Common use of Power to Indemnify in Actions, Suits or Proceedings Clause in Contracts

Power to Indemnify in Actions, Suits or Proceedings. Subject to Section 10.06, the Company shall indemnify any Covered Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative arising out of or incidental to the Business or by reason of such Person’s status as a Covered Person, against any and all losses, claims, expenses (including reasonable attorneys’ fees), costs, liabilities, damages, judgments, fines and amounts paid in settlement actually and reasonably incurred by such Covered Person in connection with such action, suit or proceeding; provided, however, that such Covered Person shall not be indemnified by the Company if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which such Covered Person is seeking indemnification hereunder, and taking into account the acknowledgments and agreements set forth in this Agreement, such Covered Person committed bad faith, fraud or willful misconduct or criminal wrongdoing. Any indemnification provided hereunder shall be satisfied solely out of the assets of the Company, as an expense of the Company. No Covered Person shall be subject to personal liability by reason of these indemnification provisions.

Power to Indemnify in Actions, Suits or Proceedings. Subject to Section 10.06, the Company shall indemnify any Covered Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative arising out of or incidental to the Business or by reason of the fact that such Person’s status as Person is a Covered PersonPerson (each, a “Proceeding”), against any and all losses, claims, expenses (including reasonable attorneys’ fees), costs, liabilities, damages, interest, judgments, fines and amounts paid in settlement actually and reasonably incurred by such Covered Person in connection with such action, suit or proceedingProceeding; provided, however, that such Covered Person shall not be indemnified by the Company if there has been a final and non-appealable non -appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which such Covered Person is seeking indemnification hereunder, and taking into account the acknowledgments and agreements set forth in this Agreement, such Covered Person committed bad faith, fraud fraud, willful or willful intentional misconduct or criminal wrongdoingwrongdoing (provided such Covered Person did not have a reasonable to believe his or its conduct was unlawful). Any indemnification provided hereunder shall be satisfied solely out of the assets of the CompanyCompany (including available insurance coverage, if any), as an expense of the Company. No Company and, accordingly, no Covered Person shall be subject to personal liability by reason of these indemnification provisions.

Power to Indemnify in Actions, Suits or Proceedings. Subject to Section 10.068.6, the Company shall indemnify any Covered Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative arising out of or incidental to the Business or by reason of the fact that such Person’s status as Person is a Covered PersonPerson (each, a “Proceeding”), against any and all losses, claims, expenses (including reasonable attorneys’ fees), costs, liabilities, damages, judgments, fines and amounts paid in settlement actually and reasonably incurred by such Covered Person in connection with such action, suit or proceedingProceeding; provided, however, that such Covered Person shall not be indemnified by the Company if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which such Covered Person is seeking indemnification hereunder, and taking into account the acknowledgments and agreements set forth in this Agreement, such Covered Person committed bad faith, fraud or willful or intentional misconduct or criminal wrongdoingwrongdoing or, in the case of an Officer (in such Person’s capacity as such), such Officer did not meet the applicable standard of conduct under Section 8.9(d). Any indemnification provided hereunder shall be satisfied solely out of the assets of the CompanyCompany (including available insurance coverage, as an expense of the Company. No Covered Person shall be subject to personal liability by reason of these indemnification provisions.if any),

Power to Indemnify in Actions, Suits or Proceedings. Subject to Section 10.069.06, the Company shall indemnify any Covered Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative arising out of or incidental to the Business or by reason of such Person’s status as a Covered Person, against any and all losses, claims, expenses (including reasonable attorneys’ fees), costs, liabilities, damages, judgments, fines and amounts paid in settlement actually and reasonably incurred by such Covered Person in connection with such action, suit or proceeding; provided, however, that such Covered Person shall not be indemnified by the Company if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which such Covered Person is seeking indemnification hereunder, and taking into account the acknowledgments and agreements set forth in this Agreement, such Covered Person committed bad faith, fraud or willful misconduct or criminal wrongdoing. Any indemnification provided hereunder shall be satisfied solely out of the assets of the Company, as an expense of the Company. No Covered Person shall be subject to personal liability by reason of these indemnification provisions.