Common use of Basic Indemnification Arrangement Clause in Contracts

Basic Indemnification Arrangement. If the Indemnitee was, is or becomes at any time 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, a Claim by reason of (or arising in part out of) an indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent now or hereafter authorized or permitted by law as soon as practicable but in any event no later than 30 days after written demand is presented to the Company, against any and all Expenses, judgments, fines (including excise taxes assessed against an Indemnitee with respect to an employee benefit plan), 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 or amounts paid in settlement) of such Claim; provided that such indemnification shall not apply to any Claim if a judgment or other final adjudication adverse to the Indemnitee establishes that his acts were committed in bad faith, or were the result of active and deliberate dishonesty, or the Indemnitee personally gained in fact a financial profit or other advantage to which he was not legally entitled. If so requested by Indemnitee, the Company shall advance (within two business days of such request) any and all Expenses to Indemnitee (an "Expense Advance"). Notwithstanding anything in this Agreement to the contrary, prior to a Change in Control Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee unless the Board of Directors has authorized or consented to the initiation of such Claim.

Basic Indemnification Arrangement. If the Indemnitee was, is or becomes at any time 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, a Claim by reason of (or arising in part out of) an indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent now or hereafter authorized or permitted by law as soon as practicable but in any event no later than 30 days after written demand is presented to the Company, against any and all Expenses, judgments, fines (including excise taxes assessed against an Indemnitee with respect to an employee benefit plan), 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 or amounts paid in settlement) of such Claim; provided that such indemnification shall not apply to any Claim if a judgment or other final adjudication adverse to the Indemnitee establishes that his acts were committed in bad faith, or were the result of active and deliberate dishonesty, or the Indemnitee personally gained in fact a financial profit or other advantage to which he was not legally entitled. If so requested by Indemnitee, the Company shall advance (within two business days of such request) any and all Expenses to Indemnitee (an "“Expense Advance"”). Notwithstanding anything in this Agreement to the contrary, prior to a Change in Control Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee unless the Board of Directors has authorized or consented to the initiation of such Claim.

Basic Indemnification Arrangement. If the Indemnitee was, is or becomes at any time 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, a Claim by reason of (or arising in part out of) an indemnifiable Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent now or hereafter authorized or permitted by law as soon as practicable but in any event no later than 30 days after written demand is presented to the Company, against any and all Expenses, judgments, fines (including excise taxes assessed against an Indemnitee with respect to an employee benefit plan), 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 or amounts paid in settlement) of such Claim; provided that such indemnification shall not apply to any Claim if a judgment or other final adjudication adverse to the Indemnitee establishes that his acts (i) were committed in bad faith, or (ii) were the result of active and deliberate dishonestydishonesty by the Indemnitee, or the Indemnitee personally gained (iii) resulted in fact a personal financial profit or other advantage to which he the Indemnitee was not legally entitled. If so requested by entitled or (iv) have been adjudged in a criminal proceeding, against either the Company or the Indemnitee, to be acts as to which the Company shall advance (within two business days trier of such request) any and all Expenses fact or Reviewing Party concludes that Indemnitee did not have reasonable cause to Indemnitee (an "Expense Advance")believe that his conduct was lawful. Notwithstanding anything in this Agreement to the contrary, prior to a Change in Control Indemnitee shall not be entitled to indemnification pursuant to this Agreement in In connection with any Claim initiated determination by the Reviewing Party or otherwise as to whether Indemnitee unless is entitled to be indemnified hereunder the Board burden of Directors proof shall be on the Company to establish that Indemnitee is not so entitled. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, whether civil or criminal, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has authorized or consented to determined that indemnification is not permitted by applicable law. For purposes of the initiation of such Claim.foregoing indemnification and elsewhere in this Agreement, the following definitions shall apply: