Common use of ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS Clause in Contracts

ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. 7.1 In addition to, and without regard to any limitations on, the indemnification provided for in Sections 3.1, 4.1 or 5.1, the Company shall indemnify and hold Indemnitee harmless if Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Articles XII and XIII) to be unlawful.