successful result for Indemnitee as to such Claim, as expeditiously as practicableissue or matter.

Partial Indemnity, Etc. If Indemnitee is entitled under any provision provisions of this Agreement to indemnification by the Company for of some or a portion (including following the application of the severability provisions of Section 16) of the Expenses, liabilities, damages, losses, judgments, fines, penalties and amounts paid in settlement of a Claim but not, however, for all of the total amount thereof, the Company will shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. In additionMoreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee will shall be indemnified against all Expenses incurred in connection therewith. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, hereunder the burden of proof will shall be on the Company to establish that Indemnitee is not so entitled. The Company agrees to make any such determination, or to cause such determination to be made, as expeditiously as practicable.

Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgmentsjudgements, fines, penalties and amounts paid in settlement of a Claim but not, however, for all of the total amount thereof, the Company will shall nevertheless indemnify Indemnitee for the portion thereof thereto to which Indemnitee is entitled. In additionMoreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee will shall be indemnified indemnified, to the extent permitted by law, against all Expenses incurred in connection therewithwith suchIndemnifiable Event. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proof will shall, to the extent permitted by law, be on the Company to establish that Indemnitee is not so entitled. The Company agrees to make any such determination, or to cause such determination to be made, as expeditiously as practicable7.

Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company Trust for some or a portion of the Expenses, judgments, fines, penalties and amounts paid in settlement of a Claim but not, however, for all of the total amount thereof, the Company Trust will nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. In addition, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee will be indemnified against all Expenses incurred in connection therewith. In connection with any determination as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proof will be on the Company Trust to establish that Indemnitee is not so entitled. The Company Trust agrees to make any such determination, or to cause such determination to be made, as expeditiously as practicable.

Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgmentsjudgements, fines, penalties and amounts paid in settlement of a Claim but not, however, for all of the total amount thereof, the Company will shall nevertheless indemnify Indemnitee for the portion thereof thereto to which Indemnitee is entitled. In additionMoreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee will shall be indemnified indemnified, to the extent permitted by law, against all Expenses incurred in connection therewithwith such Indemnifiable Event. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proof will shall, to the extent permitted by law, be on the Company to establish that Indemnitee is not so entitled. The Company agrees to make any such determination, or to cause such determination to be made, as expeditiously as practicable.

Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines, penalties and amounts paid in settlement of a Claim but not, however, not for all of the total amount thereof, the Company will shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. In additionMoreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims Claim relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee will shall be indemnified against all Expenses incurred in connection therewith. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, hereunder the burden of proof will shall be on the Company to establish that Indemnitee is not so entitled. The Company agrees to make any such determination, or to cause such determination to be made, as expeditiously as practicable.