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

ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. Notwithstanding any limitation in Sections 3, 4 or 5, but subject to Section 27, the Company shall, to the fullest extent permitted by applicable law and the Articles, indemnify, hold harmless and exonerate the Indemnitee if the Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, liabilities, 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, liabilities, fines, penalties and amounts paid in settlement) actually and reasonably incurred by the Indemnitee in connection with the Proceeding. The Indemnitee shall not be entitled to be indemnified, held harmless or exonerated under this Section 7 in the event that the Indemnitee’s conduct is finally adjudged by a court of competent jurisdiction to constitute a breach of the Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of applicable law.

ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. (a) Notwithstanding any limitation in Sections 3, 4 4, or 5, but subject to and except for Section 27, the Company shall, to the fullest extent permitted by applicable law and the Articleslaw, indemnify, hold harmless and exonerate the Indemnitee if the Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, liabilities, 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, liabilities, fines, penalties and amounts paid in settlement) actually and reasonably incurred by the Indemnitee in connection with the Proceeding. The Indemnitee shall not be entitled to be indemnifiedNo indemnification, held hold harmless or exonerated exoneration rights shall be available under this Section 7 in the event that the 7(a) on account of Indemnitee’s conduct is finally adjudged by a court of competent jurisdiction to constitute which constitutes a breach of the Indemnitee’s duty of loyalty to the Company or its shareholders stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of applicable the law.

ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. Notwithstanding any limitation in Sections 3, 4 4, or 5, but subject to 5 and except as set forth in Section 2727 of this Agreement, the Company shall, to the fullest extent permitted by applicable law and the Articleslaw, indemnify, hold harmless and exonerate the Indemnitee if the Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, liabilities, finesFines, 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, liabilities, finesFines, penalties and amounts paid in settlement) actually and reasonably incurred by the Indemnitee in connection with the Proceeding. The Indemnitee shall not be entitled to be indemnifiedNo indemnification, held hold harmless or exonerated exoneration rights shall be available under this Section 7 in the event that the on account of Indemnitee’s conduct is finally adjudged by a court of competent jurisdiction to constitute which constitutes a breach of the Indemnitee’s duty of loyalty to the Company or its shareholders or is stockholders, which constitutes an act or omission not in good faith or which involves Indemnitee’s intentional misconduct or a knowing violation of applicable law.