Common use of Basic Indemnification Arrangement Clause in Contracts

Basic Indemnification Arrangement. (a) In accordance with the provisions of the Massachusetts Business Corporation Law and the By-Laws, the Company shall, to the extent legally permissible, indemnify the Indemnitee against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by the Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which the Indemnitee may be involved or with which the Indemnitee may be threatened, while in office or thereafter, by reason of the Indemnitee being or having been a director or officer of the Company, except with respect to any matter as to which the Indemnitee shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that the Indemnitee's action was in the best interests of the Company (the Indemnitee serving another organization at the request of the Company as director, officer or trustee, provided the Indemnitee shall have acted in good faith in the reasonable belief that the Indemnitee's action was in the best interests of such other organization, to be deemed as having acted in such manner with respect to the Company) or, to the extent that such matter relates to service with respect to any employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan; provided, however, that as to any matter disposed of by a compromise payment by the Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interests of the Company, after notice that it involves such indemnification: (i) by a disinterested majority of the directors then in office; or (ii) by a majority of the disinterested directors then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that the Indemnitee appears to have acted in good faith in the reasonable belief that the Indemnitee's action was in the best interests of the Company; or (iii) by the holders of a majority of the outstanding stock at the time entitled to vote for directors, voting as a single class, exclusive of any stock owned by any interested director or officer. (b) If so requested by the Indemnitee in writing, the Company shall promptly advance (but in no event more than five (5) business days after receiving such request) any and all expenses, including counsel fees, reasonably incurred by the Indemnitee in connection with the defense or disposition of any such action, suit or other proceeding ("Expenses"), to the Indemnitee (an "Expense Advance") upon receipt by the Company of an undertaking by the Indemnitee in form reasonably satisfactory to the Company to repay the Expense Advance if the Indemnitee shall be adjudicated not to be entitled to indemnification in accordance with the provisions of the Massachusetts Business Corporation Law and the By-Laws.

Basic Indemnification Arrangement. (a) In accordance with The Company will indemnify and hold harmless each Indemnified Party against all Indemnifiable Losses relating to, resulting from or arising out of any Claim. The failure by an Indemnified Party to notify the provisions Company of such Claim will not relieve the Massachusetts Business Corporation Law Company from any liability hereunder unless, and only to the By-Lawsextent that, the Company shall, to the extent legally permissible, indemnify the Indemnitee against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by the Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which the Indemnitee may be involved or with which the Indemnitee may be threatened, while in office or thereafter, by reason did not learn of the Indemnitee being or having been a director or officer of the Company, except with respect to any matter as to which the Indemnitee shall have been adjudicated Claim and such failure results in any proceeding not to have acted in good faith in the reasonable belief that the Indemnitee's action was in the best interests of the Company (the Indemnitee serving another organization at the request of the Company as director, officer or trustee, provided the Indemnitee shall have acted in good faith in the reasonable belief that the Indemnitee's action was in the best interests of such other organization, to be deemed as having acted in such manner with respect to the Company) or, to the extent that such matter relates to service with respect to any employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan; provided, however, that as to any matter disposed of by a compromise payment by the Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interests of the Company, after notice that it involves such indemnification: (i) by a disinterested majority of the directors then in office; or (ii) by a majority of the disinterested directors then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that the Indemnitee appears to have acted in good faith in the reasonable belief that the Indemnitee's action was in the best interests of the Company; or (iii) by the holders of a majority of the outstanding stock at the time entitled to vote for directors, voting as a single class, exclusive of any stock owned by any interested director or officer. (b) If so requested by the Indemnitee in writing, the Company shall promptly advance (but in no event more than five (5) business days after receiving such request) any and all expenses, including counsel fees, reasonably incurred by the Indemnitee in connection with the defense or disposition of any such action, suit or other proceeding ("Expenses"), to the Indemnitee (an "Expense Advance") upon receipt forfeiture by the Company of an undertaking substantial defenses, rights or insurance coverage. The Indemnified Parties will have the right to select one law firm (plus local counsel) of ENTITY's choosing to represent all Indemnified Parties in any Claim and all Expenses incurred in connection therewith will be paid by the Indemnitee in form reasonably satisfactory Company within five business days of a request therefor. Without limiting the generality or effect of any other provision hereof, the parties expressly acknowledge that the foregoing indemnity is intended to the Company to repay the Expense Advance if the Indemnitee shall be adjudicated not to be entitled to indemnification in accordance with the provisions apply regardless of the Massachusetts Business Corporation Law and nature of the By-Lawsalleged conduct of the Indemnified Party, including without limitation actual or alleged ordinary or gross negligence, recklessness or willful misconduct. Notwithstanding the foregoing, upon a final, nonappealable determination by a court of competent jurisdiction in an action against an Indemnified Party that the Losses (or a portion thereof) relating to, resulting from or arising out of a Claim were related solely to, resulted solely from or arose solely out of such Indemnified Party's gross negligence, recklessness or willful misconduct, the amount of such Indemnified Party's Indemnified Losses in respect of such Claim will be reduced by the amount of such Losses (or a portion thereof).

Basic Indemnification Arrangement. (a) In accordance with the provisions of the Massachusetts Business Corporation Law Except as provided in subsections 8.2(d), 8.2(e) and the By-Laws8.2(f) below, the Company shall, Corporation shall indemnify an individual who is made a party to the extent legally permissible, indemnify the Indemnitee against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise a proceeding because he is or as fines and penalties, and counsel fees, reasonably incurred by the Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which the Indemnitee may be involved or with which the Indemnitee may be threatened, while in office or thereafter, by reason of the Indemnitee being or having been was a director or officer of against liability incurred by him in the Company, except with respect to any matter as to which the Indemnitee shall have been adjudicated in any proceeding not to have if he acted in good faith and in the reasonable belief that the Indemnitee's action was a manner he reasonably believed to be in or not opposed to the best interests of the Company (the Indemnitee serving another organization at the request of the Company as director, officer or trustee, provided the Indemnitee shall have acted in good faith in the reasonable belief that the Indemnitee's action was in the best interests of such other organization, to be deemed as having acted in such manner with respect to the Company) or, to the extent that such matter relates to service with respect to any employee benefit planCorporation and, in the best interests of the participants or beneficiaries of such employee benefit plan; provided, however, that as to any matter disposed of by a compromise payment by the Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interests of the Company, after notice that it involves such indemnification: (i) by a disinterested majority of the directors then in office; or (ii) by a majority of the disinterested directors then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that the Indemnitee appears to have acted in good faith in the reasonable belief that the Indemnitee's action was in the best interests of the Company; or (iii) by the holders of a majority of the outstanding stock at the time entitled to vote for directors, voting as a single class, exclusive case of any stock owned by any interested director or officercriminal proceeding, he had no reasonable cause to believe his conduct was unlawful. (b) If so requested A person's conduct with respect to an employee benefit plan for a purpose he believed in good faith to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection 8.2(a). (c) The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of NOLO CONTENDERE or its equivalent shall not, of itself, be determinative that the proposed indemnitee did not meet the standard of conduct set forth in subsection 8.2(a). (d) The Corporation shall not indemnify a person under this Article in connection with a proceeding by or in the right of the Corporation in which such person was adjudged liable to the Corporation, unless, and then only to the extent that, the Reviewing Party, or a court of competent jurisdiction acting pursuant to Section 8.5 of this Article, determines that, in view of the circumstances of the case, the indemnitee is fairly and reasonably entitled to indemnification. (e) Indemnification permitted under this Article in connection with a proceeding by or in the right of the Corporation shall include reasonable expenses, penalties, fines (including an excise tax assessed with respect to an employee benefit plan) and amounts paid in settlement (provided that such settlement and the amounts paid in connection therewith are not unreasonable, as determined by the Indemnitee Reviewing Party responsible for making the determination that indemnification is permissible as described in writing, the Company shall promptly advance (but in no event more than five (5Section 8.4(b) business days after receiving such requestbelow) any and all expenses, including counsel fees, reasonably incurred by the Indemnitee in connection with the defense or disposition proceeding, but, unless ordered by a court, shall not include judgments. (f) Notwithstanding any other provision of any such actionthis Article, suit or other proceeding ("Expenses"), to the Indemnitee (an "Expense Advance") upon receipt by the Company of an undertaking by the Indemnitee in form reasonably satisfactory to the Company to repay the Expense Advance if the Indemnitee no person shall be adjudicated not to be entitled to indemnification or advancement of expenses hereunder with respect to any proceeding or claim brought or made by him against the Corporation, other than a proceeding or claim seeking or defending such person's right to indemnification or advancement of expense pursuant to Section 8.5 hereof or otherwise. (g) If any person is entitled under any provision of this Article to indemnification by the Corporation for some portion of liability incurred by him, but not the total amount thereof, the Corporation shall indemnify such person for the portion of such liability to which he is entitled. (h) The Corporation shall indemnify a director or officer to the extent that he has been successful, on the merits or otherwise, in accordance the defense of any proceeding to which he was a party, or in defense of any claim, issue or matter therein, because he is or was a director or officer, against reasonable expenses incurred by him in connection with the provisions of the Massachusetts Business Corporation Law and the By-Lawsproceeding.

Basic Indemnification Arrangement. (a) In accordance with the provisions of the Massachusetts Business Corporation Law Except as provided in subsections 8.2(d), 8.2(e) and the By-Laws8.2(f) below, the Company shall, Corporation shall indemnify an individual who is made a party to the extent legally permissible, indemnify the Indemnitee against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise a proceeding because he is or as fines and penalties, and counsel fees, reasonably incurred by the Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which the Indemnitee may be involved or with which the Indemnitee may be threatened, while in office or thereafter, by reason of the Indemnitee being or having been was a director or officer of against liability incurred by him in the Company, except with respect to any matter as to which the Indemnitee shall have been adjudicated in any proceeding not to have if he acted in good faith and in the reasonable belief that the Indemnitee's action was a manner he reasonably believed to be in or not opposed to the best interests of the Company (the Indemnitee serving another organization at the request of the Company as director, officer or trustee, provided the Indemnitee shall have acted in good faith in the reasonable belief that the Indemnitee's action was in the best interests of such other organization, to be deemed as having acted in such manner with respect to the Company) or, to the extent that such matter relates to service with respect to any employee benefit planCorporation and, in the best interests of the participants or beneficiaries of such employee benefit plan; provided, however, that as to any matter disposed of by a compromise payment by the Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interests of the Company, after notice that it involves such indemnification: (i) by a disinterested majority of the directors then in office; or (ii) by a majority of the disinterested directors then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that the Indemnitee appears to have acted in good faith in the reasonable belief that the Indemnitee's action was in the best interests of the Company; or (iii) by the holders of a majority of the outstanding stock at the time entitled to vote for directors, voting as a single class, exclusive case of any stock owned by any interested director or officercriminal proceeding, he had no reasonable cause to believe his conduct was unlawful. (b) If so requested A person's conduct with respect to an employee benefit plan for a purpose he believed in good faith to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection 8.2(a). (c) The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, be determinative that the proposed indemnitee did not meet the standard of conduct set forth in subsection 8.2(a). (d) The Corporation shall not indemnify a person under this Article in connection with a proceeding by or in the right of the Corporation in which such person was adjudged liable to the Corporation, unless, and then only to the extent that, the Reviewing Party, or a court of competent jurisdiction acting pursuant to Section 8.5 of this Article, determines that, in view of the circumstances of the case, the indemnitee is fairly and reasonably entitled to indemnification. (e) Indemnification permitted under this Article in connection with a proceeding by or in the right of the Corporation shall include reasonable expenses, penalties, fines (including an excise tax assessed with respect to an employee benefit plan) and amounts paid in settlement (provided that such settlement and the amounts paid in connection therewith are not unreasonable, as determined by the Indemnitee Reviewing Party responsible for making the determination that indemnification is permissible as described in writing, the Company shall promptly advance (but in no event more than five (5Section 8.4(b) business days after receiving such requestbelow) any and all expenses, including counsel fees, reasonably incurred by the Indemnitee in connection with the defense or disposition proceeding, but, unless ordered by a court, shall not include judgments. (f) Notwithstanding any other provision of any such actionthis Article, suit or other proceeding ("Expenses"), to the Indemnitee (an "Expense Advance") upon receipt by the Company of an undertaking by the Indemnitee in form reasonably satisfactory to the Company to repay the Expense Advance if the Indemnitee no person shall be adjudicated not to be entitled to indemnification or advancement of expense hereunder with respect to any proceeding or claim brought or made by him against the Corporation, other than a proceeding or claim seeking or defending such person's right to indemnification or advancement of expense pursuant to Section 8.5 hereof or otherwise. (g) If any person is entitled under any provision of this Article to indemnification by the Corporation for some portion of liability incurred by him, but not the total amount thereof, the Corporation shall indemnify such person for the portion of such liability to which he is entitled. (h) The Corporation shall indemnify a director or officer to the extent that he has been successful, on the merits or otherwise, in accordance the defense of any proceeding to which he was a party, or in defense of any claim, issue or matter therein, because he is or was a director or officer, against reasonable expenses incurred by him in connection with the provisions of the Massachusetts Business Corporation Law and the By-Lawsproceeding.

Basic Indemnification Arrangement. (a) In accordance with the provisions of the Massachusetts Business Corporation Law Except as provided in subsections 8.2(d), 8.2(e) and the By-Laws8.2(f) below, the Company shall, Corporation shall indemnify an individual who is made a party to the extent legally permissible, indemnify the Indemnitee against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise a proceeding because he is or as fines and penalties, and counsel fees, reasonably incurred by the Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which the Indemnitee may be involved or with which the Indemnitee may be threatened, while in office or thereafter, by reason of the Indemnitee being or having been was a director or officer of against liability incurred by him in the Company, except with respect to any matter as to which the Indemnitee shall have been adjudicated in any proceeding not to have if he acted in good faith and in the reasonable belief that the Indemnitee's action was a manner he reasonably believed to be in or not opposed to the best interests of the Company (the Indemnitee serving another organization at the request of the Company as director, officer or trustee, provided the Indemnitee shall have acted in good faith in the reasonable belief that the Indemnitee's action was in the best interests of such other organization, to be deemed as having acted in such manner with respect to the Company) or, to the extent that such matter relates to service with respect to any employee benefit planCorporation and, in the best interests of the participants or beneficiaries of such employee benefit plan; provided, however, that as to any matter disposed of by a compromise payment by the Indemnitee, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interests of the Company, after notice that it involves such indemnification: (i) by a disinterested majority of the directors then in office; or (ii) by a majority of the disinterested directors then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that the Indemnitee appears to have acted in good faith in the reasonable belief that the Indemnitee's action was in the best interests of the Company; or (iii) by the holders of a majority of the outstanding stock at the time entitled to vote for directors, voting as a single class, exclusive case of any stock owned by any interested director or officercriminal proceeding, he had no reasonable cause to believe his conduct was unlawful. (b) If so requested A person's conduct with respect to an employee benefit plan for a purpose he believed in good faith to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection 8.2(a). (c) The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, be determinative that the proposed indemnitee did not meet the standard of conduct set forth in subsection 8.2(a). (d) The Corporation shall not indemnify a person under this Article in connection with a proceeding by or in the right of the Corporation in which such person was adjudged liable to the Corporation, unless, and then only to the extent that, the Reviewing Party, or a court of competent jurisdiction acting pursuant to Section 8.5 of this Article, determines that, in view of the circumstances of the case, the indemnitee is fairly and reasonably entitled to indemnification. (e) Indemnification permitted under this Article in connection with a proceeding by or in the right of the Corporation shall include reasonable expenses, penalties, fines (including an excise tax assessed with respect to an employee benefit plan) and amounts paid in settlement (provided that such settlement and the amounts paid in connection therewith are not unreasonable, as determined by the Indemnitee Reviewing Party responsible for making the determination that indemnification is permissible as described in writing, the Company shall promptly advance (but in no event more than five (5Section 8.4(b) business days after receiving such requestbelow) any and all expenses, including counsel fees, reasonably incurred by the Indemnitee in connection with the defense or disposition proceeding, but, unless ordered by a court, shall not include judgments. (f) Notwithstanding any other provision of any such actionthis Article, suit or other proceeding ("Expenses"), to the Indemnitee (an "Expense Advance") upon receipt by the Company of an undertaking by the Indemnitee in form reasonably satisfactory to the Company to repay the Expense Advance if the Indemnitee no person shall be adjudicated not to be entitled to indemnification or advancement of expenses hereunder with respect to any proceeding or claim brought or made by him against the Corporation, other than a proceeding or claim seeking or defending such person's right to indemnification or advancement of expense pursuant to Section 8.5 hereof or otherwise. (g) If any person is entitled under any provision of this Article to indemnification by the Corporation for some portion of liability incurred by him, but not the total amount thereof, the Corporation shall indemnify such person for the portion of such liability to which he is entitled. (h) The Corporation shall indemnify a director or officer to the extent that he has been successful, on the merits or otherwise, in accordance the defense of any proceeding to which he was a party, or in defense of any claim, issue or matter therein, because he is or was a director or officer, against reasonable expenses incurred by him in connection with the provisions of the Massachusetts Business Corporation Law and the By-Lawsproceeding.

Basic Indemnification Arrangement. (a) In accordance with the provisions event the Indemnitee becomes a party to or other participant in, or is threatened to be made a party to or other participant in, a Claim by reason of the Massachusetts Business Corporation Law and the By-Laws(or arising in whole or in part out of) an Indemnifiable Event, the Company shallCorporation and Computer 2000, to the extent legally permissiblejointly and severally, shall indemnify the Indemnitee to the fullest extent permitted by law against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by Indemnifiable Expenses if the Indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which the Indemnitee may be involved or with which the Indemnitee may be threatened, while in office or thereafter, by reason of the Indemnitee being or having been a director or officer of the Company, except with respect to any matter as to which the Indemnitee shall have been adjudicated in any proceeding not to have acted in good faith and in the reasonable belief that the Indemnitee's action was a manner he reasonably believed to be in or not opposed to the best interests of the Company (the Indemnitee serving another organization at the request of the Company as directorCorporation and, officer or trustee, provided the Indemnitee shall have acted in good faith in the reasonable belief that the Indemnitee's action was in the best interests of such other organization, to be deemed as having acted in such manner with respect to the Company) or, to the extent that such matter relates to service with respect to any employee benefit plancriminal Proceeding or investigation, had no reasonable cause to believe his conduct was unlawful. (b) In the event the Indemnitee becomes a party to or other participant in, or is threatened to be made a party to or other participant in, a Claim by or in the right of the Corporation to procure a judgment in its favor by reason of (or arising in whole or in part out of) an Indemnifiable Event, the Corporation and Computer 2000, jointly and (c) To the extent that the Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claim referred to in Sections 2(a) or 2(b) hereof, the best interests Indemnitee shall be indemnified against Indemnifiable Expenses actually and reasonably incurred by him in connection therewith. (d) Subject to Section 3(a), any indemnification under Section 2(a) or 2(b), unless ordered by a court, shall be made by the Corporation or Computer 2000 only as authorized in the specific case upon a determination that indemnification of the participants Indemnitee is proper in the circumstances because the Indemnitee has satisfied the applicable standard set forth in Section 2(a) or beneficiaries 2(b), as the case may be. Such determination shall be made: (i) by the Board of Directors of the Corporation (the "Board") by a majority vote of a quorum consisting of directors who were not parties to such employee benefit planProceeding; (ii) if such a quorum of disinterested directors is not available or if such disinterested directors so direct, by independent legal counsel (designated in the manner provided below in this Section 2(d)) in a written opinion; or (iii) by the common stockholders of the Corporation entitled to vote at the election of directors (the "Stockholders") by a majority vote of Stockholders present at a meeting at which a quorum is present. Independent legal counsel shall be designated by vote of a majority of the disinterested directors; provided, however, that as if the Board is unable or fails to any matter disposed of by a compromise payment so designate, such designation shall be made by the Indemnitee, pursuant Indemnitee subject to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interests approval of the CompanyCorporation and Computer 2000, after notice that it involves which approval shall not be unreasonably withheld. Independent legal counsel shall not be any person or firm who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Corporation, Computer 2000 or the Indemnitee in an action to determine the Indemnitee's rights under this Agreement. The Corporation and Computer 2000, jointly and severally, agree to pay the reasonable fees and expenses of such indemnification: (i) by a disinterested majority of the directors then in office; or (ii) by a majority of the disinterested directors then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that the Indemnitee appears to have acted in good faith in the reasonable belief that the Indemnitee's action was in the best interests of the Company; or (iii) by the holders of a majority of the outstanding stock at the time entitled to vote for directors, voting as a single class, exclusive of any stock owned by any interested director or officer. (b) If so requested by the Indemnitee in writing, the Company shall promptly advance (but in no event more than five (5) business days after receiving such request) any and all expenses, including counsel fees, reasonably incurred by the Indemnitee in connection with the defense or disposition of any such action, suit or other proceeding ("Expenses"), to the Indemnitee (an "Expense Advance") upon receipt by the Company of an undertaking by the Indemnitee in form reasonably satisfactory to the Company to repay the Expense Advance if the Indemnitee shall be adjudicated not to be entitled to indemnification in accordance with the provisions of the Massachusetts Business Corporation Law and the By-Laws.to