Common use of Additional Indemnification Clause in Contracts

Additional Indemnification. (a) Pursuant to Section 1701.13(E)(6) of the ORC, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof or any other provision of this Agreement or the Articles, the Regulations, the ORC, any policy of insurance, or otherwise, but subject to any limitation on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder and subject to the following provisions of this Section 3, the Company shall indemnify the Indemnitee against any amount which he is or becomes obligated to pay relating to or arising out of any claim made against him because of any act, failure to act, or neglect or breach of duty, including any actual or alleged error, misstatement, or misleading statement, that he commits, suffers, permits, or acquiesces in while acting in his capacity as a director of the Company. The payments which the Company is obligated to make pursuant to this Section 3 shall include any and all Expenses, judgments, fines, and amounts paid in settlement, actually and reasonably incurred by the Indemnitee in connection therewith including any appeal of or from any judgment or decision; PROVIDED, HOWEVER, that the Company shall not be obligated under this Section 3 to make any payment in connection with any claim against the Indemnitee:

Additional Indemnification. (a) Pursuant to Section 1701.13(E)(6) of the ORC, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof or any other provision of this Agreement or the Articles, the Regulations, the ORC, any policy of insurance, insurance or otherwise, but subject to any limitation on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder and subject to the following provisions of this Section 3, the Company shall indemnify the Indemnitee against any amount which he is or becomes obligated to pay relating to or arising out of any claim made against him because of any act, failure to act, act or neglect or breach of duty, including any actual or alleged error, misstatement, misstatement or misleading statement, that he commits, suffers, permits, permits or acquiesces in while acting in his capacity as a director of the Company. The payments which the Company is obligated to make pursuant to this Section 3 shall include any and all Expenses, judgments, fines, fines and amounts paid in settlement, actually and reasonably incurred by the Indemnitee in connection therewith including any appeal of or from any judgment or decision; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated under this Section 3 to make any payment in connection with any claim against the Indemnitee:

Additional Indemnification. (a) Pursuant to Section 1701.13(E)(6) of the ORC, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof or any other provision of this Agreement or the Articles, the Regulations, the ORC, any policy of insurance, or otherwise, but subject to any limitation on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder and subject to the following provisions of this Section 3, the Company shall indemnify the Indemnitee against any amount which he is or becomes obligated to pay relating to or arising out of any claim made against him because of any act, failure to act, or neglect or breach of duty, including any actual or alleged error, misstatement, or misleading statement, that he commits, suffers, permits, or acquiesces in while acting in his capacity as a director or an officer of the Company. The payments which the Company is obligated to make pursuant to this Section 3 shall include any and all Expenses, judgments, fines, and amounts paid in settlement, actually and reasonably incurred by the Indemnitee in connection therewith including any appeal of or from any judgment or decision; PROVIDED, HOWEVER, that the Company shall not be obligated under this Section 3 to make any payment in connection with any claim against the Indemnitee:

Additional Indemnification. (a) Pursuant to Section 1701.13(E)(6145(f) of the ORCDGCL, without limiting any right which the Indemnitee may have pursuant to under Section 2 hereof or any other provision of this Agreement or the Articles2, the RegulationsBy-Laws, the ORCDGCL, any policy of insurance, insurance or otherwise, but subject to the limitations set forth in Section 2(f) and to any limitation on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder and subject to the following provisions of as contemplated by this Section 33(a), the Company shall will indemnify the Indemnitee against any amount which he such Indemnitee is or becomes legally obligated to pay relating to or arising out of any claim made against him such Indemnitee because of any act, failure to act, act or neglect or breach of duty, including any actual or alleged error, misstatementomission, misstatement or misleading statement, that he which such Indemnitee commits, suffers, permits, permits or acquiesces in while acting in his such Indemnitee's capacity as a director director, officer or controlling person of the Company, or, at the request of the Company, in an Authorized Capacity of or for Another Entity. The payments which the Company is obligated to make pursuant to this Section 3 shall will include any and all Expenseswithout limitation damages, judgments, fines, and amounts paid in settlementsettlement and reasonable charges, actually costs and reasonably incurred by the Indemnitee in connection therewith expenses, including any appeal expenses of investigation, preparation, defense and settlement of Proceedings and expenses of appeal, attachment or from any judgment or decisionsimilar bonds; PROVIDEDprovided, HOWEVERhowever, that the Company shall will not be obligated under this Section 3 3(a) to make any payment in connection with any claim against the Indemnitee:

Additional Indemnification. (a) Pursuant to Section 1701.13(E)(6) of the ORC, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof or any other provision of this Agreement or the Articles, the Regulations, the ORC, any policy of insurance, or otherwise, but subject to any limitation on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder and subject to the following provisions of this Section 3, the Company shall indemnify the Indemnitee against any amount which he is or becomes obligated to pay relating to or arising out of any claim made against him because of any act, failure to act, or neglect or breach of duty, including any actual or alleged error, misstatement, or misleading statement, that he commits, suffers, permits, or acquiesces in while acting in his capacity as a director an officer of the Company. The payments which the Company is obligated to make pursuant to this Section 3 shall include any and all Expenses, judgments, fines, and amounts paid in settlement, actually and reasonably incurred by the Indemnitee in connection therewith including any appeal of or from any judgment or decision; PROVIDED, HOWEVER, that the Company shall not be obligated under this Section 3 to make any payment in connection with any claim against the Indemnitee:

Additional Indemnification. (a) Pursuant to ORC Section 1701.13(E)(6) of the ORC), without limiting any right which the Indemnitee may have pursuant to Section 2 hereof or any other provision of this Agreement or the Articles, the Regulations, the ORC, any policy of insurance, or otherwise, but subject to any limitation on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder and subject to the following provisions of this Section 3, the Company shall indemnify the Indemnitee against any amount which he is or becomes obligated to pay relating to or arising out of any claim (including any pending, threatened or completed action, suit or proceeding to which he is or is threatened to be made a party) made against him because of any act, failure action alleged to act, have been taken or neglect or breach of dutyomitted to be taken, including any actual or alleged error, misstatement, or misleading statement, that which he commits, suffers, permits, or acquiesces in while acting in his capacity as a director Director or an officer of the Company. The payments which the Company is obligated to make pursuant to this Section 3 shall include any and all Expensesinclude, without limitation, judgments, fines, and amounts paid in settlement, settlement and any and all Expenses actually and reasonably incurred by the Indemnitee in connection therewith including any appeal of or from any judgment or decision; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated under this Section 3 to make any payment in connection with any claim against the Indemnitee:

Additional Indemnification. (a) Pursuant to Section 1701.13(E)(6) of the ORC, without Without limiting any right which that the Indemnitee may have pursuant to Section 2 1 hereof or any other provision of this Agreement or the ArticlesArticles and Memorandum, the Regulations, the ORCany applicable law, any policy of insurance, or otherwise, but subject to any limitation on the maximum permissible indemnity which that may exist under applicable law at the time of any request for indemnity hereunder and subject to the following provisions of this Section 32, the Company shall indemnify the Indemnitee against any amount which he that the Indemnitee is or becomes obligated to pay relating to or arising out of any claim made against him the Indemnitee because of any act, failure to act, or neglect or breach of duty, including any actual or alleged error, misstatement, or misleading statement, that he the Indemnitee commits, suffers, permits, or acquiesces in while acting in his the Indemnitee’s capacity as a director director, officer, employee or agent of the Company. The payments which that the Company is obligated to make pursuant to this Section 3 shall include 2 include, without limitation, any and all Expenses, judgments, fines, Other Payments and amounts paid in settlement, any and all Expenses actually and reasonably incurred by the Indemnitee in connection therewith including any appeal of or from any judgment or decision; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated under this Section 3 2 to make any payment in connection with any claim against the Indemnitee:

Additional Indemnification. (a) Pursuant to Section 1701.13(E)(6) 565 of the ORCBCA, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof or any other provision of this Agreement or hereof, the Articles, the RegulationsBy-Laws, the ORCBCA, any policy of insurance, insurance or otherwise, but subject to any limitation the limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder and subject to the following provisions of this determined as contemplated by Section 33(a) hereof, the Company shall indemnify the Indemnitee against any amount which he the Indemnitee is or becomes legally obligated to pay relating to or arising out of any claim made against him the Indemnitee because of any act, failure to act, act or neglect or breach of duty, including any actual or alleged error, misstatement, misstatement or misleading statement, that he which the Indemnitee commits, suffers, permits, permits or acquiesces in while acting in his such capacity as a director or officer of the Company, or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 shall include any and all Expenseswithout limitation damages, judgments, finessettlements and charges, costs, expenses, expenses of investigation and expenses of defense of legal actions, suits, proceedings or claims and appeals therefrom, and amounts paid in settlementexpenses of appeal, actually and reasonably incurred by the Indemnitee in connection therewith including any appeal of attachment or from any judgment or decisionsimilar bonds; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated under this Section 3 3(a) to make any payment in connection with any claim against the Indemnitee:

Additional Indemnification. (a) Pursuant to Section 1701.13(E)(6) of the ORC, without Without limiting any right which the Indemnitee may have pursuant to Section 2 hereof or any other provision of this Agreement or the Articleshereof, the RegulationsCharter, the ORCBy-Laws, the DGCL, any policy of insurance, insurance or otherwise, but subject to any limitation the limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder and subject to the following provisions of this determined as contemplated by Section 33(a) hereof, the Company shall indemnify the Indemnitee against any amount which he is or becomes legally obligated to pay relating to or arising out of any claim made against him because of any act, failure to act, act or neglect or breach of duty, including any actual or alleged error, misstatement, misstatement or misleading statement, that which he commits, suffers, permits, permits or acquiesces in while acting in his capacity as a director and officer of the Company, or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 shall include any and all Expenses, without limitation judgments, finesliabilities, amounts paid as settlements, costs and expenses, of legal actions, suits or proceedings and appeals therefrom, and amounts paid in settlementexpenses of appeal, actually and reasonably incurred by the Indemnitee in connection therewith including any appeal of attachment or from any judgment or decisionsimilar bonds; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated under this Section 3 3(a) to make any payment in connection with any claim against the Indemnitee:

Additional Indemnification. (a) Pursuant to Section 1701.13(E)(6) of the ORC, without Without limiting any right which the Indemnitee may have pursuant to Section 2 hereof or any other provision of this Agreement or the Articleshereof, the Regulations, the ORCOhio law, or any policy of insurance, insurance or otherwise, but subject to any limitation the limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder and subject to the following provisions of this determined as contemplated by Section 33(a)(iv) hereof, the Company shall indemnify pay on behalf of the Indemnitee against Indemnitee, and his executors, administrators or assigns, any amount which he is or becomes legally obligated to pay relating to or arising out of any claim made against him because of any act, failure to act, or neglect or breach of duty, including any actual or alleged error, misstatement, misstatement or misleading statement, that which he commits, suffers, permits, permits or acquiesces in while acting in his capacity as a director any of the CompanyExecutive Capacities specified above. The payments which the Company is obligated to make pursuant to this Section 3 shall include any and all Expensesinclude, without limitation, damages, judgments, finessettlements and charges, costs, expenses, expenses of investigation and expenses of defense of legal actions, suits, proceedings or claims and appeals therefrom, and amounts paid in settlementexpenses of appeal, actually and reasonably incurred by the Indemnitee in connection therewith including any appeal of attachment or from any judgment or decision; PROVIDEDsimilar bonds, HOWEVERprovided, however, that the Company shall not be obligated under this Section 3 to make any payment in connection with any claim against the Indemnitee:

Additional Indemnification. (a) Pursuant to Section 1701.13(E)(6145(f) of the ORCDGCL, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof or any other provision of this Agreement or the Articleshereof, the RegulationsCertificate, the ORCBylaws, the DGCL, any policy of insurance, insurance or otherwise, but subject to any limitation the limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder and subject to the following provisions of this determined as contemplated by Section 33(a) hereof, the Company shall indemnify the Indemnitee against any amount which he is or becomes legally obligated to pay relating to or arising out of any claim made against him because of any act, failure to act, act or neglect or breach of duty, including any actual or alleged error, misstatement, misstatement or misleading statement, that which he commits, suffers, permits, permits or acquiesces in while acting in his capacity as a an officer or director of the Company, or, at the written request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, in any such case owned or controlled by the Company. The payments which the Company is obligated to make pursuant to this Section 3 shall include any and all Expenseswithout limitation damages, judgments, finessettlements and charges, costs, expenses, expenses of investigation and expenses of defense of legal actions, suits, proceedings or claims and appeals therefrom, and amounts paid in settlementexpenses of appeal, actually and reasonably incurred by the Indemnitee in connection therewith including any appeal of attachment or from any judgment or decisionsimilar bonds; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated under this Section 3 3(a) to make any payment in connection with any claim against the Indemnitee:

Additional Indemnification. (a) Pursuant to Section 1701.13(E)(6) of the ORC, without Without limiting any right which that the Indemnitee may have pursuant to Section 2 hereof or any other provision of this Agreement or the Articleshereof, the RegulationsCharter, the ORCBy-Laws, the DGCL, any policy of insurance, insurance or otherwise, but subject to any limitation the limitations on the maximum permissible indemnity which that may exist under applicable law at the time of any request for indemnity hereunder and subject to the following provisions of this determined as contemplated by Section 33(a) hereof, the Company shall indemnify the Indemnitee against any amount which that he is or becomes legally obligated to pay relating to or arising out of any claim made against him because of any act, failure to act, act or neglect or breach of duty, including any actual or alleged error, misstatement, misstatement or misleading statement, that which he commits, suffers, permits, permits or acquiesces in while acting in his capacity as a director [and/or officer] of the Company, or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments which that the Company is obligated to make pursuant to this Section 3 shall include any and all Expenses, without limitation judgments, finesliabilities, amounts paid as settlements, costs and expenses, of legal actions, suits or proceedings and appeals therefrom, and amounts paid in settlementexpenses of appeal, actually and reasonably incurred by the Indemnitee in connection therewith including any appeal of attachment or from any judgment or decisionsimilar bonds; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated under this Section 3 3(a) to make any payment in connection with any claim against the Indemnitee:

Additional Indemnification. (a) Pursuant to Section 1701.13(E)(6) 12:83E of the ORCLBCL, without limiting any right which the Indemnitee may have pursuant to under Section 2 hereof or any other provision of this Agreement or 2, the Articles, the RegulationsBy-Laws, the ORCLBCL, any policy of insurance, insurance or otherwise, but subject to the limitations set forth in Section 2(f) and to any limitation on the maximum permissible indemnity which that may exist under applicable law at the time of any request for indemnity hereunder and subject to the following provisions of as contemplated by this Section 33(a), the Company shall will indemnify the Indemnitee against any amount which he is or becomes legally obligated to pay relating to or arising out of any claim made against him because of any act, failure to act, act or neglect or breach of duty, including any actual or alleged error, misstatementomission, misstatement or misleading statement, that which he commits, suffers, permits, permits or acquiesces in while acting in his capacity as a director or officer of the Company, or, at the request of the Company, in an Authorized Capacity of or for Another Entity. The payments which the Company is obligated to make pursuant to this Section 3 shall will include any and all Expenseswithout limitation damages, judgments, fines, and amounts paid in settlement, actually fines and reasonably incurred by the Indemnitee in connection therewith reasonable charges, costs, expenses, including any appeal attorneys’ fees, expenses of investigation, preparation, defense and settlement of Proceedings, and expenses of appeal, attachment or from any judgment or decisionsimilar bonds; PROVIDEDprovided, HOWEVERhowever, that the Company shall will not be obligated under this Section 3 3(a) to make any payment in connection with any claim against the Indemnitee:

Additional Indemnification. (a) Pursuant to Section 1701.13(E)(6) of the ORC, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof 3 or any other provision of this Agreement or the Articles, the Regulations, the ORC, any policy of insurance, insurance or otherwise, but subject to any limitation on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder and subject to the following provisions of this Section 34, the Company shall indemnify the Indemnitee against any amount which he is or becomes obligated to pay relating to or arising out of any claim made against him because of any act, failure to act, act or neglect or breach of duty, including any actual or alleged error, misstatement, misstatement or misleading statement, that he commits, suffers, permits, permits or acquiesces in while acting in his capacity as a director and/or officer of the CompanyCompany or at the request of the Company as a director, trustee, officer, employee, member, manager or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 4 shall include any and all Expenses, judgments, fines, fines and amounts paid in settlement, actually and reasonably incurred by the Indemnitee in connection therewith including any appeal of or from any judgment or decision; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated under this Section 3 4 to make any payment in connection with any claim against the Indemnitee:

Additional Indemnification. (a) Pursuant to Section 1701.13(E)(6145(f) of the ORCDGCL, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof or any other provision of this Agreement or the Articleshereof, the RegulationsCertificate, the ORCBylaws, the DGCL, any policy of insurance, insurance or otherwise, but subject to any limitation the limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder and subject to the following provisions of determined as contemplated by this Section 33(a), the Company shall indemnify the Indemnitee against any amount which he is or becomes legally obligated to pay relating to or arising out of any claim made against him because of any act, failure to act, act or neglect or breach of duty, including any actual or alleged error, misstatement, misstatement or misleading statement, that which he commits, suffers, permits, permits or acquiesces in while acting in his capacity as a director or officer of the Company, or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 shall include any and all Expenseswithout limitation damages, judgments, finessettlements and charges, costs, expenses, expenses of investigation and expenses of defense of legal actions, suits, proceedings or claims and appeals therefrom, and amounts paid in settlementexpenses of appeal, actually and reasonably incurred by the Indemnitee in connection therewith including any appeal of attachment or from any judgment or decisionsimilar bonds; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated under this Section 3 3(a) to make any payment in connection with any claim against the Indemnitee:

Additional Indemnification. (a) Pursuant to Section 1701.13(E)(6) 12:83E of the ORCLBCL, without limiting any right which the Indemnitee may have pursuant to under Section 2 hereof or any other provision of this Agreement or 2, the Articles, the RegulationsBy-Laws, the ORCLBCL, any policy of insurance, insurance or otherwise, but subject to the limitations set forth in Section 2(f) and to any limitation on the maximum permissible indemnity which that may exist under applicable law at the time of any request for indemnity hereunder and subject to the following provisions of as contemplated by this Section 33(a), the Company shall will indemnify the Indemnitee against any amount which he or she is or becomes legally obligated to pay relating to or arising out of any claim made against him or her because of any act, failure to act, act or neglect or breach of duty, including any actual or alleged error, misstatementomission, misstatement or misleading statement, that which he or she commits, suffers, permits, permits or acquiesces 3 in while acting in his or her capacity as a director or officer of the Company, or, at the request of the Company, in an Authorized Capacity of or for Another Entity. The payments which the Company is obligated to make pursuant to this Section 3 shall will include any and all Expenseswithout limitation damages, judgments, fines, and amounts paid in settlement, actually fines and reasonably incurred by the Indemnitee in connection therewith reasonable charges, costs, expenses, including any appeal attorneys' fees, expenses of investigation, preparation, defense and settlement of Proceedings, and expenses of appeal, attachment or from any judgment or decisionsimilar bonds; PROVIDEDprovided, HOWEVERhowever, that the Company shall will not be obligated under this Section 3 3(a) to make any payment in connection with any claim against the Indemnitee:

Additional Indemnification. (a) Pursuant to Section 1701.13(E)(6145(f) of the ORCDGCL, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof or any other provision of this Agreement or the Articleshereof, the RegulationsCertificate, the ORCBylaws, the DGCL, any policy of insurance, insurance or otherwise, but subject to any limitation the limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder and subject to the following provisions of this determined as contemplated by Section 33(a) hereof, the Company shall indemnify the Indemnitee against any amount which he is or becomes legally obligated to pay relating to or arising out of any claim made against him because of any act, failure to act, act or neglect or breach of duty, including any actual or alleged error, misstatement, misstatement or misleading statement, that which he commits, suffers, permits, permits or acquiesces in while acting in his capacity as a director of the Company, or, at the written request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, in any such case owned or controlled by the Company. The payments which the Company is obligated to make pursuant to this Section 3 shall include any and all Expenseswithout limitation damages, judgments, finessettlements and charges, costs, expenses, expenses of investigation and expenses of defense of legal actions, suits, proceedings or claims and appeals therefrom, and amounts paid in settlementexpenses of appeal, actually and reasonably incurred by the Indemnitee in connection therewith including any appeal of attachment or from any judgment or decisionsimilar bonds; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated under this Section 3 3(a) to make any payment in connection with any claim against the Indemnitee:

Additional Indemnification. (a) Pursuant to Section 1701.13(E)(6145(f) of the ORCDGCL, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof or any other provision of this Agreement or the Articleshereof, the Regulationscertificate, the ORCbylaws, the DGCL, any policy of insurance, insurance or otherwise, but subject to any limitation the limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder and subject to the following provisions of this determined as contemplated by Section 33(a) hereof, the Company shall indemnify the Indemnitee against any amount which he is or becomes legally obligated to pay relating to or arising out of any claim made against him because of any act, failure to act, act or neglect or breach of duty, including any actual or alleged error, misstatement, misstatement or misleading statement, that which he commits, suffers, permits, permits or acquiesces in while acting in his capacity as a director or officer of the Company, or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 shall include any and all Expensesdamages, judgments, fines, settlements and amounts paid in settlementcharges, actually costs and reasonably incurred by the Indemnitee in connection therewith including any appeal of or from any judgment or decision; PROVIDEDExpenses, HOWEVERprovided, however, that the Company shall not be obligated under this Section 3 3(a) to make any payment in connection with any claim against the Indemnitee:

Additional Indemnification. (a) Pursuant to Section 1701.13(E)(6) 12:83E of the ORCLBCL, without limiting any right which the Indemnitee may have pursuant to under Section 2 hereof or any other provision of this Agreement or 2, the Articles, the RegulationsBy-Laws, the ORCLBCL, any policy of insurance, insurance or otherwise, but subject to the limitations set forth in Section 2(f) and to any limitation on the maximum permissible indemnity which that may exist under applicable law at the time of any request for indemnity hereunder and subject to the following provisions of as contemplated by this Section 33(a), the Company shall will indemnify the Indemnitee against any amount which he or she is or becomes legally obligated to pay relating to or arising out of any claim made against him or her because of any act, failure to act, act or neglect or breach of duty, including any actual or alleged error, misstatementomission, misstatement or misleading statement, that which he or she commits, suffers, permits, permits or acquiesces in while acting in his or her capacity as a director or officer of the Company, or, at the request of the Company, in an Authorized Capacity of or for Another Entity. The payments which the Company is obligated to make pursuant to this Section 3 shall will include any and all Expenseswithout limitation damages, judgments, fines, and amounts paid in settlement, actually fines and reasonably incurred by the Indemnitee in connection therewith reasonable charges, costs, expenses, including any appeal attorneys’ fees, expenses of investigation, preparation, defense and settlement of Proceedings, and expenses of appeal, attachment or from any judgment or decisionsimilar bonds; PROVIDEDprovided, HOWEVERhowever, that the Company shall will not be obligated under this Section 3 3(a) to make any payment in connection with any claim against the Indemnitee:

Additional Indemnification. (a) Pursuant to ORC Section 1701.13(E)(6) of the ORC), without limiting any right which the Indemnitee may have pursuant to Section 2 hereof or any other provision of this Agreement or the Articles, the Regulations, the ORC, any policy of insurance, or otherwise, but subject to any limitation on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder and subject to the following provisions of this Section 3, the Company shall indemnify the Indemnitee against any amount which he or she is or becomes obligated to pay relating to or arising out of any claim (including any pending, threatened or completed action, suit or proceeding to which he or she is or is threatened to be made a party) made against him because of any act, failure action alleged to act, have been taken or neglect or breach of dutyomitted to be taken, including any actual or alleged error, misstatement, or misleading statement, that which he or she commits, suffers, permits, or acquiesces in while acting in his or her capacity as a director director, officer, employee or agent of the CompanyCompany or while serving at the request of the Company as a director, trustee, officer, employee, member, manager or agent of another corporation (domestic or foreign, non-profit or for profit), limited liability company, partnership, joint venture, trust, or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 shall include any and all Expensesinclude, without limitation, judgments, fines, and amounts paid in settlement, settlement and any and all Expenses actually and reasonably incurred by the Indemnitee in connection therewith including any appeal of or from any judgment or decision; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated under this Section 3 to make any payment in connection with any claim against the Indemnitee:

Additional Indemnification. (a) Pursuant to Section 1701.13(E)(6145(f) of the ORC-------------------------- DGCL, without limiting any right which the Indemnitee may have pursuant to under Section 2 hereof or any other provision of this Agreement or the Articles2, the RegulationsCertificate, the ORCBylaws, the DGCL, any policy of insurance, insurance or otherwise, but subject to the limitations set forth in Section 2(f) and to any limitation on the maximum permissible indemnity which that may exist under applicable law at the time of any request for indemnity hereunder and subject to the following provisions of as contemplated by this Section 33(a), the Company shall will indemnify the Indemnitee against any amount which he or she is or becomes legally obligated to pay relating to or arising out of any claim made against him or her because of any act, failure to act, act or neglect or breach of duty, including any actual or alleged error, misstatementomission, misstatement or misleading statement, that which he or she commits, suffers, permits, permits or acquiesces in while acting in his or her capacity as a director or officer of the Company, or, at the request of the Company, in an Authorized Capacity of or for Another Entity. The payments which the Company is obligated to make pursuant to this Section 3 shall will include any and all Expenseswithout limitation damages, judgments, fines, and amounts paid in settlementsettlement and reasonable charges, actually costs and reasonably incurred by the Indemnitee in connection therewith expenses, including any appeal attorneys' fees, expenses of investigation, preparation, defense and settlement of Proceedings and expenses of appeal, attachment or from any judgment or decisionsimilar bonds; PROVIDEDprovided, HOWEVERhowever, that the Company shall will not be obligated under this Section 3 3(a) to make any payment in connection with any claim against the Indemnitee:

Additional Indemnification. (a) Pursuant to Section 1701.13(E)(6145(f) of the ORC-------------------------- GCL, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof or any other provision of this Agreement or the Articles1 hereof, the RegulationsCertificate, the ORCBylaws, the GCL, any policy of insurance, insurance or otherwise, but subject to any limitation the limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder and subject to the following provisions of this determined as contemplated by Section 32(a) hereof, the Company shall indemnify the Indemnitee against any amount which he is or becomes legally obligated to pay relating to or arising out of any claim made against him because of any act, failure to act, act or neglect or breach of duty, including any actual or alleged error, misstatement, misstatement or misleading statement, that which he commits, suffers, permits, permits or acquiesces in while acting in his capacity as a director director, officer, employee or agent of the Company, or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 2 shall include any and all Expensesinclude, without limitation, damages, judgments, finessettlements and charges, costs, expenses, expenses of investigation and expenses of defense of legal actions, suits, proceedings or claims and appeals therefrom, and amounts paid in settlementexpenses of appeal, actually and reasonably incurred by the Indemnitee in connection therewith including any appeal of attachment or from any judgment or decisionsimilar bonds; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated -------- ------- under this Section 3 2(a) to make any payment in connection with any claim against the Indemnitee:

Additional Indemnification. (a) Pursuant to Section 1701.13(E)(6145(f) of the ORCDGCL, without limiting any right which the Indemnitee may have pursuant to under Section 2 hereof or any other provision of this Agreement or the Articles2, the RegulationsBy-Laws, the ORCDGCL, any policy of insurance, insurance or otherwise, but subject to the limitations set forth in Section 2(f) and to any limitation on the maximum permissible indemnity which that may exist under applicable law at the time of any request for indemnity hereunder and subject to the following provisions of as contemplated by this Section 33(a), the Company shall indemnify the Indemnitee against any amount which that he is or becomes legally obligated to pay relating to or arising out of any claim made against him because of any act, failure to act, act or neglect or breach of duty, including any actual or alleged error, misstatementomission, misstatement or misleading statement, that he commits, suffers, permits, permits or acquiesces in while acting in his capacity as a director or officer of the Company, or, at the request of the Company, in an Authorized Capacity of or for Another Entity. The payments which that the Company is obligated to make pursuant to this Section 3 shall include any and all Expensesdamages, judgments, fines, and amounts paid in settlementsettlement and reasonable charges, actually costs and reasonably incurred by the Indemnitee in connection therewith expenses, including any appeal expenses of investigation, preparation, defense and settlement of Proceedings and expenses of appeal, attachment or from any judgment or decisionsimilar bonds; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated under this Section 3 3(a) to make any payment in connection with any claim against the Indemnitee:

Additional Indemnification. (a) Pursuant to Section 1701.13(E)(6) of the ORC, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof 3 or any other provision of this Agreement or the Articles, the Regulations, the ORC, any policy of insurance, insurance or otherwise, but subject to any limitation on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder under this Agreement and subject to the following provisions of this Section 34, the Company shall indemnify the Indemnitee against any amount which he [he/she] is or becomes obligated to pay relating to or arising out of any claim made against him [him/her] because of any act, failure to act, act or neglect or breach of duty, including any actual or alleged error, misstatement, misstatement or misleading statement, that he [he/she] commits, suffers, permits, permits or acquiesces in while acting in his [his/her] capacity as a director and/or an officer of the CompanyCompany or at the request of the Company as a director, trustee, officer, employee, member, manager or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 4 shall include any and all Expenses, judgments, fines, fines and amounts paid in settlement, actually and reasonably incurred by the Indemnitee in connection therewith including any appeal of or from any judgment or decision; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated under this Section 3 4 to make any payment in connection with any claim against the Indemnitee:

Additional Indemnification. (a) Pursuant to Section 1701.13(E)(6) of the ORCGeneral Corporation Law of the State of Ohio (the "OCL"), without limiting any right which the Indemnitee may have pursuant to Section 2 hereof or any other provision of this Agreement or the Articles, the Regulations, the ORCOCL, any policy of insurance, or otherwise, but subject to any limitation on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder and subject to the following provisions of this Section 3, the Company shall indemnify the Indemnitee against any amount which he is or becomes obligated to pay relating to or arising out of any claim made against him because of any act, failure to act, or neglect or breach of duty, including any actual or alleged error, misstatement, or misleading statement, that he commits, suffers, permits, or acquiesces in while acting in his capacity as a director of the Company. The payments which the Company is obligated to make pursuant to this Section 3 shall include any and all Expenses, judgments, fines, and amounts paid in settlementsettlement and any and all Expenses, actually and reasonably incurred by the Indemnitee in connection therewith including any appeal of or from any judgment or decision; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated under this Section 3 to make any payment in connection with any claim against the Indemnitee:

