Common use of Right to Indemnification Clause in Contracts

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, the Covered Person against all liability and loss suffered, and expenses (including attorneys’ fees) actually and reasonably incurred, by such Covered Person in connection with any action, suit, claim, inquiry or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Corporation) and whether formal or informal (a “Proceeding”) and by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, trustee or agent of another corporation or of a partnership, joint venture, trust, nonprofit entity or other entity, including service with respect to employee benefit plans. Notwithstanding the preceding sentence, except as otherwise provided in Section 1.03, the Corporation shall be required to indemnify or advance expenses to a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person (and not by way of defense) only if the commencement of such Proceeding (or part thereof) by the Covered Person (i) was authorized in the specific case by the Board, or (ii) was brought to establish or enforce a right to indemnification under this Agreement, the Corporation’s Bylaws, the Corporation’s Articles of Incorporation, any other agreement, the Business Corporation Act of the Republic of the Xxxxxxxx Islands or otherwise.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, the any person (a “Covered Person against all liability and loss suffered, and expenses (including attorneys’ feesPerson”) actually and reasonably incurred, by such Covered Person who was or is made or is threatened to be made a party or is otherwise involved in connection with any action, suit, claim, inquiry suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Corporation) and whether formal or informal (a “Proceedingproceeding”) and ), by reason of the fact that hehe or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation Corporation, or has or had agreed to become a director or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, trustee employee or agent of another corporation or of a limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity or other entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 1.037.5, the Corporation shall be required to indemnify or advance expenses to a Covered Person in connection with a Proceeding proceeding (or part thereof) commenced by such Covered Person (and not by way of defense) only if the commencement of such Proceeding proceeding (or part thereof) by the Covered Person (i) was authorized in the specific case by the Board, or (ii) was brought to establish or enforce a right to indemnification under this Agreement, the Corporation’s Bylaws, the Corporation’s Articles of Incorporation, any other agreement, the Business Corporation Act of the Republic of the Xxxxxxxx Islands or otherwise.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, the any person (a “Covered Person against all liability and loss suffered, and expenses (including attorneys’ feesPerson”) actually and reasonably incurred, by such Covered Person who was or is made or is threatened to be made a party or is otherwise involved in connection with any action, suit, claim, inquiry suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Corporation) and whether formal or informal (a “Proceedingproceeding”) and ), by reason of the fact that hehe or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation Corporation, or has or had agreed to become a director or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, trustee employee or agent of another corporation or of a limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity or other entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 1.03section (D) of this Article VII, the Corporation shall be required to indemnify or advance expenses to a Covered Person in connection with a Proceeding proceeding (or part thereof) commenced by such Covered Person (and not by way of defense) only if the commencement of such Proceeding proceeding (or part thereof) by the Covered Person (i) was authorized in the specific case by the Board, or (ii) was brought to establish or enforce a right to indemnification under this Agreement, the Corporation’s Bylaws, the Corporation’s Articles of Incorporation, any other agreement, the Business Corporation Act of the Republic of the Xxxxxxxx Islands or otherwise.

Right to Indemnification. The Corporation corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, the any person (a “Covered Person against all liability and loss suffered, and expenses (including attorneys’ feesPerson”) actually and reasonably incurred, by such Covered Person who was or is made or is threatened to be made a party or is otherwise involved in connection with any action, suit, claim, inquiry suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Corporation) and whether formal or informal (a “Proceedingproceeding”) and ), by reason of the fact that hehe or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation corporation or, while a director or officer of the Corporationcorporation, is or was serving at the request of the Corporation corporation as a director, officer, employee, trustee employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity or other entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 1.036.3, the Corporation corporation shall be required to indemnify or advance expenses to a Covered Person in connection with a Proceeding proceeding (or part thereof) commenced by such Covered Person (and not by way of defense) only if the commencement of such Proceeding proceeding (or part thereof) by the Covered Person (i) was authorized in the specific case by the Board, or (ii) was brought to establish or enforce a right to indemnification under this Agreement, the Corporation’s Bylaws, the Corporation’s Articles Board of Incorporation, any other agreement, the Business Corporation Act Directors of the Republic of the Xxxxxxxx Islands or otherwisecorporation.

Right to Indemnification. The Corporation shall indemnify and hold harmlessEach person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, to the fullest extent permitted by applicable law as it presently exists pending or may hereafter be amended, the Covered Person against all liability and loss suffered, and expenses (including attorneys’ fees) actually and reasonably incurred, by such Covered Person in connection with any completed action, suit, claim, inquiry suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Corporation) and whether formal or informal (hereinafter a “Proceeding”) and "PROCEEDING"), by reason of the fact that he, he or a person for whom he is the legal representative, she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, trustee employee or agent of another corporation or of a partnership, joint venture, trust, nonprofit entity trust or other entityenterprise, including service with respect to an employee benefit plans. Notwithstanding plan (hereinafter a "COVERED PERSON"), whether the preceding sentencebasis of such 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 Corporation to the fullest extent authorized or permitted by applicable law, as the same exists or may hereafter be amended, against all expense, liability and loss (including, without limitation, attorneys' fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred or suffered by such Covered Person in connection with such proceeding; provided, however, that, except as otherwise provided in Section 1.038.3 with respect to proceedings to enforce rights to indemnification, the Corporation shall be required to indemnify or advance expenses to a Covered Person in connection with a Proceeding proceeding (or part thereof) commenced initiated by such Covered Person (and not by way of defense) only if the commencement of such Proceeding proceeding (or part thereof) by the Covered Person (i) was authorized in the specific case by the Board, or (ii) was brought to establish or enforce a right to indemnification under this Agreement, the Corporation’s Bylaws, the Corporation’s Articles of Incorporation, any other agreement, the Business Corporation Act of the Republic of the Xxxxxxxx Islands or otherwise.

