Common use of Service by the Indemnitee Clause in Contracts

Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director, officer, employee or other agent of the Company faithfully and will discharge his/her duties and responsibilities to the best of his/her ability so long as the Indemnitee is duly elected or qualified in accordance with the provisions of the Amended and Restated Certificate of Incorporation, as amended (the “Certificate”), and Amended and Restated By-laws, as amended (the “By-laws”) of the Company, the General Corporation Law of the State of Delaware, as amended (the “DGCL”), and any other applicable law in effect on the date of this Agreement and from time to time, or until his/her earlier death, resignation or removal. The Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation under this Agreement to continue the employment or directorship of the Indemnitee. Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or as a director of the Company or affect the right of the Company to terminate the Indemnitee’s employment at any time in the sole discretion of the Company, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director, officer, employee director or other agent officer of the Company faithfully and will discharge his/her duties and responsibilities to the best of his/her ability so long as the Indemnitee is duly elected or qualified in accordance with the provisions of the Amended and Restated Certificate of Incorporation, as amended (the “"Certificate”"), and Amended and Restated By-laws, as amended (the “"By-laws”") of the Company, Company and the General Corporation Law of the State of Delaware, as amended (the “"DGCL”"), and any other applicable law in effect on the date of this Agreement and from time to time, or until his/her earlier death, resignation or removal. The Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation under this Agreement to continue the employment or directorship of the IndemniteeIndemnitee in any such position. Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or as a director of the Company or affect the right of the Company to terminate the Indemnitee’s 's employment at any time in the sole discretion of the Company, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director, officer, employee director or other agent officer of the Company faithfully and will discharge his/her duties and responsibilities to the best of his/her ability so long as the Indemnitee is duly elected or qualified in accordance with the provisions of the Amended and Restated Certificate of Incorporation, as amended (the “Certificate”), and Amended and Restated By-laws, as amended (the “By-laws”) of the Company, Company and the General Corporation Law of the State of Delaware, as amended (the “DGCL”), and any other applicable law in effect on the date of this Agreement and from time to time, or until his/her earlier death, resignation or removal. The Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation under this Agreement to continue the employment or directorship of the IndemniteeIndemnitee in any such position. Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or as a director of the Company or affect the right of the Company to terminate the Indemnitee’s employment at any time in the sole discretion of the Company, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director, officer, employee or other agent of the Company faithfully and will discharge his/her duties and responsibilities to the best of his/her ability so long as the Indemnitee is duly elected or qualified in accordance with the provisions of the Amended and Restated Certificate of Incorporation, as amended (the “Certificate”), and Amended and Restated By-laws, as amended (the “By-laws”) of the Company, Company and the General Corporation Law of the State of Delaware, as amended (the “DGCL”), and any other applicable law in effect on the date of this Agreement and from time to time, or until his/her earlier death, resignation or removal. The Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation under this Agreement to continue the employment or directorship of the IndemniteeIndemnitee in any such position. Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or as a director of the Company or affect the right of the Company to terminate the Indemnitee’s employment at any time in the sole discretion of the Company, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director, officer, employee or other agent of the Company faithfully and will discharge his/her duties and responsibilities to the best of his/her ability so long as the Indemnitee is duly elected or qualified in accordance with the provisions of the Amended and Restated Certificate of Incorporation, as amended (the “Certificate”), and Amended and Restated By-lawsBylaws, as amended (the “By-lawsBylaws”) of the Company, Company and the General Corporation Law of the State of Delaware, as amended (the “DGCL”), and any other applicable law in effect on the date of this Agreement and from time to time, or until his/her earlier death, resignation or removal. The Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation under this Agreement to continue to retain the employment or directorship of the IndemniteeIndemnitee in any such position. Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or as a director of the Company or affect the right of the Company to terminate the Indemnitee’s employment or service at any time in the sole discretion of the Company, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director, officer, employee or other agent an officer of the Company faithfully and will discharge his/her duties and responsibilities to the best of his/her ability so long as the Indemnitee is duly elected or qualified appointed in accordance with the provisions of the Amended and Restated Certificate of Incorporation, as amended (the “Certificate”), and Amended and Restated By-lawsBylaws, as amended (the “By-lawsBylaws”) of the Company, Company and the General Corporation Law of the State of Delaware, as amended (the “DGCL”), and any other applicable law in effect on the date of this Agreement and from time to time, or until his/her earlier death, resignation or removal. The Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation under this Agreement to continue to retain the employment or directorship of the IndemniteeIndemnitee in any such position. Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or as a director of the Company or affect the right of the Company to terminate the Indemnitee’s employment at any time in the sole discretion of the Company, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director, officer, employee director or other agent officer of the Company faithfully and will discharge his/her duties and responsibilities to the best of his/her ability so long as the Indemnitee is duly elected or qualified in accordance with the provisions of the Amended and Restated Certificate of Incorporation, as amended (the “"Certificate”"), and Amended and Restated By-laws, as amended (the “"By-laws”") of the Company, Company and the General Corporation Law of the State of Delaware, as amended (the “"DGCL”"), and any other applicable law in effect on the date of this Agreement and from time to time, or until his/her earlier death, resignation or removal. The Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation under this Agreement to continue the employment or directorship of the IndemniteeIndemnitee in any such position. Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or as a director of the Company or affect the right of the Company to terminate the Indemnitee’s 's employment at any time in the sole discretion of the Company, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director, officer, employee director or other agent officer of the Company faithfully and will discharge his/her duties and responsibilities to the best of his/her ability so long as the Indemnitee is duly elected or qualified in accordance with the provisions of the Amended and Restated Certificate of Incorporation, as amended Incorporation (the “Certificate”), ) and Amended and Restated By-laws, as amended laws (the “By-laws”) of the Company, Company and the General Corporation Law of the State of Delaware, as amended (the “DGCL”), and any other applicable law in effect on the date of this Agreement and from time to time, or until his/her earlier death, resignation or removal. The Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation under this Agreement to continue the employment or directorship of the IndemniteeIndemnitee in any such position. Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or as a director of the Company or affect the right of the Company to terminate the Indemnitee’s employment at any time in the sole discretion of the Company, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director, officer, employee or other agent an officer of the Company faithfully and will discharge his/her duties and responsibilities to the best of his/her ability so long as the Indemnitee is duly elected or qualified appointed in accordance with the provisions of the Amended and Restated Certificate of Incorporation, as amended (the “Certificate”), and Amended and Restated By-laws​ ​ Bylaws, as amended (the “By-lawsBylaws”) of the Company, Company and the General Corporation Law of the State of Delaware, as amended (the “DGCL”), and any other applicable law in effect on the date of this Agreement and from time to time, or until his/her earlier death, resignation or removal. The Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation under this Agreement to continue to retain the employment or directorship of the IndemniteeIndemnitee in any such position. Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or as a director of the Company or affect the right of the Company to terminate the Indemnitee’s employment at any time in the sole discretion of the Company, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as [a director, member of the Board] [an officer, employee or other agent ] of the Company faithfully and will discharge his/her duties and responsibilities to the best of his/her ability so long as the Indemnitee is duly elected or qualified in accordance with the provisions of the Amended and Restated Certificate Articles of IncorporationAssociation, as the same may be amended from time to time (the “CertificateArticles”), and Amended and Restated By-lawsthe Organizational Regulations, as the same may be amended (the “By-laws”) of the Company, the General Corporation Law of the State of Delaware, as amended (the “DGCL”), and any other applicable law in effect on the date of this Agreement and from time to time, and the Swiss Code of Obligations (the “Swiss Code”), or until his/her earlier death, resignation or removal. The Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation under this Agreement to continue the employment or directorship of the IndemniteeIndemnitee in any such position. Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or as a director of the Company or affect the right of the Company to terminate the Indemnitee’s employment at any time in the sole discretion of the Company, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director, officer, employee director or other agent officer of the Company faithfully and will discharge his/her duties and responsibilities to the best of his/her ability so long as the Indemnitee is duly elected or qualified in accordance with the provisions of the Amended and Restated Certificate Memorandum of IncorporationAssociation, as amended (the “CertificateMemorandum”), the Bye-laws, as the same may be amended from time to time (the “Bye-laws”), and Amended and Restated By-laws, as amended the Companies Axx 0000 of Bermuda (the “By-laws”) of the Company, the General Corporation Law of the State of Delaware, as amended (the “DGCLCompanies Act”), and any other applicable law in effect on the date of this Agreement and from time to time, or until his/her earlier death, resignation or removal. The Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation under this Agreement to continue the employment or directorship of the IndemniteeIndemnitee in any such position. Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or as a director of the Company or affect the right of the Company to terminate the Indemnitee’s employment at any time in the sole discretion of the Company, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director, officer, employee director or other agent officer of the Company faithfully and will discharge his/her duties and responsibilities to the best of his/her ability so long as the Indemnitee is duly elected or qualified in accordance with the provisions of the Amended and Restated Certificate certificate of Incorporationincorporation of the Company, as amended (the “"Certificate”"), and Amended and Restated Bythe by-lawslaws of the Company, as amended (the “"By-laws”") of the Company, and the General Corporation Law of the State of Delaware, as amended (the “"DGCL”"), and any other applicable law in effect on the date of this Agreement and from time to time, or until his/her earlier death, resignation or removal. The Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation under this Agreement to continue the employment or directorship of the IndemniteeIndemnitee in any such position. Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or as a director of the Company or affect the right of the Company to terminate the Indemnitee’s 's employment at any time in the sole discretion of the Company, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director, officer, employee director or other agent officer of the Company faithfully and will discharge his/her duties and responsibilities to the best of his/her ability so long as the Indemnitee is duly elected or qualified in accordance with the provisions of the Amended and Restated Certificate of Incorporation, as amended (the “Certificate”), and Amended and Restated By-laws, as amended (the “By-laws”) of the Company, Company and the General Corporation Law of the State of Delaware, as amended (the “DGCL”), and any other applicable law in effect on the date of this Agreement and from time to time, or until his/her earlier death, resignation or removal. The Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation under this Agreement to continue to retain the employment or directorship of the IndemniteeIndemnitee in any such position. Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or as a director of the Company or affect the right of the Company to terminate the Indemnitee’s employment or service at any time in the sole discretion of the Company, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director, officer, employee director or other agent officer of the Company faithfully and will discharge his/her duties and responsibilities to the best of his/her ability so long as the Indemnitee is duly elected or qualified in accordance with the provisions of the Amended and Restated Certificate of Incorporation, as amended (the “Certificate”), and the Amended and Restated By-lawsBylaws, as amended (the “By-lawsBylaws”) ), of the Company, Company and the General Corporation Law of the State of Delaware, as amended (the “DGCL”), and any other applicable law in effect on the date of this Agreement and from time to time, or until his/her earlier death, retirement, resignation or removal. The Indemnitee may at any time and for any reason resign from such position (subject to any other obligation, whether contractual obligation or other obligation imposed by operation by of law), in which event the Company shall have no obligation under this Agreement to shall continue the employment or directorship of the Indemniteein full force and effect after such resignation. Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company (or any of its affiliates) or as a director of the Company Company, or affect the right of the Company to terminate the Indemnitee’s employment at any time terminate, in the Company’s sole discretion of the Company, (with or without cause) and at any time, the Indemnitee’s employment, in each case, subject to any contract contractual rights of the Indemnitee created or existing otherwise than under this Agreement.

Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director, officer, employee director or other agent officer of the Company faithfully and will discharge his/her duties and responsibilities to the best of his/her ability so long as the Indemnitee is duly elected or qualified in accordance with the provisions of the Amended and Restated Certificate of Incorporation, as amended (the “Certificate”), and Amended and Restated By-lawsBylaws, as amended (the “By-lawsBylaws”) of the Company, Company and the General Corporation Law of the State of Delaware, as amended (the “DGCL”), and any other applicable law in effect on the date of this Agreement and from time to time, or until his/her earlier death, resignation or removal. The Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation under this Agreement to continue to retain the employment or directorship of the IndemniteeIndemnitee in any such position. Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or as a director of the Company or affect the right of the Company to terminate the Indemnitee’s employment or service at any time in the sole discretion of the Company, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director, officer, employee director or other agent officer of the Company faithfully and will discharge his/her duties and responsibilities to the best of his/her ability so long as the Indemnitee is duly elected or qualified in accordance with the provisions of the Second Amended and Restated Certificate of IncorporationIncorporation (as may be amended from time to time, as amended (the “Certificate”), and Amended and Restated By-lawsBylaws (as may be amended from time to time, as amended (the “By-lawsBylaws”) of the Company, the General Corporation Law of the State of Delaware, as amended (the “DGCL”), ) and any other applicable law in effect on the date of this Agreement and from time to time, or until his/her earlier death, resignation or removal. The Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed by operation by of law), in which event the Company shall have no obligation under this Agreement to continue the employment or directorship of the Indemnitee. Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or as a director of the Company or affect the right of the Company to terminate the Indemnitee’s employment at any time in the sole discretion of the Company, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director, officer, employee or other agent director of the Company faithfully and will discharge his/her duties and responsibilities to the best of his/her ability so long as the Indemnitee is duly elected or qualified in accordance with the provisions of the Amended and Restated Certificate of Incorporation, as amended (the “Certificate”), and Amended and Restated By-lawsBylaws, as amended (the “By-lawsBylaws”) of the Company, Company and the General Corporation Law of the State of Delaware, as amended (the “DGCL”), and any other applicable law in effect on the date of this Agreement and from time to time, or until his/her earlier death, resignation or removal. The Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation under this Agreement to continue to retain the employment or directorship of the IndemniteeIndemnitee in any such position. Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or as a director of the Company or affect the right of the Company to terminate the Indemnitee’s employment or service at any time in the sole discretion of the Company, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.

Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director, officer, employee director or other agent officer of the Company faithfully and will discharge his/her duties and responsibilities to the best of his/her ability so long as the Indemnitee is duly elected or qualified in accordance with the provisions of the Amended and Restated Certificate of Incorporation, as amended (the “Certificate”), and the Amended and Restated By-lawsBylaws, as amended (the “By-lawsBylaws”) ), of the Company, Company and the General Corporation Law of the State of Delaware, as amended (the “DGCL”), and any other applicable law in effect on the date of this Agreement and from time to time, or until his/her earlier death, retirement, resignation or #92897632v2 removal. The Indemnitee may at any time and for any reason resign from such position (subject to any other obligation, whether contractual obligation or other obligation imposed by operation by of law), in which event the Company shall have no obligation under this Agreement to shall continue the employment or directorship of the Indemniteein full force and effect after such resignation. Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company (or any of its affiliates) or as a director of the Company Company, or affect the right of the Company to terminate the Indemnitee’s employment at any time terminate, in the Company’s sole discretion of the Company, (with or without cause) and at any time, the Indemnitee’s employment, in each case, subject to any contract contractual rights of the Indemnitee created or existing otherwise than under this Agreement.

Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director, officer, employee or other agent an officer of the Company faithfully and will discharge his/her duties and responsibilities to the best of his/her ability so long as the Indemnitee is duly elected or qualified appointed in accordance with the provisions of the Amended and Restated Certificate of Incorporation, as amended (the “Certificate”), and Amended and Restated By-lawsBylaws, as amended (the “By-lawsBylaws”) of the Company, Company and the General Corporation Law of the State of Delaware, as amended (the “DGCL”), and any other applicable law in effect on the date of this Agreement and from time to time, or until his/her earlier death, resignation or removal. The Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation under this Agreement to continue to retain the employment or directorship of the IndemniteeIndemnitee in any such position. Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or as a director of the Company or affect the right of the Company to terminate the Indemnitee’s employment at any time in the sole discretion of the Company, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement.. ​

Service by the Indemnitee. The Indemnitee agrees to serve and/or continue to serve as a director, officer, employee director or other agent officer of the Company faithfully and will discharge his/her duties and responsibilities to the best of his/her ability so long as the Indemnitee is duly elected or qualified in accordance with the provisions of the Amended and Restated Certificate of IncorporationIncorporation (as may be amended from time to time, as amended (the “"Certificate”"), and Amended and Restated By-laws (as may be amended from time to time, the "By-laws, as amended (the “By-laws”") of the Company, the General Corporation Law of the State of Delaware, as amended (the “"DGCL”), ") and any other applicable law in effect on the date of this Agreement and from time to time, or until his/her earlier death, resignation or removal. The Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed by operation by law), in which event the Company shall have no obligation <PAGE> under this Agreement to continue the employment or directorship of the Indemnitee. Nothing in this Agreement shall confer upon the Indemnitee the right to continue in the employ of the Company or as a director of the Company or affect the right of the Company to terminate the Indemnitee’s 's employment at any time in the sole discretion of the Company, with or without cause, subject to any contract rights of the Indemnitee created or existing otherwise than under this Agreement. 2.