Common use of Right to additional Indemnification Clause in Contracts

Right to additional Indemnification. Pursuant to Section 145(f) of the General Corporation Law of the State of Delaware (the "GCL"), without limiting any right which the Indemnitee may have pursuant to Section 2 hereof, the Certificate, the Bylaws, the GCL, any policy of insurance or otherwise, but subject to the limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by this Section 3(a), the Company shall indemnify the Indemnitee against any amount which he is or becomes legally obligated to pay relating to or arising out of any claim made against him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which he commits, suffers, permits or acquiesces in while acting in his capacity as a director, an officer, an employee or agent of the Company, or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether prior to or after the date of this Agreement and whether or not the basis of the claim is alleged action or inaction in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent of the Company. The payments which the Company is obligated to make pursuant to this Section 3 shall include without limitation (i) damages, judgments, settlements (in accordance with Section 6(d) of this Agreement), fines and similar penalties, and excise taxes and penalties assessed on a person with respect to an employee benefit plan, (ii) charges, costs, expenses (including attorneys' and others' fees and related disbursements), expenses of investigation, expenses of defense of legal actions, suits, proceedings or claims and appeals therefrom, expenses relating to serving as a witness and expenses of appeal, attachment or similar bonds, and (iii) any interest, assessments, or other charges imposed thereon and any federal, state, local or foreign taxes imposed as a result of the actual or deemed receipt of such 24 payments under this Agreement. Notwithstanding the foregoing, the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Indemnitee: (i) to the extent of any fine or similar governmental imposition which the Company is prohibited by applicable law from paying which results in a final, nonappealable order; or (ii) to the extent based upon or attributable to the Indemnitee gaining in fact a personal profit to which he was not legally entitled, including without limitation profits made from the purchase and sale by the Indemnitee of equity securities of the Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, and profits arising from transactions in publicly traded securities of the Company which were effected by the Indemnitee in violation of Section 10(b) of the Securities Exchange Act of 1934, as amended, including Rule l0b-5 promulgated thereunder. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 3(a) shall be made in accordance with Section 4(d) hereof.

Right to additional Indemnification. Pursuant to Section 145(f145 (f) of the General Corporation Law of the State of Delaware (the "GCL"), without limiting any right which the Indemnitee may have pursuant to Section 2 hereof, the Certificate, the Bylaws, the GCL, any policy of insurance or otherwise, but subject to the limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by this Section 3(a), the Company shall indemnify the Indemnitee against any amount which he is or becomes legally obligated to pay relating to or arising out of any claim made against him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which he commits, suffers, permits or acquiesces in while acting in his capacity capacities as a director, an officer, an employee or agent of the Company, or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether prior to or after the date of this Agreement and whether or not the basis of the claim is alleged action or inaction in an official capacity capacities as a director, officer, employee or agent or in any other capacity capacities while serving as a director, officer, employee or agent or in any other capacities while serving as a director, officer, employee or agent of the Company. The payments which the Company is obligated to make pursuant to this Section 3 shall include without limitation (i) damages, judgments, settlements (in accordance with Section 6(d) of this Agreement), fines and similar penalties, and excise taxes and penalties assessed on a person with respect to an employee benefit plan, (ii) charges, costs, charges costs expenses (including attorneys' and others' fees and related disbursements), expenses of investigation, expenses of defense of legal actions, suits, proceedings or claims and appeals therefrom, expenses relating to serving as a witness and expenses of appeal, attachment or similar bonds, and (iii) any interest, assessments, or other charges imposed thereon and any federal, state, local or foreign taxes imposed as a result of the actual or deemed receipt of such 24 payments under this Agreement. Notwithstanding the foregoing, the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Indemnitee: (i) to the extent of any fine or similar governmental imposition which the Company is prohibited by applicable law from paying which results in a final, nonappealable order; or (ii) to the extent based upon or attributable to the Indemnitee gaining in fact a personal profit to which he was not legally entitled, including without limitation profits made from the purchase and sale by the Indemnitee of equity securities of the Company which are recoverable by the Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, and profits arising from transactions in publicly traded securities of the Company which were effected by the Indemnitee in violation of Section 10(b) of the Securities Exchange Act of 1934, as amended, including Rule l0b-5 10b-5 promulgated thereunder. The determination of whether the Indemnitee shall be entitled to indemnification under this Section section 3(a) shall be made in accordance with Section section 4(d) hereof.

Right to additional Indemnification. Pursuant to Section 145(f145 (f) of the General Corporation Law of the State of Delaware (the "GCL"), without limiting any right which the Indemnitee may have pursuant to Section 2 hereof, the Certificate, the Bylaws, the GCL, any policy of insurance or otherwise, but subject to the limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by this Section 3(a), the Company shall indemnify the Indemnitee against any amount which he she is or becomes legally obligated to pay relating to or arising out of any claim made against him her because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which he she commits, suffers, permits or acquiesces in while acting in his her capacity as a director, an officer, an employee or agent of the Company, or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether prior to or after the date of this Agreement and whether or not the basis of the claim is alleged action or inaction in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent of the Company. The payments which the Company is obligated to make pursuant to this Section 3 shall include without limitation (i) damages, judgments, settlements (in accordance with Section 6(d) of this Agreement), fines and similar penalties, and excise taxes and penalties assessed on a person with respect to an employee benefit plan, (ii) charges, costs, charges costs expenses (including attorneys' and others' fees and related disbursements), expenses of investigation, expenses of defense of legal actions, suits, proceedings or claims and appeals therefrom, expenses relating to serving as a witness and expenses of appeal, attachment or similar bonds, and (iii) any interest, assessments, or other charges imposed thereon and any federal, state, local or foreign taxes imposed as a result of the actual or deemed receipt of such 24 payments under this Agreement. Notwithstanding the foregoing, the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Indemnitee: (i) to the extent of any fine or similar governmental imposition which the Company is prohibited by applicable law from paying which results in a final, nonappealable order; or (ii) to the extent based upon or attributable to the Indemnitee gaining in fact a personal profit to which he she was not legally entitled, including without limitation profits made from the purchase and sale by the Indemnitee of equity securities of the Company which are recoverable by the Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, and profits arising from transactions in publicly traded securities of the Company which were effected by the Indemnitee in violation of Section 10(b) of the Securities Exchange Act of 1934, as amended, including Rule l0b-5 10b-5 promulgated thereunder. The determination of whether the Indemnitee shall be entitled to indemnification under this Section section 3(a) shall be made in accordance with Section section 4(d) hereof.

Right to additional Indemnification. Pursuant to Section 145(f) of the General Corporation Law of the State of Delaware (the "GCL"), without limiting any right which the Indemnitee may have pursuant to Section 2 hereof, the Certificate, the Bylaws, the GCL, any policy of insurance or otherwise, but subject to the limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by this Section 3(a), the Company shall indemnify the Indemnitee against any amount which he is or becomes legally obligated to pay relating to or arising out of any claim made against him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which he commits, suffers, permits or acquiesces in while acting in his capacity as a director, an officer, an employee or agent of the Company, or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether prior to or after the date of this Agreement and whether or not the basis of the claim is alleged action or inaction in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent of the Company. The payments which the Company is obligated to make pursuant to this Section 3 shall include without limitation (i) damages, judgments, settlements (in accordance with Section 6(d) of this Agreement), fines and similar penalties, and excise taxes and penalties assessed on a person with respect to an employee benefit plan, (ii) charges, costs, expenses (including attorneys' and others' fees and related disbursements), expenses of investigation, expenses of defense of legal actions, suits, proceedings or claims and appeals therefrom, expenses relating to serving as a witness and expenses of appeal, attachment or similar bonds, and (iii) any interest, assessments, or other charges imposed thereon and any federal, state, local or foreign taxes imposed as a result of the 24 actual or deemed receipt of such 24 payments under this Agreement. Notwithstanding the foregoing, the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Indemnitee: (i) to the extent of any fine or similar governmental imposition which the Company is prohibited by applicable law from paying which results in a final, nonappealable order; or (ii) to the extent based upon or attributable to the Indemnitee gaining in fact a personal profit to which he was not legally entitled, including without limitation profits made from the purchase and sale by the Indemnitee of equity securities of the Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, and profits arising from transactions in publicly traded securities of the Company which were effected by the Indemnitee in violation of Section 10(b) of the Securities Exchange Act of 1934, as amended, including Rule l0b-5 promulgated thereunder. The determination of whether the Indemnitee shall be entitled to indemnification under this Section 3(a) shall be made in accordance with Section 4(d) hereof.

Right to additional Indemnification. Pursuant to Section 145(f145 (f) of the General Corporation Law of the State of Delaware (the "GCL"), without limiting any right which the Indemnitee may have pursuant to Section 2 hereof, the Certificate, the Bylaws, the GCL, any policy of insurance or otherwise, but subject to the limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder determined as contemplated by this Section 3(a), the Company shall indemnify the Indemnitee against any amount which he is or becomes legally obligated to pay relating to or arising out of any claim made against him because of any act, failure to act or neglect or breach of duty, including any actual or alleged error, misstatement or misleading statement, which he commits, suffers, permits or acquiesces in while acting in his capacity as a director, an officer, an employee or agent of the Company, or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether prior to or after the date of this Agreement and whether or not the basis of the claim is alleged action or inaction in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent of the Company. The payments which the Company is obligated to make pursuant to this Section 3 shall include without limitation (i) damages, judgments, settlements (in accordance with Section 6(d) of this Agreement), fines and similar penalties, and excise taxes and penalties assessed on a person with respect to an employee benefit plan, (ii) charges, costs, charges costs expenses (including attorneys' and others' fees and related disbursements), expenses of investigation, expenses of defense of legal actions, suits, proceedings or claims and appeals therefrom, expenses relating to serving as a witness and expenses of appeal, attachment or similar bonds, and (iii) any interest, assessments, or other charges imposed thereon and any federal, state, local or foreign taxes imposed as a result of the actual or deemed receipt of such 24 payments under this Agreement. Notwithstanding the foregoing, the Company shall not be obligated under this Section 3(a) to make any payment in connection with any claim against the Indemnitee: (i) to the extent of any fine or similar governmental imposition which the Company is prohibited by applicable law from paying which results in a final, nonappealable order; or (ii) to the extent based upon or attributable to the Indemnitee gaining in fact a personal profit to which he was not legally entitled, including without limitation profits made from the purchase and sale by the Indemnitee of equity securities of the Company which are recoverable by the Company which are recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, and profits arising from transactions in publicly traded securities of the Company which were effected by the Indemnitee in violation of Section 10(b) of the Securities Exchange Act of 1934, as amended, including Rule l0b-5 10b-5 promulgated thereunder. The determination of whether the Indemnitee shall be entitled to indemnification under this Section section 3(a) shall be made in accordance with Section section 4(d) hereof.