Right to Indemnification. The Corporation Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, the Covered Person against all liability and loss suffered, and expenses any person (including attorneys’ feesan “Indemnitee”) actually and reasonably incurred, by such Covered Person who was or is made or is threatened to be made a party or is otherwise involved in connection with any action, suit, claim, inquiry suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Corporation) and whether formal or informal (a “Proceedingproceeding”) and ), by reason of the fact that he, or a person for whom he is the legal representative, is or was a director manager, officer or officer employee of the Corporation Company or, while a director manager, officer or officer employee of the CorporationCompany, is or was serving at the written request of the Corporation Company as a director, officer, employeemanager, trustee employee or agent of another corporation limited liability company or of a corporation, partnership, joint venture, trust, nonprofit entity non-profit entity, or any other entityenterprise, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees)actually and reasonably incurred by such Indemnitee. Notwithstanding the preceding sentence, except as otherwise provided in Article 9 Section 1.033, the Corporation Company shall be required to indemnify or advance expenses to a Covered Person an Indemnitee in connection with a Proceeding proceeding (or part thereof) commenced by such Covered Person (and not by way of defense) Indemnitee only if the commencement of such Proceeding proceeding (or part thereof) by the Covered Person (i) Indemnitee was authorized in the specific case by the Board, or (ii) was brought to establish or enforce a right to indemnification under this Agreement, the Corporation’s Bylaws, the Corporation’s Articles of Incorporation, any other agreement, the Business Corporation Act of the Republic of the Xxxxxxxx Islands or otherwiseMember.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, the any person (a “Covered Person against all liability and loss suffered, and expenses (including attorneys’ feesPerson”) actually and reasonably incurred, by such Covered Person who was or is made or is threatened to be made a party or is otherwise involved in connection with any action, suit, claim, inquiry suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Corporation) and whether formal or informal (a “Proceeding”) and ), by reason of the fact that hehe or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, trustee employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity or other entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 1.033 of this ARTICLE VIII, the Corporation shall be required to indemnify or advance expenses to a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person (and not by way of defense) only if the commencement of such Proceeding (or part thereof) by the Covered Person (i) was authorized in the specific case by the Board, or (ii) was brought to establish or enforce a right to indemnification under this Agreement, the Corporation’s Bylaws, the Corporation’s Articles of Incorporation, any other agreement, the Business Corporation Act of the Republic of the Xxxxxxxx Islands or otherwise.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, the Covered Person against all liability and loss sufferedany person (a "COVERED PERSON") who is or was made, and expenses (including attorneys’ fees) actually and reasonably incurred, by such Covered Person or is threatened to be made a party or is otherwise involved in connection with any action, suit, claim, inquiry suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Corporation) and whether formal or informal (a “Proceeding”) and "PROCEEDING"), by reason of the fact that hehe or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, trustee employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity or other entity(an "OTHER ENTITY"), including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 1.038.3, the Corporation shall be required to indemnify or advance expenses to a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person (and not by way of defense) only if the commencement of such Proceeding (or part thereof) by the Covered Person (i) was authorized in the specific case by the Board, or (ii) was brought to establish or enforce a right to indemnification under this Agreement, the Corporation’s Bylaws, the Corporation’s Articles of Incorporation, any other agreement, the Business Corporation Act of the Republic of the Xxxxxxxx Islands or otherwise.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law (including as it presently exists or may hereafter be amended, but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), any person (a “Covered Person against all liability and loss suffered, and expenses (including attorneys’ feesPerson”) actually and reasonably incurred, by such Covered Person who was or is made or is threatened to be made a party or is otherwise involved in connection with any action, suit, claim, inquiry suit or proceeding, whether civil, criminal, administrative or investigative (including an action by any such action, suit or in the right of the Corporation) and whether formal or informal (proceeding, a “Proceedingproceeding”) and ), by reason of the fact that hehe or she, or a person for whom he or she is the legal representative, is or was a director Director or officer of the Corporation or, while a director Director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, trustee employee or agent of another corporation or of a partnership, joint venture, trust, nonprofit entity or other entityPerson, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees, judgments, fines ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 1.036.04 of these Bylaws, the Corporation shall be required to indemnify or advance expenses to a Covered Person in connection with a Proceeding proceeding (or part thereof) commenced by such Covered Person (and not by way of defense) only if the commencement of such Proceeding proceeding (or part thereof) by the Covered Person (i) was authorized in the specific case by the Board, or (ii) was brought to establish or enforce a right to indemnification under this Agreement, the Corporation’s Bylaws, the Corporation’s Articles Board of Incorporation, any other agreement, the Business Corporation Act of the Republic of the Xxxxxxxx Islands or otherwiseDirectors.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, the any person (a “Covered Person against all liability and loss suffered, and expenses (including attorneys’ feesPerson”) actually and reasonably incurred, by such Covered Person who was or is made or is threatened to be made a party or is otherwise involved in connection with any action, suit, claim, inquiry suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Corporation) and whether formal or informal (a “Proceeding”) and ), by reason of the fact that hehe or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, trustee employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity or other entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 1.036.03, the Corporation shall be required to indemnify or advance expenses to a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person (and not by way of defense) only if the commencement of such Proceeding (or part thereof) by the Covered Person (i) was authorized in the specific case by the Board, or (ii) was brought to establish or enforce a right to indemnification under this Agreement, the Corporation’s Bylaws, the Corporation’s Articles board of Incorporation, any other agreement, the Business Corporation Act of the Republic of the Xxxxxxxx Islands or otherwisedirectors.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, the Covered Person against all liability and loss suffered, and expenses any person (including attorneys’ feesa "COVERED PERSON") actually and reasonably incurred, by such Covered Person who was or is made or is threatened to be made a party or is otherwise involved in connection with any action, suit, claim, inquiry suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Corporation) and whether formal or informal (a “Proceeding”) and "PROCEEDING"), by reason of the fact that hehe or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, trustee employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity or other entity(an "OTHER ENTITY"), including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 1.031 of this Article VII, the Corporation shall be required to indemnify or advance expenses to a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person (and not by way of defense) only if the commencement of such Proceeding (or part thereof) by the Covered Person (i) was authorized in the specific case by the Board, or (ii) was brought to establish or enforce a right to indemnification under this Agreement, Board of Directors of the Corporation’s Bylaws, the Corporation’s Articles of Incorporation, any other agreement, the Business Corporation Act of the Republic of the Xxxxxxxx Islands or otherwise.

Right to Indemnification. The Corporation corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, the any person (a "Covered Person against all liability and loss suffered, and expenses (including attorneys’ feesPerson") actually and reasonably incurred, by such Covered Person who was or is made or is threatened to be made a party or is otherwise involved in connection with any action, suit, claim, inquiry suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Corporation) and whether formal or informal (a “Proceeding”) and "proceeding"), by reason of the fact that hehe or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation corporation or, while a director or officer of the Corporationcorporation, is or was serving at the request of the Corporation corporation as a director, officer, employee, trustee employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity or other entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 1.036.3, the Corporation corporation shall be required to indemnify or advance expenses to a Covered Person in connection with a Proceeding proceeding (or part thereof) commenced by such Covered Person (and not by way of defense) only if the commencement of such Proceeding proceeding (or part thereof) by the Covered Person (i) was authorized in the specific case by the Board, or (ii) was brought to establish or enforce a right to indemnification under this Agreement, the Corporation’s Bylaws, the Corporation’s Articles Board of Incorporation, any other agreement, the Business Corporation Act Directors of the Republic of the Xxxxxxxx Islands or otherwisecorporation.

Right to Indemnification. The Corporation shall indemnify and hold harmlessEach person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, to the fullest extent permitted by applicable law as it presently exists pending or may hereafter be amended, the Covered Person against all liability and loss suffered, and expenses (including attorneys’ fees) actually and reasonably incurred, by such Covered Person in connection with any completed action, suit, claim, inquiry suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Corporation) and whether formal or informal (hereinafter a “Proceedingproceeding”) and ), by reason of the fact that he, he or a person for whom he is the legal representative, she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, trustee employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity or other entity, including service with respect to an employee benefit plans. Notwithstanding plan (hereinafter a “Covered Person”), whether the preceding sentencebasis of such 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 Corporation to the fullest extent permitted by applicable law, as the same exists or may hereafter be amended, against all expenses, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred or suffered by such Covered Person in connection with such proceeding; provided, however, that, except as otherwise provided in Section 1.038.3 with respect to proceedings to enforce rights to indemnification and advancement of expenses, the Corporation shall be required to indemnify or advance expenses to a Covered Person in connection with a Proceeding proceeding (or part thereof) commenced initiated by such Covered Person (and not by way of defense) only if the commencement of such Proceeding proceeding (or part thereof) by the Covered Person (i) was authorized in the specific case by the Board, or (ii) was brought to establish or enforce a right to indemnification under this Agreement, the Corporation’s Bylaws, the Corporation’s Articles of Incorporation, any other agreement, the Business Corporation Act of the Republic of the Xxxxxxxx Islands or otherwise.

Right to Indemnification. The Corporation corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, the any person (a "Covered Person against all liability and loss suffered, and expenses (including attorneys’ feesPerson") actually and reasonably incurred, by such Covered Person who was or is made or is threatened to be made a party or is otherwise involved in connection with any action, suit, claim, inquiry suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Corporation) and whether formal or informal (a “Proceeding”) and "proceeding"), by reason of the fact that hehe or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation corporation or, while a director or officer of the Corporationcorporation, is or was serving at the request of the Corporation corporation as a director, officer, employee, trustee employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity or other entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 1.0314.3, the Corporation corporation shall be required to indemnify or advance expenses to a Covered Person in connection with a Proceeding proceeding (or part thereof) commenced by such Covered Person (and not by way of defense) only if the commencement of such Proceeding proceeding (or part thereof) by the Covered Person (i) was authorized in the specific case by the Board, or (ii) was brought to establish or enforce a right to indemnification under this Agreement, the Corporation’s Bylaws, the Corporation’s Articles board of Incorporation, any other agreement, the Business Corporation Act of the Republic of the Xxxxxxxx Islands or otherwisedirectors.

Right to Indemnification. The Corporation Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, the Covered any Person against all liability and loss suffered, and expenses (including attorneys’ feesan “Indemnitee”) actually and reasonably incurred, by such Covered Person who was or is made or is threatened to be made a party or is otherwise involved in connection with any action, suit, claim, inquiry suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Corporation) and whether formal or informal (a “Proceeding”) and ), by reason of the fact that hethe Indemnitee, or a person Person for whom he the Indemnitee is the legal representative, is or was after the date of this Agreement, a director manager or an officer of the Corporation Company or, while a director manager or an officer of the CorporationCompany, is or was after the date of this Agreement serving at the request of the Corporation Company as a manager, director, officer, employee, trustee employee or agent of another corporation limited liability company or of a corporation, partnership, joint venture, trust, enterprise or nonprofit entity or other entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Indemnitee. Notwithstanding the preceding sentence, except as otherwise provided in Section 1.035.3, the Corporation Company shall be required to indemnify or advance expenses to a Covered Person an Indemnitee in connection with a Proceeding (or part thereof) commenced by such Covered Person (and not by way of defense) Indemnitee only if the commencement of such Proceeding (or part thereof) by the Covered Person (i) Indemnitee was authorized in the specific case by the Board, or (ii) was brought to establish or enforce a right to indemnification under this Agreement, the Corporation’s Bylaws, the Corporation’s Articles of Incorporation, any other agreement, the Business Corporation Act of the Republic of the Xxxxxxxx Islands or otherwise.

Right to Indemnification. The Corporation corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, the any person (a “Covered Person against all liability and loss suffered, and expenses (including attorneys’ feesPerson”) actually and reasonably incurred, by such Covered Person who was or is made or is threatened to be made a party or is otherwise involved in connection with any action, suit, claim, inquiry suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Corporation) and whether formal or informal (a “Proceedingproceeding”) and ), by reason of the fact that hehe or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation corporation or, while a director or officer of the Corporationcorporation, is or was serving at the request of the Corporation corporation as a director, officer, employee, trustee employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity or other entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 1.036.3, the Corporation corporation shall be required to indemnify or advance expenses to a Covered Person in connection with a Proceeding proceeding (or part thereof) commenced by such Covered Person (and not by way of defense) only if the commencement of such Proceeding proceeding (or part thereof) by the Covered Person (i) was authorized in the specific case by the Board, or (ii) was brought to establish or enforce a right to indemnification under this Agreement, the Corporation’s Bylaws, the Corporation’s Articles Board of Incorporation, any other agreement, the Business Corporation Act Directors of the Republic of the Xxxxxxxx Islands or otherwisecorporation.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, the any person (a “Covered Person against all liability and loss suffered, and expenses (including attorneys’ feesPerson”) actually and reasonably incurred, by such Covered Person who was or is made or is threatened to be made a party or is otherwise involved in connection with any action, suit, claim, inquiry suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Corporation) and whether formal or informal (a “Proceedingproceeding”) and ), by reason of the fact that hehe or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, trustee employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity or other entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 1.033 of this Article, the Corporation shall be required to indemnify or advance expenses to a Covered Person in connection with a Proceeding proceeding (or part thereof) commenced by such Covered Person (and not by way of defense) only if the commencement of such Proceeding proceeding (or part thereof) by the Covered Person (i) was authorized in the specific case by the Board, or (ii) was brought to establish or enforce a right to indemnification under this Agreement, Board of Directors of the Corporation’s Bylaws, the Corporation’s Articles of Incorporation, any other agreement, the Business Corporation Act of the Republic of the Xxxxxxxx Islands or otherwise.

Right to Indemnification. The Corporation Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, the Covered Person against all liability and loss suffered, and expenses any person (including attorneys’ feesan “Indemnitee”) actually and reasonably incurred, by such Covered Person who was or is made or is threatened to be made a party or is otherwise involved in connection with any action, suit, claim, inquiry suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Corporation) and whether formal or informal (a “Proceeding”) and ), by reason of the fact that hethe Indemnitee, or a person for whom he the Indemnitee is the legal representative, is or was a director or after the date of this Agreement, an officer of the Corporation Company or, while a director or an officer of the CorporationCompany, is or was after the date of this Agreement serving at the request of the Corporation Company as a manager, director, officer, employee, trustee employee or agent of another corporation limited liability company or of a corporation, partnership, joint venture, trust, enterprise or nonprofit entity or other entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Indemnitee. Notwithstanding the preceding sentence, except as otherwise provided in Section 1.035.3, the Corporation Company shall be required to indemnify or advance expenses to a Covered Person an Indemnitee in connection with a Proceeding (or part thereof) commenced by such Covered Person (and not by way of defense) Indemnitee only if the commencement of such Proceeding (or part thereof) by the Covered Person (i) Indemnitee was authorized in the specific case by the Board, or (ii) was brought to establish or enforce a right to indemnification under this Agreement, the Corporation’s Bylaws, the Corporation’s Articles of Incorporation, any other agreement, the Business Corporation Act of the Republic of the Xxxxxxxx Islands or otherwiseMember.

Right to Indemnification. The Corporation shall indemnify and hold harmlessEach person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, to the fullest extent permitted by applicable law as it presently exists pending or may hereafter be amended, the Covered Person against all liability and loss suffered, and expenses (including attorneys’ fees) actually and reasonably incurred, by such Covered Person in connection with any completed action, suit, claim, inquiry suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Corporation) and whether formal or informal (hereinafter a “Proceedingproceeding”) and ), by reason of the fact that he, he or a person for whom he is the legal representative, she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, trustee employee or agent of another corporation or of a partnership, joint venture, trust, nonprofit entity trust or other entityenterprise, including service with respect to an employee benefit plans. Notwithstanding plan (hereinafter a “Covered Person”), whether the preceding sentencebasis of such 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 Corporation to the fullest extent authorized or permitted by applicable law, as the same exists or may hereafter be amended, against all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred or suffered by such Covered Person in connection with such proceeding; provided, however, that, except as otherwise provided in Section 1.038.3 with respect to proceedings to enforce rights to indemnification, the Corporation shall be required to indemnify or advance expenses to a Covered Person in connection with a Proceeding proceeding (or part thereof) commenced initiated by such Covered Person (and not by way of defense) only if the commencement of such Proceeding proceeding (or part thereof) by the Covered Person (i) was authorized in the specific case by the Board, or (ii) was brought to establish or enforce a right to indemnification under this Agreement, the Corporation’s Bylaws, the Corporation’s Articles of Incorporation, any other agreement, the Business Corporation Act of the Republic of the Xxxxxxxx Islands or otherwise.

Right to Indemnification. The Corporation Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, the Covered Person against all liability and loss suffered, and expenses any person (including attorneys’ feesan “Indemnitee”) actually and reasonably incurred, by such Covered Person who was or is made or is threatened to be made a party or is otherwise involved in connection with any action, suit, claim, inquiry suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Corporation) and whether formal or informal (a “Proceedingproceeding”) and ), by reason of the fact that he, or a person for whom he is the legal representative, is or was a director manager, officer or officer employee of the Corporation Company or, while a director manager, officer or officer employee of the CorporationCompany, is or was serving at the written request of the Corporation Company as a director, officer, employeemanager, trustee employee or agent of another corporation limited liability company or of a corporation, partnership, joint venture, trust, nonprofit entity non-profit entity, or any other entityenterprise, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnitee. Notwithstanding the preceding sentence, except as otherwise provided in Article 9 Section 1.033, the Corporation Company shall be required to indemnify or advance expenses to a Covered Person an Indemnitee in connection with a Proceeding proceeding (or part thereof) commenced by such Covered Person (and not by way of defense) Indemnitee only if the commencement of such Proceeding proceeding (or part thereof) by the Covered Person (i) Indemnitee was authorized in the specific case by the Board, or (ii) was brought to establish or enforce a right to indemnification under this Agreement, the Corporation’s Bylaws, the Corporation’s Articles of Incorporation, any other agreement, the Business Corporation Act of the Republic of the Xxxxxxxx Islands or otherwiseMember.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, the any person (a “Covered Person against all liability and loss suffered, and expenses (including attorneys’ feesPerson”) actually and reasonably incurred, by such Covered Person who was or is made or is threatened to be made a party or is otherwise involved in connection with any action, suit, claim, inquiry suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Corporation) and whether formal or informal (a “Proceeding”) and ), by reason of the fact that hehe or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, trustee employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity or other entity(an “Other Entity”), including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 1.0310.3, the Corporation shall be required to indemnify or advance expenses to a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person (and not by way of defense) only if the commencement of such Proceeding (or part thereof) by the Covered Person (i) was authorized in the specific case by the Board, or (ii) was brought to establish or enforce a right to indemnification under this Agreement, the Corporation’s Bylaws, the Corporation’s Articles of Incorporation, any other agreement, the Business Corporation Act of the Republic of the Xxxxxxxx Islands or otherwise.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is a party or is otherwise involved in or is threatened to be made a party to or to be the Covered Person against all liability and loss sufferedsubject of any threatened, and expenses (including attorneys’ fees) actually and reasonably incurred, by such Covered Person in connection with any pending or completed action, suit, claim, inquiry suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Corporation) and whether formal or informal (a “Proceeding”) and ), by reason of the fact that hehe or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, trustee employee or agent of another corporation or of a partnership, joint venture, trust, nonprofit entity or other entityenterprise, including service with respect to employee benefit plansplans (a “Covered Person”), against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person in connection with a Proceeding and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators. Notwithstanding the preceding sentence, except as otherwise provided in Section 1.036.3, the Corporation shall be required to indemnify or advance expenses to a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person (and not by way of defense) only if if, prior to the commencement of such Proceeding (or part thereof) by the Covered Person (i) Person, such Proceeding was authorized in the specific case by the Board, or (ii) was brought to establish or enforce a right to indemnification under this Agreement, the Corporation’s Bylaws, the Corporation’s Articles of Incorporation, any other agreement, the Business Corporation Act of the Republic of the Xxxxxxxx Islands or otherwise.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, the any person (a “Covered Person against all liability and loss suffered, and expenses (including attorneys’ feesPerson”) actually and reasonably incurred, by such Covered Person who was or is made or is threatened to be made a party or is otherwise involved in connection with any action, suit, claim, inquiry suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Corporation) and whether formal or informal (a “Proceedingproceeding”) and ), by reason of the fact that hehe or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, trustee employee or agent of another corporation Corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity or other entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 1.036.3, the Corporation shall be required to indemnify or advance expenses to a Covered Person in connection with a Proceeding proceeding (or part thereof) commenced by such Covered Person (and not by way of defense) only if the commencement of such Proceeding proceeding (or part thereof) by the Covered Person (i) was authorized in the specific case by the Board, or (ii) was brought to establish or enforce a right to indemnification under this Agreement, the Corporation’s Bylaws, the Corporation’s Articles of Incorporation, any other agreement, the Business Corporation Act of the Republic of the Xxxxxxxx Islands or otherwise.

Right to Indemnification. The Corporation shall indemnify and hold harmlessEach person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, to the fullest extent permitted by applicable law as it presently exists pending or may hereafter be amended, the Covered Person against all liability and loss suffered, and expenses (including attorneys’ fees) actually and reasonably incurred, by such Covered Person in connection with any completed action, suit, claim, inquiry suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Corporation) and whether formal or informal (hereinafter a “Proceedingproceeding”) and ), by reason of the fact that he, he or a person for whom he is the legal representative, she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, trustee employee or agent of another corporation or of a partnership, joint venture, trust, nonprofit entity trust or other entityenterprise, including service with respect to an employee benefit plans. Notwithstanding plan (hereinafter a “Covered Person”), whether the preceding sentencebasis of such 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 Corporation to the fullest extent authorized or permitted by applicable law, as the same exists or may hereafter be amended, against all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred or suffered by such Covered Person in connection with such proceeding; provided, however, that, except as otherwise provided in Section 1.033 of this Article IV with respect to proceedings to enforce rights to indemnification, the Corporation shall be required to indemnify or advance expenses to a Covered Person in connection with a Proceeding proceeding (or part thereof) commenced initiated by such Covered Person (and not by way of defense) only if the commencement of such Proceeding proceeding (or part thereof) was authorized by the Covered Person (i) was authorized in the specific case by the Board, or (ii) was brought to establish or enforce a right to indemnification under this Agreement, the Corporation’s Bylaws, the Corporation’s Articles Board of Incorporation, any other agreement, the Business Corporation Act of the Republic of the Xxxxxxxx Islands or otherwiseDirectors.

Right to Indemnification. The Corporation Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, the any person (a “Covered Person against all liability and loss suffered, and expenses (including attorneys’ feesPerson”) actually and reasonably incurred, by such Covered Person who was or is made or is threatened to be made a party or is otherwise involved in connection with any action, suit, claim, inquiry suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Corporation) and whether formal or informal (a “Proceeding”) and ), by reason of the fact that hehe or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation Company or, while a director or officer of the CorporationCompany, is or was serving at the request of the Corporation Company as a director, officer, employee, trustee employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity or other entity(an “Other Entity”), including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 1.034.3, the Corporation Company shall be required to indemnify or advance expenses to a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person (and not by way of defense) only if the commencement of such Proceeding (or part thereof) by the Covered Person (i) was authorized in the specific case by the Board, or (ii) was brought to establish or enforce a right to indemnification under this Agreement, the Corporation’s Bylaws, the Corporation’s Articles of Incorporation, any other agreement, the Business Corporation Act of the Republic of the Xxxxxxxx Islands or otherwise.

Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law (including as it presently exists or may hereafter be amended), the any person (a “Covered Person against all liability and loss suffered, and expenses (including attorneys’ feesPerson”) actually and reasonably incurred, by such Covered Person who was or is made or is threatened to be made a party or is otherwise involved in connection with any action, suit, claim, inquiry suit or proceeding, whether civil, criminal, administrative or investigative (including an action by any such action, suit or in the right of the Corporation) and whether formal or informal (proceeding, a “Proceedingproceeding”) and ), by reason of the fact that hehe or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, trustee employee or agent of another corporation or of a partnership, limited liability company, joint venture, trust, enterprise or nonprofit entity or other entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 1.036.03 of these Bylaws, the Corporation shall be required to indemnify or advance expenses to a Covered Person in connection with a Proceeding proceeding (or part thereof) commenced by such Covered Person (and not by way of defense) only if the commencement of such Proceeding proceeding (or part thereof) by the Covered Person (i) was authorized in the specific case by the Board, or (ii) was brought to establish or enforce a right to indemnification under this Agreement, the Corporation’s Bylaws, the Corporation’s Articles Board of Incorporation, any other agreement, the Business Corporation Act of the Republic of the Xxxxxxxx Islands or otherwiseDirectors.