Basic Indemnification. Subject to the terms of this Agreement:
Basic Indemnification. If Indemnitee was, is, or becomes a party to or a witness or other participant in, or is threatened to be made a party to or witness or other participant in an Indemnifiable Derivative Action, the Company shall, subject to the provisions of this Agreement, indemnify Indemnitee to the fullest extent permitted by law against any and all Expenses, but not judgments, fines, or, except as set forth below, amounts paid in settlement of such Derivative Action.
Basic Indemnification. Company shall indemnify and defend Executive and his heirs, executors and administrators against any costs or expense (including reasonable attorneys' fees and amounts paid in settlement, if such settlement is approved by the Company), fine, penalty, judgment and liability reasonably incurred by or imposed upon Executive in connection with any action, suit or proceeding, civil or criminal, to which Executive may be made a party or with which Executive shall be threatened, by reason of Executive's being or having been an Officer, unless with respect to such matter Executive shall have been adjudicated in any proceeding not to have acted in good faith or in the reasonable belief that the action was in the best interests of the Company, or unless such indemnification is precluded by law, public policy, or in the judgment of the Company's Board of Directors, such indemnification is being sought as a result of actions of Executive which were either: (i) grossly negligent; (ii) reflective of Executive misconduct; (iii) in violation of rules, regulations or laws applicable to the Company; or (iv) in disregard of Company policies.
Basic Indemnification. The Company shall hold harmless and indemnify Indemnitee to the fullest extent authorized or permitted (i) by the DGCL, or any other applicable law, the Certificate of Incorporation and the By-Laws as in effect on the date hereof, or (ii) by any amendment of any of the above authorizing or permitting such indemnification which is adopted after the date hereof (but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than the Company was permitted to provide immediately prior to such amendment).
Basic Indemnification. Company shall indemnify and defend Executive and his heirs, executors and administrators against any costs or expense (including reasonable attorneys' fees and amounts
Basic Indemnification. The Company shall hold harmless and indemnify Indemnitee to the fullest extent authorized or permitted (i) by the General Corporation Law of the State of Delaware, or any other applicable law, the Company's Certificate of Incorporation or Bylaws as in effect on the date hereof, or (Ii) by any amendment thereof or other statutory provisions authorizing or permitting such indemnification which is adopted after the date hereof.
Basic Indemnification. Subject to the limitations provided in the following sentence and Section 3 herein, Corporation shall indemnify and hold harmless Indemnitee in connection with any Claim against any and all Expenses and Losses to the maximum extent permitted (or not prohibited) by law and, if requested by Indemnitee, shall advance Expenses as soon as practicable but in any event no later than 30 days after written demand is presented to Corporation. Except as set forth in Section 4 herein, Indemnitee will not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against Corporation or any of its subsidiaries or any director or officer of it or of any of its subsidiaries except for a Claim in which Corporation has joined or the initiation of which the Corporation has consented to. In connection with any determination by Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified under any provision of this Agreement, the burden of proof shall be on Corporation to establish that Indemnitee is not so entitled.
Basic Indemnification. The Corporation hereby indemnifies Indemnitee and agrees to hold Indemnitee harmless to the full extent permitted under the Statute or any other applicable law or any successor to or redesignation or amendment of the Statute and as further provided herein. Indemnification under this Agreement in respect of expenses shall include, without limitation, expenses relating to travel from the Indemnitee's then current residence to attend meetings, depositions, court hearings and other similar events.
Basic Indemnification. Stockholders shall indemnify, defend, save and hold Parent and its officers, directors, employees, agents and Affiliates (including, after the Closing, the Surviving Corporation, collectively, "Parent Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing, whether or not the underlying demands, claims, allegations, etc., of third parties are meritorious; collectively, "Parent Damages") asserted against, imposed upon, resulting to, required to be paid by or incurred by any Parent Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, (i) a breach of any representation or warranty made by Stockholders in this Agreement, in any certificate or document furnished pursuant hereto by Stockholders or National or any Other Agreement to which Stockholders or National, or both, is or is to become a party, (ii) a breach or nonfulfillment of any covenant or agreement made by Stockholders or National in or pursuant to this Agreement or in any Other Agreement to which Stockholders or National, or both, is or is to become a party, and (iii) any and all liabilities of National of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Effective Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Effective Closing Date, except for (i) liabilities fully reserved on the Fiscal Year Financial Statements and/or the Estimated Interim Financial Statements, but only to the extent reserved therein, (ii) those liabilities not required under GAAP to be reserved in the Fiscal Year Financial Statements and/or the Estimated Interim Financial Statements that are expressly quantified and set forth in the Contracts, and (iii) obligations disclosed in this Agreement or in any Other Agreement, Schedule, or Exhibit and (iv) obligations for Accounts Payable which are not the responsibility of Stockholders pursuant to Section 5.07 above.
Basic Indemnification. The Company hereby agrees to hold harmless and --------------------- indemnify Indemnitee and Indemnitee's successors referred to in Section 17 hereof to the fullest extent authorized or permitted by the General Corporation Law of the State of Delaware, or any other applicable law, or by any amendment thereof or other statutory provision authorizing or permitting such indemnification which is adopted after the date hereof.