Additional Indemnification. (a) Pursuant to Section 1701.13(E)(6145(f) of the ORCGCL, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof or any other provision of this Agreement or the Articleshereof, the RegulationsCertificate, the ORCBylaws, the GCL, any policy of insurance, insurance or otherwise, but subject to any limitation the limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder and subject to the following provisions of this determined as contemplated by Section 34(a) hereof, the Company shall indemnify the Indemnitee against any amount which he is or becomes legally obligated to pay relating to or arising out of any claim made against him because of any act, failure to act, act or neglect or breach of duty, including any actual or alleged error, misstatement, misstatement or misleading statement, that which he commits, suffers, permits, permits or acquiesces in while acting in his capacity as a director of the Company, or, at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The payments which the Company is obligated to make pursuant to this Section 3 shall include any and all Expensesinclude, without limitation, damages, judgments, finessettlements and charges, costs, expenses, expenses of investigation and expenses of defense of legal actions, suits, proceedings or claims and appeals therefrom, and amounts paid in settlementexpenses of appeal, actually and reasonably incurred by the Indemnitee in connection therewith including any appeal of attachment or from any judgment or decisionsimilar bonds; PROVIDEDprovided, HOWEVER, however that the Company shall not be obligated under this Section 3 3(a) to make any payment in connection with any claim against the Indemnitee:

Additional Indemnification. (a) Pursuant to Section 1701.13(E)(6145(f) of the ORCDGCL, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof or any other provision of this Agreement or the Articleshereof, the RegulationsCertificate, the ORCBylaws, the DGCL, any policy of insurance, insurance or otherwise, but subject to any limitation the limitations on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder and subject to the following provisions of this determined as contemplated by Section 33(a) hereof, the Company shall indemnify the Indemnitee against any amount which he is or becomes legally obligated to pay relating to or arising out of any claim made against him because of any act, failure to act, act or neglect or breach of duty, including any actual or alleged error, misstatement, misstatement or misleading statement, that which he commits, suffers, permits, permits or acquiesces in while acting in his capacity as a director or officer of the Company, or, at the written request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, in any such case owned or controlled by the Company. The payments which the Company is obligated to make pursuant to this Section 3 shall include any and all Expenseswithout limitation damages, judgments, finessettlements and charges, costs, expenses, expenses of investigation and expenses of defense of legal actions, suits, proceedings or claims and appeals therefrom, and amounts paid in settlementexpenses of appeal, actually and reasonably incurred by the Indemnitee in connection therewith including any appeal of attachment or from any judgment or decisionsimilar bonds; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated under this Section 3 3(a) to make any payment in connection with any claim against the Indemnitee:

Additional Indemnification. (a) Pursuant to Section 1701.13(E)(6) of the ORC, without limiting any right which the Indemnitee may have pursuant to Section 2 hereof or any other provision of this Agreement or the Articles, the Regulations, the ORC, any policy of insurance, or otherwise, but subject to any limitation on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder and subject to the following provisions of this Section 3, the Company shall indemnify the Indemnitee against any amount which he is or becomes obligated to pay relating to or arising out of any claim made against him because of any act, failure to act, or neglect or breach of duty, including any actual or alleged error, misstatement, or misleading statement, that he commits, suffers, permits, or acquiesces in while acting in his capacity as a director an officer of the Company. The payments which the Company is obligated to make pursuant to this Section 3 shall include any and all Expenses, judgments, fines, and amounts paid in settlement, actually and reasonably incurred by the Indemnitee in connection therewith including any appeal of or from any judgment or decision; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated under this Section 3 to make any payment in connection with any claim against the Indemnitee:

Additional Indemnification. (a) Pursuant to Section 1701.13(E)(6) of the ORC, without Without limiting any right which the Indemnitee may have pursuant to Section 2 hereof or any other provision of this Agreement or the Articles, the Regulations, the ORCOCL, any policy of insurance, or otherwise, but subject to any limitation on the maximum permissible indemnity which may exist under applicable law at the time of any request for indemnity hereunder and subject to the following provisions of this Section 3, the Company shall indemnify pay on behalf of the Indemnitee against any amount which he is or becomes obligated to pay relating to or arising out of any claim made against him because of any act, failure to act, or neglect or breach of duty, including any actual or alleged error, misstatementstatement, or misleading statement, that he commits, suffers, permits, or acquiesces in while acting in his capacity as a director or an officer of the Company. The payments which the Company is obligated to make pursuant to this Section 3 shall include without limitation any and all Expenses, judgments, fines, and amounts paid in settlement, actually and reasonably incurred by the Indemnitee in connection therewith including any appeal of or from any judgment or decision; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be obligated under this Section 3 to make any payment in connection with any claim against the Indemnitee: