Common use of Spousal Indemnification Clause in Contracts

Spousal Indemnification. The Company shall indemnify Indemnitee’s spouse to whom Indemnitee is legally married at any time Indemnitee is covered under the indemnification provided in this Agreement (even if Indemnitee does not remain married to such spouse during the entire period of coverage) against third-party Proceedings or direct or derivative actions or suits for the same period, to the same extent and subject to the same standards, limitations, obligations and conditions under which Indemnitee is provided indemnification herein, if Indemnitee’s spouse (or former spouse) becomes involved in a Proceeding solely by reason of his or her status as Indemnitee’s spouse, including, without limitation, any Proceeding that seeks damages recoverable from marital community property, jointly-owned property or property purported to have been transferred from Indemnitee to such spouse (or former spouse). Indemnitee’s spouse or former spouse also may be entitled to advancement of expenses to the same extent that Indemnitee is entitled to advancement of expenses herein. The Company may maintain insurance to cover its obligation hereunder with respect to Indemnitee’s spouse (or former spouse) or set aside assets in a trust or escrow fund for that purpose. For the purposes described in this Section 7, any such indemnified spouse of the Indemnitee shall, as applicable, be deemed to be included in the meaning of the term “Indemnitee” as used in this Agreement.

Spousal Indemnification. The Company shall will indemnify the Indemnitee’s spouse to whom the Indemnitee is legally married at any time the Indemnitee is covered under the indemnification provided in this Agreement (even if the Indemnitee does did not remain married to such spouse him or her during the entire period of coverage) against third-party Proceedings any pending or direct threatened action, suit, proceeding or derivative actions or suits investigation for the same period, to the same extent and subject to the same standards, limitations, obligations and conditions under which the Indemnitee is provided indemnification herein, if the Indemnitee’s spouse (or former spouse) becomes involved in a Proceeding pending or threatened action, suit, proceeding or investigation solely by reason of his or her status as the Indemnitee’s spouse, including, without limitation, any Proceeding pending or threatened action, suit, proceeding or investigation that seeks damages recoverable from marital community property, jointly-owned property or property purported to have been transferred from the Indemnitee to such his/her spouse (or former spouse). The Indemnitee’s spouse or former spouse also may be entitled to advancement of expenses Expenses to the same extent that the Indemnitee is entitled to advancement of expenses Expenses herein. The Company may maintain insurance to cover its obligation hereunder with respect to the Indemnitee’s spouse (or former spouse) or set aside assets in a trust or escrow fund for that purpose. For the purposes described in this Section 7, any such indemnified spouse of the Indemnitee shall, as applicable, be deemed to be included in the meaning of the term “Indemnitee” as used in this Agreement.

Spousal Indemnification. The Company shall will indemnify the Indemnitee’s spouse to whom the Indemnitee is legally married at any time the Indemnitee is covered under the indemnification provided in this Agreement (even if Indemnitee does did not remain married to such spouse him or her during the entire period of coverage) against third-party Proceedings or direct or derivative actions or suits any Proceeding for the same period, to the same extent and subject to the same standards, limitations, obligations obligations, and conditions under which the Indemnitee is provided indemnification herein, if the Indemnitee’s spouse (or former spouse) becomes involved in a pending or threatened Proceeding solely by reason of his or her status as Indemnitee’s spouse, including, without limitation, any pending or threatened Proceeding that seeks damages recoverable from marital community property, jointly-owned property property, or property purported to have been transferred from the Indemnitee to such his or her spouse (or former spouse). The Indemnitee’s spouse or former spouse also may shall be entitled to advancement of expenses Expenses to the same extent that Indemnitee is entitled to advancement of expenses Expenses herein. The Company may maintain insurance to cover its obligation hereunder with respect to Indemnitee’s spouse (or former spouse) or set aside assets in a trust or escrow fund for that purpose. For the purposes described in this Section 7, any such indemnified spouse of the Indemnitee shall, as applicable, be deemed to be included in the meaning of the term “Indemnitee” as used in this Agreement.

Spousal Indemnification. The Company shall will indemnify the Indemnitee’s 's spouse to whom the Indemnitee is legally married at any time the Indemnitee is covered under the indemnification provided in this Agreement (even if Indemnitee does did not remain married to such spouse him or her during the entire period of coverage) against third-party Proceedings any pending or direct threatened action, suit, proceeding or derivative actions or suits investigation for the same period, to the same extent and subject to the same standards, limitations, obligations and conditions under which the Indemnitee is provided indemnification herein, if the Indemnitee’s 's spouse (or former spouse) becomes involved in a Proceeding pending or threatened action, suit, proceeding or investigation solely by reason of his or her status as Indemnitee’s 's spouse, including, without limitation, any Proceeding pending or threatened action, suit, proceeding or investigation that seeks damages recoverable from marital community property, jointly-owned property or property purported to have been transferred from the Indemnitee to such his/her spouse (or former spouse). The Indemnitee’s 's spouse or former spouse also may be entitled to advancement of expenses Expenses to the same extent that Indemnitee is entitled to advancement of expenses Expenses herein. The Company may maintain insurance to cover its obligation hereunder with respect to Indemnitee’s 's spouse (or former spouse) or set aside assets in a trust or escrow fund for that purpose. For the purposes described in this Section 7, any such indemnified spouse of the Indemnitee shall, as applicable, be deemed to be included in the meaning of the term “Indemnitee” as used in this Agreement.

Spousal Indemnification. The Company shall will indemnify the Indemnitee’s spouse to whom the Indemnitee is legally married at any time the Indemnitee is covered under the indemnification provided in this Agreement (even if Indemnitee does did not remain married to such spouse him or her during the entire period of coverage) against third-party Proceedings any pending or direct threatened action, suit, proceeding or derivative actions or suits investigation for the same period, to the same extent and subject to the same standards, limitations, obligations and conditions under which the Indemnitee is provided indemnification herein, if the Indemnitee’s spouse (or former spouse) becomes involved in a Proceeding pending or threatened action, suit, proceeding or investigation solely by reason of his or her status as Indemnitee’s spouse, including, without limitation, any Proceeding pending or threatened action, suit, proceeding or investigation that seeks damages recoverable from marital community property, jointly-owned property or property purported to have been transferred from the Indemnitee to such his/her spouse (or former spouse). The Indemnitee’s spouse or former spouse also may be entitled to advancement of expenses Expenses to the same extent that Indemnitee is entitled to advancement of expenses Expenses herein. The Company may maintain insurance to cover its obligation hereunder with respect to Indemnitee’s spouse (or former spouse) or set aside assets in a trust or escrow fund for that purpose. For the purposes described in this Section 7, any such indemnified spouse of the Indemnitee shall, as applicable, be deemed to be included in the meaning of the term “Indemnitee” as used in this Agreement.

Spousal Indemnification. The Company shall will indemnify the Indemnitee’s spouse to whom the Indemnitee is legally married at any time the Indemnitee is covered under the indemnification provided in this Agreement (even if Indemnitee does did not remain married to such spouse during the entire period of coverage) against third-party Proceedings or direct or derivative actions or suits any Proceeding for the same period, to the same extent and subject to the same standards, limitations, obligations and conditions under which the Indemnitee is provided indemnification herein, if the Indemnitee’s spouse (or former spouse) becomes involved in a Proceeding pending or threatened action, suit, proceeding or investigation solely by reason of his or her status as being Indemnitee’s spouse, including, without limitation, any Proceeding pending or threatened action, suit, proceeding or investigation that seeks damages recoverable from marital -9- community property, jointly-owned property or property purported to have been transferred from the Indemnitee to such Indemnitee’s spouse (or former spouse). The Indemnitee’s spouse or former spouse also may shall be entitled to advancement of expenses Expenses to the same extent that Indemnitee is entitled to advancement of expenses Expenses herein. The Company may maintain insurance to cover its obligation hereunder with respect to Indemnitee’s spouse (or former spouse) or set aside assets in a trust or escrow fund for that purpose. For the purposes described in this Section 7, any such indemnified spouse of the Indemnitee shall, as applicable, be deemed to be included in the meaning of the term “Indemnitee” as used in this Agreement.

Spousal Indemnification. The Company shall will indemnify the Indemnitee’s spouse to whom the Indemnitee is legally married at any time the Indemnitee is covered under the indemnification provided in this Agreement (even if Indemnitee does did not remain married to such spouse him or her during the entire period of coverage) against third-party Proceedings or direct or derivative actions or suits any Proceeding for the same period, to the same extent and subject to the same standards, limitations, obligations and conditions under which the Indemnitee is provided indemnification herein, if the Indemnitee’s spouse (or former spouse) becomes involved in a Proceeding pending or threatened action, suit, proceeding or investigation solely by reason of his or her status as Indemnitee’s spouse, including, without limitation, any Proceeding pending or threatened action, suit, proceeding or investigation that seeks damages recoverable from marital community property, jointly-owned property or property purported to have been transferred from the Indemnitee to such his spouse (or former spouse). The Indemnitee’s spouse or former spouse also may shall be entitled to advancement of expenses Expenses to the same extent that Indemnitee is entitled to advancement of expenses Expenses herein. The Company may maintain insurance to cover its obligation hereunder with respect to Indemnitee’s spouse (or former spouse) or set aside assets in a trust or escrow fund for that purpose. For the purposes described in this Section 7, any such indemnified spouse of the Indemnitee shall, as applicable, be deemed to be included in the meaning of the term “Indemnitee” as used in this Agreement.

Spousal Indemnification. The Company shall indemnify provide Indemnitee’s spouse to whom Indemnitee is legally married at any time Indemnitee is covered under the indemnification provided in this Agreement (even if Indemnitee does did not remain married to such spouse him or her during the entire period of coverage) against third-party Proceedings or direct or derivative actions or suits for any Proceeding that is related to a Proceeding against Indemnitee if Indemnitee is entitled to indemnification under the same period, Agreement with respect to the same extent and subject to the same standards, limitations, obligations and conditions under which Indemnitee is provided indemnification herein, if applicable Proceeding against Indemnitee’s spouse (or former spouse) becomes involved in a Proceeding solely by reason of his or her status as Indemnitee’s spouse, including, without limitation, any Proceeding that seeks damages recoverable from marital community property, jointly-owned property or property purported to have been transferred from Indemnitee to such his or her spouse (or former spouse). Indemnitee’s spouse or former spouse also may shall be entitled to advancement advance of expenses Expenses in connection with a Proceeding that is related to a Proceeding against Indemnitee if Indemnitee is entitled to advance of Expenses under the Agreement with respect to the applicable Proceeding against Indemnitee to the same extent that Indemnitee is entitled to advancement advance of expenses hereinExpenses provided under Section 8 or 9 of this Agreement. The Company may maintain insurance to cover its obligation obligations hereunder with respect to Indemnitee’s spouse (or former spouse) or set aside assets in a trust or escrow fund for that purpose. For ; provided, however, that the purposes described Company agrees that the provisions of this Agreement shall remain in this Section 7effect regardless of whether such liability or other insurance coverage is obtained or retained by the Company; except that any payments made to, any or on behalf of, Indemnitee’s spouse under such indemnified spouse an insurance policy shall reduce the obligations of the Indemnitee shall, as applicable, be deemed to be included in the meaning of the term “Indemnitee” as used in this AgreementCompany hereunder.

Spousal Indemnification. The Company shall indemnify the Indemnitee’s spouse to whom Indemnitee is legally married Spouse at any time the Indemnitee is covered under the indemnification provided in this Agreement (even if the Indemnitee does did not remain married to such spouse her or him during the entire period of coverage) against third-party Proceedings any pending or direct or derivative actions or suits threatened Proceeding for the same period, to the same extent and subject to the same standards, limitations, obligations and conditions under which the Indemnitee is provided indemnification hereinunder this Agreement, if the Indemnitee’s spouse Spouse (or former spouseSpouse) becomes involved in a pending or threatened Proceeding solely by reason of her or his or her status as the Indemnitee’s spouseSpouse, including, without limitation, any pending or threatened Proceeding that seeks damages recoverable from marital community property, jointly-owned property or property purported to have been transferred from the Indemnitee to such spouse his/her Spouse (or former spouseSpouse). The Indemnitee’s spouse Spouse (or former spouse Spouse) also may shall be entitled to advancement of expenses Expenses to the same extent that and subject to the same standards, limitations, obligations and conditions under which the Indemnitee is entitled to advancement of expenses hereinExpenses under this Agreement. The Company may maintain insurance to cover its obligation hereunder with respect to Any request by the Indemnitee’s spouse Spouse (or former spouseSpouse) for the advancement of Expenses shall include or set aside assets in a trust be preceded or escrow fund for that purpose. For the purposes described in this Section 7, any such indemnified spouse accompanied by an undertaking by or on behalf of the Indemnitee shall, as applicable, Indemnitee’s Spouse to repay any Expenses advanced if it shall ultimately be deemed determined that the Indemnitee’s Spouse (or former Spouse) is not entitled to be included in the meaning of the term “indemnified against such Expenses. The Indemnitee” as used in ’s Spouse (or former Spouse) is intended to be a third-party beneficiary under this Agreement.

