Common use of Right to Indemnification Clause in Contracts

Right to Indemnification. In the event a covered person was or is made a party or is threatened to be made a party to or is involved in any proceeding, by reason of the fact that the Indemnitee is or was a director, officer, employee or agent of the Company (including any subsidiary or affiliate thereof or any constituent corporation or any of the foregoing absorbed in any merger) or is or was serving at the request of the Company (including such subsidiary, affiliate or constituent corporation) as a director, officer, employee or agent of another corporation, or of a partnership, joint venture, trust or other entity, including service with respect to employee benefit plans, such person shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law and the Company’s Bylaws, against all expenses, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, forfeitures, ERISA excise and other taxes and penalties, and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith. Such indemnification shall continue after the Indemnitee has ceased to serve in such capacity and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and other legal representatives; provided, however, that except for a proceeding pursuant to Section 7, the Company shall indemnify any such person in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board.

Right to Indemnification. In Subject to the event a covered limitations and conditions as provided in this Article V each person (for purposes of this Article V, the term “person” shall include only natural persons) who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action or other proceeding, whether civil, criminal, administrative, arbitrative or investigative, or any appeal in such a proceeding or any inquiry or investigation that could lead to such a proceeding (hereafter a “Proceeding”) , by reason of the fact that such Person, or a person of whom he or she is the Indemnitee legal representative, is or was a director, Manager or officer, employee or agent of the Company (including any subsidiary while such Manager or affiliate thereof or any constituent corporation or any of the foregoing absorbed in any merger) or officer is or was serving at the request of the Company (including such subsidiary, affiliate or constituent corporation) as a member, director, manager, officer, employee partner, venturer, proprietor, trustee, employee, agent or agent similar functionary of another foreign or domestic corporation, or of a partnershiplimited liability company, joint venture, trust partnership, trust, sole proprietorship, employee benefit plan or other entityenterprise, including service with respect to employee benefit plans, such person shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law law, as the same exists or may hereafter be amended against judgments, penalties (including excise and the Company’s Bylawssimilar taxes and punitive damages), against all expensesfines, liability settlements and loss reasonable expenses (including, without limitation, attorneys’ fees, judgments, fines, forfeitures, ERISA excise and other taxes and penalties, and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person Person in connection therewith. Such with such Proceeding and indemnification under this Article V shall continue after the Indemnitee as to a Person who has ceased to serve in such the capacity and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and other legal representatives; provided, however, that except for a proceeding pursuant to Section 7, the Company shall indemnify any which initially entitled such person to indemnity hereunder. It is expressly acknowledged that the indemnification provided in connection with a proceeding (this Article V could involve indemnification for negligence or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Boardunder theories of strict liability.

Right to Indemnification. In To the event a covered fullest extent permitted by applicable law, as the same exists or may hereafter be amended, the Corporation shall indemnify and hold harmless each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that the Indemnitee he or she is or was a director, officer, employee director or agent officer of the Company (including any subsidiary Corporation or, while a director or affiliate thereof or any constituent corporation or any officer of the foregoing absorbed in any merger) or Corporation, is or was serving at the request of the Company (including such subsidiary, affiliate or constituent corporation) Corporation as a director, officer, employee or agent of another corporation, corporation or of a partnership, joint venture, trust trust, other enterprise or other nonprofit entity, including service with respect to an employee benefit plansplan (hereinafter an “Indemnitee”), whether the basis of such person shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law and the Company’s Bylawsproceeding is alleged action 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, against all expenses, liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, forfeitures, ERISA excise and other taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person Indemnitee in connection therewith. Such indemnification shall continue after the Indemnitee has ceased to serve in with such capacity and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and other legal representativesproceeding; provided, however, that that, except for a proceeding pursuant as provided in Section 8.3 with respect to Section 7proceedings to enforce rights to indemnification, the Company Corporation shall indemnify any such person an Indemnitee in connection with a proceeding (or part thereof) initiated by such person Indemnitee only if such proceeding (or part thereof) was authorized by the Board.

Right to Indemnification. In To the event a covered fullest extent permitted by applicable law, as the same exists or may hereafter be amended, the Corporation shall indemnify and hold harmless each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that the Indemnitee he or she is or was a director, officer, employee director or agent officer of the Company (including any subsidiary Corporation or, while a director or affiliate thereof or any constituent corporation or any officer of the foregoing absorbed in any merger) or Corporation, is or was serving at the request of the Company (including such subsidiary, affiliate or constituent corporation) Corporation as a director, officer, employee or agent of another corporation, corporation or of a partnership, joint venture, trust trust, other enterprise or other nonprofit entity, including service with respect to an employee benefit plansplan (hereinafter an “Indemnitee”), whether the basis of such person shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law and the Company’s Bylawsproceeding is alleged action 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, against all expenses, liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, forfeitures, ERISA XXXXX excise and other taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person Indemnitee in connection therewith. Such indemnification shall continue after the Indemnitee has ceased to serve in with such capacity and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and other legal representativesproceeding; provided, however, that that, except for a proceeding pursuant as provided in Section 8.3 with respect to Section 7proceedings to enforce rights to indemnification, the Company Corporation shall indemnify any such person an Indemnitee in connection with a proceeding (or part thereof) initiated by such person Indemnitee only if such proceeding (or part thereof) was authorized by the Board.

Right to Indemnification. In the event a covered person was or is made a party or is threatened to be made a party to or is involved in any proceeding, by reason of the fact that the Indemnitee is or was a director, officer, officer or employee or agent of the Company (including any subsidiary or affiliate thereof or any constituent corporation or any of the foregoing absorbed in any merger) or is or was serving at the request of the Company (including such subsidiary, affiliate or constituent corporation) as a director, officer, officer or employee or agent of another corporation, or of a partnership, joint venture, trust or other entity, including service with respect to employee benefit plans, such person shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law and the Company’s Bylawslaw, against all expenses, liability and loss (including, without limitation, attorneys’ ' fees, judgments, fines, forfeitures, ERISA excise and other taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith. Such indemnification shall continue after the Indemnitee has ceased to serve in such capacity and shall inure to the benefit of the Indemnitee’s his heirs, executors, administrators executors and other legal representativesadministrators; provided, however, that except for a proceeding pursuant to Section 7, the Company shall indemnify any such person in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the BoardBoard of Directors of the Company.

Right to Indemnification. In the event a covered Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the fact (a) that the Indemnitee he or she is or was a director, officer, employee director or agent officer of the Company Corporation, or (including any subsidiary b) that he or affiliate thereof she, being at the time a director or any constituent corporation or any officer of the foregoing absorbed in any merger) or Corporation, is or was serving at the request of the Company (including such subsidiary, affiliate or constituent corporation) Corporation as a director, officer, employee member, employee, fiduciary or agent of another corporation, corporation or of a partnership, joint venture, trust or other entityenterprise, including service with respect to an employee benefit plansplan (collectively, such person "another enterprise" or "other enterprise"), shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted by applicable law and Delaware Law as the Company’s Bylawssame exists or may hereafter be amended (but, in the case of any such amendment, with respect to alleged action or inaction occurring prior to such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), against all expensesexpense, liability and loss (including, without limitation, attorneys’ fees' and other professionals' fees and expenses, claims, judgments, fines, forfeitures, ERISA excise and other taxes and penalties, or penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewiththerewith ("Losses"). Such Without diminishing the scope of indemnification provided by this Section 1, such persons shall continue after the Indemnitee has ceased to serve in such capacity and shall inure also be entitled to the benefit of the Indemnitee’s heirs, executors, administrators and other legal representatives; provided, however, that except for a proceeding pursuant to Section 7, the Company shall indemnify any such person in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Boardfurther rights set forth below.

Right to Indemnification. In To the event a covered fullest extent permitted by applicable law, as the same exists or may hereafter be amended, the Corporation shall indemnify and hold harmless each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that the Indemnitee he or she is or was a director, officer, employee director or agent officer of the Company (including any subsidiary Corporation or, while a director or affiliate thereof or any constituent corporation or any officer of the foregoing absorbed in any merger) or Corporation, is or was serving at the request of the Company (including such subsidiary, affiliate or constituent corporation) Corporation as a director, officer, employee or agent of another corporation, corporation or of a partnership, joint venture, trust trust, other enterprise or other nonprofit entity, including service with respect to an employee benefit plansplan (hereinafter an “Indemnitee”), whether the basis of such person shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law and the Company’s BylawsProceeding is alleged action 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, against all expenses, liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, forfeitures, ERISA Employment Retirement Income Security Act of 1974 excise and other taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person Indemnitee in connection therewith. Such indemnification shall continue after the Indemnitee has ceased to serve in with such capacity and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and other legal representativesProceeding; provided, however, that that, except for a proceeding pursuant as provided in Section 8.3 with respect to Section 7Proceedings to enforce rights to indemnification, the Company Corporation shall indemnify any such person an Indemnitee in connection with a proceeding Proceeding (or part thereof) initiated by such person Indemnitee only if such proceeding Proceeding (or part thereof) was authorized by the Board.

Right to Indemnification. In the event a covered person Each individual who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she or a Person of whom he or she is the Indemnitee legal representative is or was a director, officer, employee or agent of the Company (including any subsidiary or affiliate thereof or any constituent corporation or any of the foregoing absorbed in any merger) an Officer or is or was serving at the request of the Company (including such subsidiary, affiliate or constituent corporation) as a director, officer, employee or agent of another corporation, any corporation or of a partnership, joint venture, trust or other entityenterprise, including service with respect to any employee benefit plansplan (hereinafter an “indemnitee”), whether the basis of such person proceeding is alleged action 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, shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law and the Company’s Bylaws, against all expensesexpense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, forfeituresexcise taxes or penalties under the Employee Retirement Income Security Act of 1974, ERISA excise and other taxes and penaltiesas amended, and amounts paid or to be paid in settlementsettlement and reasonable attorneys’ fees and disbursements) actually and reasonably incurred or suffered by such person indemnitee in connection therewith. Such indemnification shall continue after the Indemnitee has ceased to serve in such capacity and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and other legal representatives; provided, however, that except for a proceeding pursuant to Section 7, the Company shall indemnify any such person indemnitee seeking indemnification in connection with a proceeding (or part thereof) initiated by such person indemnitee only if such proceeding (or part thereof) was authorized by a Majority in Interest of the BoardMembers.

Right to Indemnification. In the event a covered Each person who was or is made a party to or is threatened to be made a party to or is involuntarily involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that the Indemnitee he or she is or was a director, officer, employee Director or agent officer of the Company (including any subsidiary or affiliate thereof or any constituent corporation or any of the foregoing absorbed in any merger) Corporation, or is or was serving (during his or her tenure as Director and/or officer) at the request of the Company (including such subsidiary, affiliate or constituent corporation) Corporation as a directorDirector, officer, employee or agent of another corporation, Corporation or of a partnership, joint venture, trust or other entityenterprise, including service with respect to employee benefit planswhether the basis of such Proceeding is an alleged action or inaction in an official capacity as a Director or officer or in any other capacity while serving as a Director or officer, such person shall be indemnified and held harmless by the Company Corporation to the fullest extent permitted authorized by the DGCL (or other applicable law and law), as the Company’s Bylawssame exists or may hereafter be amended, against all expensesexpense, liability and loss (including, without limitation, including attorneys’ fees, judgments, fines, forfeitures, ERISA excise and other taxes and penalties, or penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewithwith such Proceeding. Such indemnification Director or officer shall continue after have the Indemnitee has ceased right to serve be paid by the Corporation for expenses incurred in defending any such capacity and shall inure to the benefit Proceeding in advance of the Indemnitee’s heirs, executors, administrators and other legal representativesits final disposition; provided, however, that except for a proceeding pursuant to Section 7that, if the DGCL (or other applicable law) requires, the Company shall indemnify payment of such expenses in advance of the final disposition of any such person in connection with a proceeding (or part thereof) initiated by such person Proceeding shall be made only if such proceeding (or part thereof) was authorized upon receipt by the BoardCorporation of an undertaking by or on behalf of such Director or officer to repay all amounts so advanced if it should be determined ultimately that he or she is not entitled to be indemnified under this Article TEN or otherwise.

Right to Indemnification. In the event a covered person was or is made a party parity or is threatened to be made a party to or is involved in any proceeding, by reason of the fact that the Indemnitee is or was a director, officer, officer or employee or agent of the Company (including any subsidiary or affiliate thereof or any constituent corporation or any of the foregoing absorbed in any merger) or is or was serving at the request of the Company (including such subsidiary, affiliate or constituent corporation) as a director, officer, officer or employee or agent of another corporation, or of a partnership, joint venture, trust or other entity, including service with respect to employee benefit plans, such person shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law and the Company’s Bylawslaw, against all expenses, liability and loss (including, without limitation, attorneys’ ' fees, judgments, fines, forfeitures, ERISA excise and other taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith. Such indemnification shall continue after the Indemnitee has ceased to serve in such capacity and shall inure to the benefit of the Indemnitee’s his heirs, executors, administrators executors and other legal representativesadministrators; provided, however, that except for a proceeding pursuant to Section 7, the Company shall indemnify any such person in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the BoardBoard of Directors of the Company.

Right to Indemnification. In The Corporation shall indemnify, defend and hold harmless, to the event a covered fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (an “Indemnitee”) who was or is made a party made, or is threatened to be made made, a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is the Indemnitee legal representative, is or was a director, officer, employee director or agent an officer of the Company (including any subsidiary Corporation or, while a director or affiliate thereof or any constituent corporation or any an officer of the foregoing absorbed in any merger) or Corporation, is or was serving at the request of the Company (including such subsidiary, affiliate or constituent corporation) Corporation as a director, officer, employee employee, member, trustee or agent of another corporation, corporation or of a partnership, joint venture, trust trust, nonprofit entity or other entityenterprise (including, including but not limited to, service with respect to employee benefit plans) (any such entity, such person shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law and the Company’s Bylawsan “Other Entity”), against all expenses, liability and loss suffered (including, without limitationbut not limited to, expenses (including, but not limited to, attorneys’ feesfees and expenses), judgments, fines, forfeitures, ERISA excise and other taxes and penalties, fines and amounts paid or to be paid in settlement) settlement actually and reasonably incurred or suffered by such person Indemnitee in connection therewithwith such Proceeding). Such indemnification shall continue after Notwithstanding the Indemnitee has ceased to serve in such capacity and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and other legal representatives; provided, however, that except for a proceeding pursuant to Section 7preceding sentence, the Company Corporation shall be required to indemnify any such person an Indemnitee in connection with a proceeding Proceeding (or part thereof) initiated commenced by such person Indemnitee only if the commencement of such proceeding Proceeding (or part thereof) by the Indemnitee was authorized by the BoardBoard of Directors of the Corporation or the Proceeding (or part thereof) relates to the enforcement of the Corporation’s obligations under this Section 1 of ARTICLE VIII.

Right to Indemnification. In The Company shall, to the fullest extent permitted by applicable law in effect from time to time, but subject to the limitations set forth in this Agreement, indemnify and hold harmless Indemnitee in the event a covered person that Indemnitee was or is made a party to or is involved or becomes involved in any manner (including, without limitation, as a party, intervenor or a witness) or is threatened to be made a party to or is so involved in any threatened, pending or completed investigation, claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including without limitation, any action, suit or proceeding by or in the right of the Company to procure a judgment in its favor) (a "Proceeding"), by reason of the fact that Indemnitee, or a person of whom Indemnitee is the Indemnitee legal representative, is or was a director, officer, employee or agent director and/or officer of the Company (including any subsidiary or affiliate thereof or any constituent corporation or any of the foregoing absorbed in any merger) Company, or is or was serving at the request of the Company (including such subsidiaryas an officer, affiliate or constituent corporation) as a director, officeremployee, employee partner (limited or general) or agent of another corporation, corporation or of a partnership, joint venture, limited liability company, trust or other entity, including service with respect to employee benefit plans, such person shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law and the Company’s Bylaws, against all expenses, liability and loss enterprise (including, without limitation, service with respect to an employee benefit plan), against all expenses, liabilities and losses (including attorneys’ ' fees, judgments, fines, forfeiturestaxes, ERISA excise and other taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person Indemnitee in connection therewithwith such Proceeding. Such indemnification shall continue after the Indemnitee has ceased to serve in such capacity be a contract right and shall inure include the right to the benefit receive payment in advance of the Indemnitee’s heirs, executors, administrators and other legal representatives; provided, however, that except for a proceeding pursuant to Section 7, the Company shall indemnify any such person expenses incurred by Indemnitee in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by Proceeding, consistent with the Boardprovisions of applicable law in effect from time to time.

Right to Indemnification. In The Company shall indemnify to the event a covered fullest extent authorized by the General Corporation Law of the State of Delaware any person who was or is made a party or is threatened to be made a party to any threatened, pending or is involved in any completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that the Indemnitee such person is or was a director, officer, employee director or agent officer of the Company (including any subsidiary or affiliate thereof or any a constituent corporation or any of the foregoing absorbed in any a consolidation or merger) , or is or was serving at the request of the Company (including such subsidiaryor a constituent corporation absorbed in a consolidation or merger, affiliate or constituent corporation) as a director, officer, employee director or agent officer of another corporation, or of a partnership, joint venture, trust or other entityenterprise, including service with respect to or is or was a director or officer of the Company serving at its request as an administrator, trustee or other fiduciary of one or more of the employee benefit plans, such person shall be indemnified and held harmless by plans of the Company to the fullest extent permitted by applicable law and the Company’s Bylawsor other enterprise, against all expensesexpenses (including attorneys’ fees), liability and loss (including, without limitation, attorneys’ fees, judgments, fines, forfeitures, ERISA excise and other taxes and penalties, and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith. Such indemnification shall continue after with such proceeding, whether or not the Indemnitee has ceased to serve indemnified liability arises or arose from any threatened, pending or completed proceeding by or in such capacity and shall inure the right of the Company, except to the benefit of the Indemnitee’s heirs, executors, administrators and other legal representativesextent that such indemnification is prohibited by applicable law; provided, however, that except for a proceeding pursuant to as provided in Section 74.3, the Company corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board.

Right to Indemnification. In To the event a covered fullest extent permitted by applicable law, as the same exists or may hereafter be amended, the Corporation shall indemnify and hold harmless each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that the Indemnitee he or she is or was a director, officer, employee director or agent officer of the Company (including any subsidiary Corporation or, while a director or affiliate thereof or any constituent corporation or any officer of the foregoing absorbed in any merger) or Corporation, is or was serving at the request of the Company (including such subsidiary, affiliate or constituent corporation) Corporation as a director, officer, employee or agent of another corporation, corporation or of a partnership, joint venture, trust trust, other enterprise or other nonprofit entity, including service with respect to an employee benefit plansplan (hereinafter an “Indemnitee”), whether the basis of such person shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law and the Company’s Bylawsproceeding is alleged action 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, against all expenses, liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, forfeitures, ERISA excise taxes, damages, claims and other taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person Indemnitee in connection therewith. Such indemnification shall continue after the Indemnitee has ceased to serve in with such capacity and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and other legal representativesproceeding; provided, however, that that, except for a proceeding pursuant as provided in Section 8.3 with respect to Section 7proceedings to enforce rights to indemnification, the Company Corporation shall indemnify any such person an Indemnitee in connection with a proceeding (or part thereof) initiated by such person Indemnitee only if such proceeding (or part thereof) was authorized by the Board.

Right to Indemnification. In the event a covered person was or is made a party or is threatened to be he made a party to or is involved in any proceeding, by reason of the fact that the Indemnitee is or was a director, officer, employee or agent of the Company (including any subsidiary or affiliate thereof or any constituent corporation or any of the foregoing absorbed in any merger) or is or was serving at the request of the Company (including such subsidiary, affiliate or constituent corporation) as a director, officer, employee or agent of another corporation, or of a partnership, joint venture, trust or other entity, including service with respect to employee benefit plans, such person shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law and the Company’s Bylaws, against all expenses, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, forfeitures, ERISA excise and other taxes and penalties, and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith. Such indemnification shall continue after the Indemnitee has ceased to serve in such capacity and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and other legal representatives; provided, however, that except for a proceeding pursuant to Section 7, the Company shall indemnify any such person in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board.

Right to Indemnification. In To the event a covered fullest extent permitted by applicable law, as the same exists or may hereafter be amended, the Corporation shall indemnify and hold harmless each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that the Indemnitee he or she is or was a director, officer, employee director or agent officer of the Company (including any subsidiary Corporation or, while a director or affiliate thereof or any constituent corporation or any officer of the foregoing absorbed in any merger) or Corporation, is or was serving at the request of the Company (including such subsidiary, affiliate or constituent corporation) Corporation as a director, officer, employee or agent of another corporation, corporation or of a partnership, joint venture, trust trust, other enterprise or other nonprofit entity, including service with respect to an employee benefit plansplan (an “Indemnitee”), whether the basis of such person shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law and the Company’s Bylawsproceeding is alleged action 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, against all expenses, liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, forfeitures, ERISA excise and other taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person Indemnitee in connection therewith. Such indemnification shall continue after the Indemnitee has ceased to serve in with such capacity and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and other legal representatives; proceeding; provided, however, that that, except for a proceeding pursuant as provided in Section 8.3 with respect to Section 7proceedings to enforce rights to indemnification, the Company Corporation shall indemnify any such person an Indemnitee in connection with a proceeding (or part thereof) initiated by such person Indemnitee only if such proceeding (or part thereof) was authorized by the Board.

Right to Indemnification. In To the event a covered fullest extent permitted by applicable law, as the same exists or may hereafter be amended, the Corporation shall indemnify and hold harmless each person (hereinafter an “Indemnitee”)who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that the Indemnitee he or she is or was a director, officer, employee director or agent officer of the Company (including any subsidiary Corporation or, while a director or affiliate thereof or any constituent corporation or any officer of the foregoing absorbed in any merger) or Corporation, is or was serving at the request of the Company (including such subsidiary, affiliate or constituent corporation) Corporation as a director, officer, employee or agent of another corporation, corporation or of a partnership, joint venture, trust trust, other enterprise or other nonprofit entity, including service with respect to an employee benefit plansplan, whether the basis of such person shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law and the Company’s Bylawsproceeding is alleged action 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, against all expenses, liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, forfeitures, ERISA excise and other taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person Indemnitee in connection therewith. Such indemnification shall continue after the Indemnitee has ceased to serve in with such capacity and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and other legal representativesproceeding; provided, however, that that, except for a proceeding pursuant as provided in Section 8.3 with respect to Section 7proceedings to enforce rights to indemnification, the Company Corporation shall indemnify any such person an Indemnitee in connection with a proceeding (or part thereof) initiated by such person Indemnitee only if such proceeding (or part thereof) was authorized by the Board.

Right to Indemnification. In To the event a covered fullest extent permitted by applicable law, as the same exists or may hereafter be amended, the Corporation shall indemnify and hold harmless each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that the Indemnitee (i) he or she is or was a director, officer, employee director or agent officer of the Company Corporation or, (including any subsidiary ii) while a director or affiliate thereof or any constituent corporation or any officer of the foregoing absorbed in any merger) or Corporation, is or was serving at the request of the Company (including such subsidiary, affiliate or constituent corporation) Corporation as a director, officer, employee or agent of a subsidiary of the Corporation or of another corporation, corporation or of a partnership, joint venture, trust trust, other enterprise or other nonprofit entity, including service with respect to an employee benefit plansplan (hereinafter an “Indemnitee”), whether the basis of such person shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law and the Company’s Bylawsproceeding is alleged action 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, against all expenses, liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, forfeitures, ERISA excise and other taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person Indemnitee in connection therewith. Such indemnification shall continue after the Indemnitee has ceased to serve in with such capacity and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and other legal representativesproceeding; provided, however, that that, except for a proceeding pursuant as provided in Section 8.3 with respect to Section 7proceedings to enforce rights to indemnification, the Company Corporation shall indemnify any such person an Indemnitee in connection with a proceeding (or part thereof) initiated by such person Indemnitee only if such proceeding (or part thereof) was authorized by the Board.

Right to Indemnification. In the event a covered person was or is made a party or is threatened to be made a party to or is involved in any proceeding, by reason of the fact that the Indemnitee is or was a director, officer, officer or employee or agent of the Company (including any subsidiary or affiliate thereof or any constituent corporation or any of the foregoing absorbed in any merger) or is or was serving at the request of the Company (including such subsidiary, affiliate or constituent corporation) as a director, officer, officer or employee or agent of another corporation, or of a partnership, joint venture, trust or other entity, including service with respect to employee benefit plans, such person shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law and the Company’s Bylawslaw, against all expenses, liability and loss (including, without limitation, attorneys’ ' fees, judgments, fines, forfeitures, ERISA EXXXX excise and other taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith. Such indemnification shall continue after the Indemnitee has ceased to serve in such capacity and shall inure to the benefit of the Indemnitee’s 's heirs, executors, administrators executors and other legal representativesadministrators; provided, however, that except for a proceeding pursuant to Section 7, the Company shall indemnify any such person in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the BoardBoard of Directors of the Company.

Right to Indemnification. In To the event a covered fullest extent permitted by applicable law, as the same exists or may hereafter be amended, the Corporation shall indemnify and hold harmless each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that the Indemnitee he or she is or was a director, officer, employee director or agent officer of the Company (including any subsidiary Corporation or, while a director or affiliate thereof or any constituent corporation or any officer of the foregoing absorbed in any merger) or Corporation, is or was serving at the request of the Company (including such subsidiary, affiliate or constituent corporation) Corporation as a director, officer, employee or agent of another corporation, corporation or of a partnership, joint venture, trust trust, other enterprise or other nonprofit entity, including service with respect to an employee benefit plansplan (hereinafter an “Indemnitee”), whether the basis of such person shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law and the Company’s Bylawsproceeding is alleged action 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, against all expenses, liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, forfeitures, ERISA EXXXX excise and other taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person Indemnitee in connection therewith. Such indemnification shall continue after the Indemnitee has ceased to serve in with such capacity and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and other legal representativesproceeding; provided, however, that that, except for a proceeding pursuant as provided in Section 8.3 with respect to Section 7proceedings to enforce rights to indemnification, the Company Corporation shall indemnify any such person an Indemnitee in connection with a proceeding (or part thereof) initiated by such person Indemnitee only if such proceeding (or part thereof) was authorized by the Board.

Right to Indemnification. In To the event a covered fullest extent permitted by applicable law as then in effect (including the General Corporation Law of the State of Maryland (the “GCL”) and the Investment Company Act of 1940 (the “Act”), the Company shall indemnify any person (the “Indemnitee”) who was or is made involved in any manner (including, without limitation, as a party or a witness) or is threatened to be made a party to or is so involved in any threatened, pending or completed investigation, claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, any action, suit or proceeding by or in the right of the Company to procure a judgment in its favor) (a “Proceeding”) by reason of the fact that the Indemnitee he is or was was, or his testator or intestate is or was, a director, director or officer, or, at the option of the Board of Directors in any particular case, an employee or agent of the Company (including any subsidiary or affiliate thereof or any constituent corporation or any of the foregoing absorbed in any merger) Company, or is or was serving at the request of the Company (including such subsidiary, affiliate or constituent corporation) as a director, officer, partner or trustee or, at the option of the Board of Directors in any particular case, an employee or agent of another corporation, or of a partnership, joint venture, trust or other entity, including service with respect to employee benefit plans, such person shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law and the Company’s Bylaws, against all expenses, liability and loss enterprise (including, without limitation, any employee benefit plan) against all liabilities, expenses (including attorneys’ fees), judgments, fines, forfeitures, ERISA excise and other taxes and penalties, fines and amounts paid or to be paid in settlement) settlement actually and reasonably incurred or suffered by such person him in connection therewithwith such Proceeding. Such indemnification shall continue after be a contract right and shall include the right to receive payment in advance of any expenses incurred by the Indemnitee has ceased to serve in such capacity and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and other legal representatives; provided, however, that except for a proceeding pursuant to Section 7, the Company shall indemnify any such person in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by Proceeding, consistent with the Boardprovisions of applicable law as then in effect.

Right to Indemnification. In The corporation shall indemnify and hold harmless, to the event fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a covered person “Covered Person”) who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he or she, or a person for whom he or she is the Indemnitee legal representative, is or was a director, officer, employee director or agent officer of the Company (including any subsidiary corporation or, while a director or affiliate thereof or any constituent corporation or any officer of the foregoing absorbed in any merger) or corporation, is or was serving at the request of the Company (including such subsidiary, affiliate or constituent corporation) corporation as a director, officer, employee or agent of another corporation, corporation or of a partnership, joint venture, trust trust, enterprise or other nonprofit entity, including service with respect to employee benefit plans, such person shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law and the Company’s Bylaws, against all expenses, liability and loss suffered and expenses (including, without limitation, including attorneys’ fees, judgments, fines, forfeitures, ERISA excise and other taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewithCovered Person. Such indemnification shall continue after the Indemnitee as to a Covered Person who has ceased to serve in such capacity be a director or officer of the corporation and shall inure to the benefit of the Indemniteesuch Covered Person’s heirs, executorsexecutors and administrators. Notwithstanding the preceding sentence, administrators and other legal representatives; provided, however, that except for a proceeding pursuant to as otherwise provided in Section 76.3, the Company corporation shall be required to indemnify any such person a Covered Person in connection with a proceeding (or part thereof) initiated commenced by such person Covered Person only if the commencement of such proceeding (or part thereof) by the Covered Person was authorized in the specific case by the BoardBoard of Directors of the corporation.

Right to Indemnification. In the event a covered person was or is made a party or is threatened to be made a party to or is involved in any proceeding, by reason of the fact that the Indemnitee is or was a director, officer, officer or employee or agent of the Company (including any subsidiary or affiliate thereof or any constituent corporation or any of the foregoing absorbed in any merger) or is or was serving at the request of the Company (including such subsidiary, affiliate or constituent corporation) as a director, officer, officer or employee or agent of another corporation, or of a partnership, joint venture, trust or other entity, including service with respect to employee benefit plans, such person shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law and the Company’s Bylawslaw, against all expenses, liability and loss (including, without limitation, attorneys’ ' fees, judgments, fines, forfeitures, ERISA excise and other taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith. Such indemnification shall continue after the Indemnitee has ceased to serve in such capacity and shall inure to the benefit of the Indemnitee’s 's heirs, executors, administrators executors and other legal representativesadministrators; provided, however, that except for a proceeding pursuant to Section 7, the Company shall indemnify any such person in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the BoardBoard of Directors of the Company.

Right to Indemnification. In To the event a covered fullest extent permitted by applicable law, as the same exists or may hereafter be amended, the Corporation shall indemnify and hold harmless each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that the Indemnitee he or she is or was a director, officer, employee director or agent officer of the Company (including any subsidiary Corporation or, while a director or affiliate thereof or any constituent corporation or any officer of the foregoing absorbed in any merger) or Corporation, is or was serving at the request of the Company (including such subsidiary, affiliate or constituent corporation) Corporation as a director, officer, employee or agent of another corporation, corporation or of a partnership, joint venture, trust trust, other enterprise or other nonprofit entity, including service with respect to an employee benefit plansplan (hereinafter, an “Indemnitee”), whether the basis of such person shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law and the Company’s Bylawsproceeding is alleged action 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, against all expenses, liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, forfeitures, ERISA excise and other taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person Indemnitee in connection therewith. Such indemnification shall continue after the Indemnitee has ceased to serve in with such capacity and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and other legal representativesproceeding; provided, however, that that, except for a proceeding pursuant as provided in Section 8.2(c) with respect to Section 7proceedings to enforce rights to indemnification, the Company Corporation shall indemnify any such person an Indemnitee in connection with a proceeding (or part thereof) initiated by such person Indemnitee only if such proceeding (or part thereof) was authorized by the Board.

Right to Indemnification. In To the event a covered fullest extent permitted by applicable law, as the same exists or may hereafter be amended, the corporation shall indemnify and hold harmless each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that the Indemnitee he or she is or was a director, officer, employee director or agent officer of the Company (including any subsidiary corporation or, while a director or affiliate thereof or any constituent corporation or any officer of the foregoing absorbed in any merger) or corporation, is or was serving at the request of the Company (including such subsidiary, affiliate or constituent corporation) corporation as a director, officer, employee or agent of another corporation, corporation or of a partnership, joint venture, trust trust, other enterprise or other nonprofit entity, including service with respect to an employee benefit plansplan (hereinafter an “Indemnitee”), whether the basis of such person shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law and the Company’s Bylawsproceeding is alleged action 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, against all expenses, liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, forfeitures, ERISA excise and other taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person Indemnitee in connection therewith. Such indemnification shall continue after the Indemnitee has ceased to serve in with such capacity and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and other legal representativesproceeding; provided, however, that that, except for a proceeding pursuant as provided in Section 3 of this Article V with respect to Section 7proceedings to enforce rights to indemnification, the Company corporation shall indemnify any such person an Indemnitee in connection with a proceeding (or part thereof) initiated by such person Indemnitee only if such proceeding (or part thereof) was authorized by the Boardboard of directors.

Right to Indemnification. In the event a covered person was or is made a party or is threatened to be made a party to or is involved in any proceeding, by reason of the fact that the Indemnitee is or was a director, officer, officer or employee or agent of the Company (including any subsidiary or affiliate thereof or any constituent corporation or any of the foregoing absorbed in any merger) or is or was serving at the request of the Company (including such subsidiary, affiliate or constituent corporation) as a director, officer, officer or employee or agent of another corporation, or of a partnership, joint venture, trust or other entity, including service with respect to employee benefit plans, such person shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law and the Company’s Bylawslaw, against all expenses, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, forfeitures, ERISA excise and other taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith. Such indemnification shall continue after the Indemnitee has ceased to serve in such capacity and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators executors and other legal representativesadministrators; provided, however, that except for a proceeding pursuant to Section 77 hereof, the Company shall indemnify any such person in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board.

Right to Indemnification. In To the event a covered fullest extent permitted by applicable law, as the same exists or may hereafter be amended, the Corporation shall indemnity and hold harmless each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that the Indemnitee he or she is or was a director, officer, employee director or agent officer of the Company (including any subsidiary Corporation or, while a director or affiliate thereof or any constituent corporation or any officer of the foregoing absorbed in any merger) or Corporation, is or was serving at the request of the Company (including such subsidiary, affiliate or constituent corporation) Corporation as a director, officer, employee or agent of another corporation, corporation or of a partnership, joint venture, trust trust, other enterprise or other nonprofit entity, including service with respect to an employee benefit plansplan (hereinafter an “Indemnitee”), whether the basis of such person shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law and the Company’s Bylawsproceeding is alleged action 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, against all expenses, liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, forfeitures, ERISA excise and other taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person Indemnitee in connection therewith. Such indemnification shall continue after the Indemnitee has ceased to serve in with such capacity and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and other legal representativesproceeding; provided, however, that that, except for a proceeding pursuant as provided in Section 8.3 with respect to Section 7proceedings to enforce rights to indemnification, the Company Corporation shall indemnify any such person an Indemnitee in connection with a proceeding (or part thereof) initiated by such person Indemnitee only if such proceeding (or part thereof) was authorized by the Board.

Right to Indemnification. In the event a covered person was or is made a party or is threatened to be made a party to or is involved in any proceeding, as a witness or otherwise, by reason of the fact that the Indemnitee is or was a director, officer, employee or agent of the Company (including any subsidiary or affiliate thereof or any constituent corporation or any of the foregoing absorbed in any merger) or is or was serving at the request of the Company (including such subsidiary, affiliate or constituent corporation) as a director, officer, employee or agent of another corporation, or of a partnership, joint venture, trust or other entity, including service with respect to employee benefit plans, such person shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law and the Company’s Bylaws, as each may be amended from time to time, against all expenses, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, forfeitures, ERISA excise and other taxes and penalties, and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith. Such indemnification shall continue after the Indemnitee has ceased to serve in such capacity and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and other legal representatives; provided, however, that except for a proceeding pursuant to Section 7, the Company shall indemnify any such person in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board.

Right to Indemnification. In To the event a covered fullest extent permitted by applicable law, as the same exists or may hereafter be amended, the Corporation shall indemnify and hold harmless each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that the Indemnitee he or she is or was a director, officer, employee director or agent officer of the Company (including any subsidiary Corporation or, while a director or affiliate thereof or any constituent corporation or any officer of the foregoing absorbed in any merger) or Corporation, is or was serving at the request of the Company (including such subsidiary, affiliate or constituent corporation) Corporation as a director, officer, employee or agent of another corporation, corporation or of a partnership, joint venture, trust trust, other enterprise or other nonprofit entity, including service with respect to an employee benefit plansplan (hereinafter an “Indemnitee”), whether the basis of such person shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law and the Company’s Bylawsproceeding is alleged action 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, against all expenses, liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, forfeitures, ERISA XXXXX excise and other taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person Indemnitee in connection therewith. Such indemnification shall continue after the Indemnitee has ceased to serve in with such capacity and shall inure to the benefit of the Indemnitee’s heirsaction, executors, administrators and other legal representativessuit or proceeding; provided, however, that that, except for a proceeding pursuant as provided in Section 8.3 with respect to Section 7proceedings to enforce rights to indemnification, the Company Corporation shall indemnify any such person an Indemnitee in connection with a proceeding (or part thereof) initiated by such person Indemnitee only if such proceeding (or part thereof) was authorized by the Board.