Spousal Indemnification. The Company shall will indemnify the Indemnitee’s spouse to whom the Indemnitee is legally married at any time the Indemnitee is covered under the indemnification provided in this Agreement (even if Indemnitee does did not remain married to such spouse him or her during the entire period of coverage) against third-party Proceedings or direct or derivative actions or suits any Proceeding for the same period, to the same extent and subject to the same standards, limitations, obligations and conditions under which the Indemnitee is provided indemnification herein, if the Indemnitee’s spouse (or former spouse) becomes involved in a Proceeding pending or threatened action, suit, proceeding or investigation solely by reason of his or her status as Indemnitee’s spouse, including, without limitation, any Proceeding pending or threatened action, suit, proceeding or investigation that seeks damages recoverable from marital community property, jointly-owned property or property purported to have been transferred from the Indemnitee to such his/her spouse (or former spouse). The Indemnitee’s spouse or former spouse also may shall be entitled to advancement of expenses Expenses to the same extent that Indemnitee is entitled to advancement of expenses Expenses herein. The Company may maintain insurance to cover its obligation hereunder with respect to Indemnitee’s spouse (or former spouse) or set aside assets in a trust or escrow fund for that purpose. For the purposes described in this Section 7, any such indemnified spouse of the Indemnitee shall, as applicable, be deemed to be included in the meaning of the term “Indemnitee” as used in this Agreement.

Spousal Indemnification. The Company shall indemnify provide Indemnitee’s spouse to whom Indemnitee is legally married at any time Indemnitee is covered under the indemnification provided in this Agreement (even if Indemnitee does did not remain married to such spouse him or her during the entire period of coverage) indemnification and contribution against third-party Proceedings or direct or derivative actions or suits any Proceeding for the same period, to the same extent and subject to the same standards, limitations, obligations and conditions under which Indemnitee indemnification and contribution is provided indemnification herein, if Indemnitee’s spouse (or former spouse) becomes involved in a Proceeding solely by reason of his or her status as Indemnitee’s spouse, including. Including, without limitation, any Proceeding that seeks damages recoverable from marital community property, jointly-owned property or property purported to have been transferred from Indemnitee to such his or her spouse (or former spouse). Indemnitee’s spouse or former spouse also may shall be entitled to advancement advance of expenses Expenses to the same extent that Indemnitee is entitled to advancement advance of expenses hereinExpenses provided under Section 8 or 9 of this Agreement. The Company may maintain insurance to cover its obligation obligations hereunder with respect to Indemnitee’s spouse (or former spouse) or set aside assets in a trust or escrow fund for that purpose. For ; provided, however, that the purposes described Company agrees that the provisions of this Agreement shall remain in this Section 7effect regardless of whether such liability or other insurance coverage is obtained or retained by the Company; except that any payments made to, any or on behalf of, Indemnitee’s spouse under such indemnified spouse an insurance policy shall reduce the obligations of the Indemnitee shall, as applicable, be deemed to be included in the meaning of the term “Indemnitee” as used in this AgreementCompany hereunder.

Spousal Indemnification. The Company shall Corporation will indemnify Indemnitee’s 's spouse to whom Indemnitee is legally married at any time Indemnitee is covered under the indemnification provided in this Agreement (even if Indemnitee does did not remain married to such spouse him or her during the entire period of coverage) against third-party Proceedings or direct or derivative actions or suits any Proceeding for the same period, to the same extent and subject to the same standards, limitations, obligations and conditions under which Indemnitee is provided indemnification herein, if Indemnitee’s 's spouse (or former spouse) becomes involved in a Proceeding solely by reason of his or her status as Indemnitee’s 's spouse, including, without limitation, any Proceeding that seeks damages recoverable from marital community property, jointly-owned property or property purported to have been transferred from Indemnitee to such his/her spouse (or former spouse). Indemnitee’s 's spouse or former spouse also may be entitled to advancement of expenses Expenses to the same extent that Indemnitee is entitled to advancement of expenses Expenses herein. The Company Corporation may maintain insurance to cover its obligation hereunder with respect to Indemnitee’s 's spouse (or former spouse) or set aside assets in a trust or escrow fund funds for that purpose. For the purposes described in this Section 7, any such indemnified spouse of the Indemnitee shall, as applicable, be deemed to be included in the meaning of the term “Indemnitee” as used in this Agreement.

Spousal Indemnification. The Company shall will indemnify the Indemnitee’s spouse to whom the Indemnitee is legally married at any time the Indemnitee is covered under the indemnification provided in this Agreement (even if the Indemnitee does did not remain married to such spouse him or her during the entire period of coverage) against third-party Proceedings or direct or derivative actions or suits any claim for the same periodperiod where such legal marriage and coverage of the Indemnitee’s indemnification overlap, to the same extent and subject to the same standards, limitations, obligations and conditions under which the Indemnitee is provided indemnification herein, if the Indemnitee’s spouse (or former spouse) becomes involved in a Proceeding claim solely by reason of his or her status as the Indemnitee’s spouse, including, without limitation, any Proceeding claim that seeks damages recoverable from marital community property, jointly-owned property or property purported to have been transferred from the Indemnitee to such his/her spouse (or former spouse). Subject to the limitations described in this Section 23, the Indemnitee’s spouse or former spouse also may be entitled to advancement of expenses advancements to the same extent that the Indemnitee is entitled to advancement of expenses advancements herein. The Company may maintain insurance to cover its obligation hereunder with respect to the Indemnitee’s spouse (or former spouse) or set aside assets in a trust or escrow fund funds for that purpose. For the purposes described in this Section 7, any such indemnified spouse of the Indemnitee shall, as applicable, be deemed to be included in the meaning of the term “Indemnitee” as used in this Agreement.

Spousal Indemnification. The Company shall will indemnify the Indemnitee’s spouse to whom the Indemnitee is legally married at any time the Indemnitee is covered under the indemnification provided in this Agreement (even if Indemnitee does did not remain married to such spouse him or her during the entire period of coverage) against third-party Proceedings or direct or derivative actions or suits any Proceeding for the same period, to the same extent and subject to the same standards, limitations, obligations and conditions under which the Indemnitee is provided indemnification herein, if the Indemnitee’s spouse (or former spouse) becomes involved in a Proceeding pending or threatened action, suit, proceeding or investigation solely by reason of his or her [his] [her] status as Indemnitee’s spouse, including, without limitation, any Proceeding pending or threatened action, suit, proceeding or investigation that seeks damages recoverable from marital community property, jointly-owned property or property purported to have been transferred from the Indemnitee to such [his] [her] spouse (or former spouse). The Indemnitee’s spouse or former spouse also may shall be entitled to advancement of expenses Expenses to the same extent that Indemnitee is entitled to advancement of expenses Expenses herein. The Company may maintain insurance to cover its obligation hereunder with respect to Indemnitee’s spouse (or former spouse) or set aside assets in a trust or escrow fund for that purpose. For the purposes described in this Section 7, any such indemnified spouse of the Indemnitee shall, as applicable, be deemed to be included in the meaning of the term “Indemnitee” as used in this Agreement.

Spousal Indemnification. The Company shall will indemnify the Indemnitee’s spouse to whom the Indemnitee is legally married at any time the Indemnitee is covered under the indemnification provided in this Agreement (even if the Indemnitee does did not remain married to such spouse him or her during the entire period of coverage) against third-party Proceedings or direct or derivative actions or suits any Claim for the same periodperiod where such legal marriage and coverage of the Indemnitee’s indemnification overlap, to the same extent and subject to the same standards, limitations, obligations and conditions under which the Indemnitee is provided indemnification herein, if the Indemnitee’s spouse (or former spouse) becomes involved in a Proceeding Claim solely by reason of his or her status as the Indemnitee’s spouse, including, without limitation, any Proceeding Claim that seeks damages recoverable from marital community property, jointly-owned property or property purported to have been transferred from the Indemnitee to such his/her spouse (or former spouse). Subject to the limitations described in this Section 17, the Indemnitee’s spouse or former spouse also may be entitled to advancement of expenses Expense Advances to the same extent that the Indemnitee is entitled to advancement of expenses Expense Advances herein. The Company may maintain insurance to cover its obligation hereunder with respect to the Indemnitee’s spouse (or former spouse) or set aside assets in a trust or escrow fund funds for that purpose. For the purposes described in this Section 7, any such indemnified spouse of the Indemnitee shall, as applicable, be deemed to be included in the meaning of the term “Indemnitee” as used in this Agreement.

Spousal Indemnification. The Company Corporation shall indemnify Indemnitee’s spouse to whom Indemnitee is legally married at any time Indemnitee is covered under the indemnification provided in this Agreement (even if Indemnitee does did not remain married to such spouse her during the entire period of coverage) against third-party Proceedings all Losses actually and reasonably incurred by him or direct or derivative actions or suits her in connection with any Proceeding for the same period, to the same extent and subject to the same standards, limitations, obligations and conditions under which Indemnitee is provided indemnification herein, if Indemnitee’s spouse (or former spouse) becomes involved in a Proceeding pending or threatened action, suit, proceeding or investigation solely by reason of his or her status as Indemnitee’s spouse, including, without limitation, any Proceeding pending or threatened action, suit, proceeding or investigation that seeks damages recoverable from marital community property, jointly-owned property or property purported to have been transferred from Indemnitee to such his spouse (or former spouse). Indemnitee’s spouse or former spouse also may shall be entitled to advancement of expenses Expenses to the same extent that Indemnitee is entitled to advancement of expenses hereinExpenses hereunder. The Company Corporation may maintain insurance to cover its obligation hereunder with respect to Indemnitee’s spouse (or former spouse) or set aside assets in a trust or escrow fund for that purpose. For the purposes described in this Section 7, any such indemnified spouse of the Indemnitee shall, as applicable, be deemed to be included in the meaning of the term “Indemnitee” as used in this Agreement.

Spousal Indemnification. The Company shall will indemnify the Indemnitee’s spouse to whom the Indemnitee is legally married at any time the Indemnitee is covered under the indemnification provided in this Agreement (even if the Indemnitee does did not remain married to such spouse him or her during the entire period of coverage) against third-party Proceedings or direct or derivative actions or suits any Proceeding for the same period, to the same extent and subject to the same standards, limitations, obligations and conditions under which the Indemnitee is provided indemnification herein, if the Indemnitee’s spouse (or former spouse) becomes involved in a Proceeding solely by reason of his or her status as the Indemnitee’s spouse, including, without limitation, any Proceeding pending or threatened action, suit, proceeding or investigation that seeks damages recoverable from marital community property, jointly-owned property or property purported to have been transferred from the Indemnitee to such his/her spouse (or former spouse). The Indemnitee’s spouse or former spouse also may be entitled to advancement of expenses Expenses to the same extent that the Indemnitee is entitled to advancement of expenses Expenses herein. The Company may maintain insurance to cover its obligation hereunder with respect to the Indemnitee’s spouse (or former spouse) or set aside assets in a trust or escrow fund for that purpose. For the purposes described in this Section 7, any such indemnified spouse of the Indemnitee shall, as applicable, be deemed to be included in the meaning of the term “Indemnitee” as used in this Agreement.

Spousal Indemnification. The Company shall will indemnify the Indemnitee’s spouse to whom the Indemnitee is legally married at any time the Indemnitee is covered under the indemnification provided in this Agreement (even if the Indemnitee does did not remain married to such spouse him or her during the entire period of coverage) against third-party Proceedings or direct or derivative actions or suits any Claim for the same periodperiod where such legal marriage and coverage of the Indemnitee’s indemnification overlap, to the same extent and subject to the same standards, limitations, obligations and conditions under which the Indemnitee is provided indemnification herein, if the Indemnitee’s spouse (or former spouse) becomes involved in a Proceeding Claim solely by reason of his or her status as the Indemnitee’s spouse, including, without limitation, any Proceeding Claim that seeks damages recoverable from marital community property, jointly-owned property or property purported to have been transferred from the Indemnitee to such his/her spouse (or former spouse). Subject to the limitations described in this ‎Section 17, the Indemnitee’s spouse or former spouse also may be entitled to advancement of expenses Expense Advances to the same extent that the Indemnitee is entitled to advancement of expenses Expense Advances herein. The Company may maintain insurance to cover its obligation hereunder with respect to the Indemnitee’s spouse (or former spouse) or set aside assets in a trust or escrow fund funds for that purpose. For the purposes described in this Section 7, any such indemnified spouse of the Indemnitee shall, as applicable, be deemed to be included in the meaning of the term “Indemnitee” as used in this Agreement.

Spousal Indemnification. The Company shall will indemnify Indemnitee’s spouse to whom Indemnitee is legally married at any time Indemnitee is covered under the indemnification provided in this Agreement (even if Indemnitee does did not remain married to such spouse person during the entire period of coverage) against third-party Proceedings or direct or derivative actions or suits any Proceeding for the same period, to the same extent and subject to the same standards, limitations, obligations and conditions under which Indemnitee is provided indemnification herein, if Indemnitee’s spouse (or former spouse) becomes involved in a Proceeding solely by reason of his or her such Person’s status as Indemnitee’s spouse, including, without limitation, any Proceeding that seeks damages recoverable from marital community property, jointly-owned property or property purported to have been transferred from Indemnitee to such his/her spouse (or former spouse). Indemnitee’s spouse or former spouse also may be entitled to advancement of expenses Expenses to the same extent that Indemnitee is entitled to advancement of expenses Expenses herein. The Company may maintain insurance to cover its obligation hereunder with respect to Indemnitee’s spouse (or former spouse) or set aside assets in a trust or escrow fund for that purpose. For the purposes described in this Section 7, any such indemnified spouse of the Indemnitee shall, as applicable, be deemed to be included in the meaning of the term “Indemnitee” as used in this Agreement.

Spousal Indemnification. The Company shall will indemnify the Indemnitee’s spouse to whom the Indemnitee is legally married at any time the Indemnitee is covered under the indemnification provided in this Agreement (even if Indemnitee does did not remain married to such spouse her during the entire period of coverage) against third-party Proceedings or direct or derivative actions or suits Proceeding for the same period, to the same extent and subject to the same standards, limitations, obligations and conditions under which the Indemnitee is provided indemnification hereinunder this Agreement, if the Indemnitee’s spouse (or former spouse) becomes involved in a Proceeding solely by reason of his or her status as Indemnitee’s spouse, including, without limitation, including any Proceeding that seeks damages recoverable from marital community property, jointly-owned property or property purported to have been transferred from the Indemnitee to such his/her spouse (or former spouse). The Indemnitee’s spouse or former spouse also may shall be entitled to advancement of expenses Expenses to the same extent that Indemnitee is entitled to advancement of expenses hereinExpenses under this Agreement. The Company may maintain insurance to cover its obligation hereunder under this Agreement with respect to Indemnitee’s spouse (or former spouse) or set aside assets in a trust or escrow fund for that purpose. For the purposes described in this Section 7, any such indemnified spouse of the Indemnitee shall, as applicable, be deemed to be included in the meaning of the term “Indemnitee” as used in this Agreement.

Spousal Indemnification. The Company shall will indemnify the Indemnitee’s spouse to whom the Indemnitee is legally married at any time the Indemnitee is covered under the indemnification provided in this Agreement (even if Indemnitee does did not remain married to such spouse during the entire period of coverage) against third-party Proceedings any pending or direct threatened action, suit, proceeding or derivative actions or suits investigation for the same period, to the same extent and subject to the same standards, limitations, obligations and conditions under which the Indemnitee is provided indemnification herein, if the Indemnitee’s spouse (or former spouse) becomes involved in a Proceeding pending or threatened action, suit, proceeding or investigation solely by reason of his or her status as Indemnitee’s spouse, including, without limitation, any Proceeding pending or threatened action, suit, proceeding or investigation that seeks damages recoverable from marital community property, jointly-owned property or property purported to have been transferred from the Indemnitee to such the Indemnitee’s spouse (or former spouse). The Indemnitee’s spouse or former spouse also may be entitled to advancement of expenses Expenses to the same extent that Indemnitee is entitled to advancement of expenses Expenses herein. The Company may maintain insurance to cover its obligation hereunder with respect to Indemnitee’s spouse (or former spouse) or set aside assets in a trust or escrow fund for that purpose. For the purposes described in this Section 7, any such indemnified spouse of the Indemnitee shall, as applicable, be deemed to be included in the meaning of the term “Indemnitee” as used in this Agreement.

Spousal Indemnification. The Company shall will indemnify the Indemnitee’s spouse to whom the Indemnitee is legally married at any time the Indemnitee is covered under the indemnification provided in this Agreement (even if Indemnitee does did not remain married to such spouse during the entire period of coverage) against third-party Proceedings or direct or derivative actions or suits any Proceeding for the same period, to the same extent and subject to the same standards, limitations, obligations and conditions under which the Indemnitee is provided indemnification herein, if the Indemnitee’s spouse (or former spouse) becomes involved in a Proceeding pending or threatened action, suit, proceeding or investigation solely by reason of his or her status as being Indemnitee’s spouse, including, without limitation, any Proceeding pending or threatened action, suit, proceeding or investigation that seeks damages recoverable from marital community property, jointly-owned property or property purported to have been transferred from the Indemnitee to such Indemnitee’s spouse (or former spouse). The Indemnitee’s spouse or former spouse also may shall be entitled to advancement of expenses Expenses to the same extent that Indemnitee is entitled to advancement of expenses Expenses herein. The Company may maintain insurance to cover its obligation hereunder with respect to Indemnitee’s spouse (or former spouse) or set aside assets in a trust or escrow fund for that purpose. For the purposes described in this Section 7, any such indemnified spouse of the Indemnitee shall, as applicable, be deemed to be included in the meaning of the term “Indemnitee” as used in this Agreement.

Spousal Indemnification. The Company shall indemnify provide Indemnitee’s spouse to whom Indemnitee is legally married at any time Indemnitee is covered under the indemnification provided in this Agreement (even if Indemnitee does did not remain married to such spouse him or her during the entire period of coverage) against third-party Proceedings or direct or derivative actions or suits any Proceeding for the same period, to the same extent and subject to the same standards, limitations, obligations and conditions under which Indemnitee Indemnification is provided indemnification herein, if Indemnitee’s spouse (or former spouse) becomes involved in a Proceeding solely by reason of his or her status as Indemnitee’s spouse, including, without limitation, any Proceeding that seeks damages recoverable from marital community property, jointly-owned property or property purported to have been transferred from Indemnitee to such his or her spouse (or former spouse). Indemnitee’s spouse or former spouse also may shall be entitled to advancement advance of expenses Expenses to the same extent that Indemnitee is entitled to advancement advance of expenses hereinExpenses provided under Section 8 or 9 of this Agreement. The Company may maintain insurance to cover its obligation obligations hereunder with respect to Indemnitee’s spouse (or former spouse) or set aside assets in a trust or escrow fund for that purpose. For ; provided, however, that the purposes described Company agrees that the provisions of this Agreement shall remain in this Section 7effect regardless of whether such liability or other insurance coverage is obtained or retained by the Company; except that any payments made to, any or on behalf of, Indemnitee’s spouse under such indemnified spouse an insurance policy shall reduce the obligations of the Indemnitee shall, as applicable, be deemed to be included in the meaning of the term “Indemnitee” as used in this AgreementCompany hereunder.

Spousal Indemnification. The Company shall will indemnify the Indemnitee’s spouse to whom the Indemnitee is legally married at any time the Indemnitee is covered under the indemnification provided in this Agreement (even if the Indemnitee does did not remain married to such spouse him or her during the entire period of coverage) against third-party Proceedings or direct or derivative actions or suits any claim for the same periodperiod where such legal marriage and coverage of the Indemnitee’s indemnification overlap, to the same extent and subject to the same standards, limitations, obligations and conditions under which the Indemnitee is provided indemnification herein, if the Indemnitee’s spouse (or former spouse) becomes involved in a Proceeding claim solely by reason of his or her status as the Indemnitee’s spouse, including, without limitation, any Proceeding claim that seeks damages recoverable from marital community property, jointly-owned property or property purported to have been transferred from the Indemnitee to such his/her spouse (or former spouse). Subject to the limitations described in this Section 17, the Indemnitee’s spouse or former spouse also may be entitled to advancement of expenses advancements to the same extent that the Indemnitee is entitled to advancement of expenses advancements herein. The Company may maintain insurance to cover its obligation hereunder with respect to the Indemnitee’s spouse (or former spouse) or set aside assets in a trust or escrow fund funds for that purpose. For the purposes described in this Section 7, any such indemnified spouse of the Indemnitee shall, as applicable, be deemed to be included in the meaning of the term “Indemnitee” as used in this Agreement.

Spousal Indemnification. The Company shall indemnify provide Indemnitee’s spouse to whom Indemnitee is legally married at any time Indemnitee is covered under the indemnification provided in this Agreement (even if Indemnitee does did not remain married to such spouse him or her during the entire period of coverage) against third-party Proceedings or direct or derivative actions or suits any Proceeding for the same period, to the same extent and subject to the same standards, limitations, obligations and conditions under which Indemnitee is provided indemnification herein, if Indemnitee’s spouse (or former spouse) becomes involved in a Proceeding solely by reason of his or her status as Indemnitee’s spouse, including, without limitation, any Proceeding that seeks damages recoverable from marital community property, jointly-owned property or property purported to have been transferred from Indemnitee to such his or her spouse (or former spouse). Indemnitee’s spouse or former spouse also may shall be entitled to advancement advance of expenses Expenses to the same extent that Indemnitee is entitled to advancement advance of expenses hereinExpenses provided under Section 8 or 9 of this Agreement. The Company may maintain insurance to cover its obligation obligations hereunder with respect to Indemnitee’s spouse (or former spouse) or set aside assets in a trust or escrow fund for that purpose. For ; provided, however, that the purposes described Company agrees that the provisions of this Agreement shall remain in this Section 7effect regardless of whether such liability or other insurance coverage is at any time obtained or retained by the Company; except that any payments made to, any or on behalf of, Indemnitee’s spouse under such indemnified spouse an insurance policy shall reduce the obligations of the Indemnitee shall, as applicable, be deemed to be included in the meaning of the term “Indemnitee” as used in this AgreementCompany hereunder.