Common use of Basic Indemnification Arrangement Clause in Contracts

Basic Indemnification Arrangement. (a) 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 reason of (or arising in whole or in part out of) an Indemnifiable Event, the Corporation and Computer 2000, jointly and severally, shall indemnify the Indemnitee to the fullest extent permitted by law against Indemnifiable Expenses if the Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal 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 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 Indemnitee is proper in the circumstances because the Indemnitee has satisfied the applicable standard set forth in Section 2(a) or 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 Proceeding; (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 if the Board is unable or fails to so designate, such designation shall be made by the Indemnitee subject to the approval of the Corporation and Computer 2000, 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 independent legal counsel and to

Basic Indemnification Arrangement. (a) In Except as provided in subsections 8.2(d), 8.2(e) and 8.2(f) below, the event the Indemnitee becomes a party to or other participant in, or Corporation shall indemnify an individual who is threatened to be made a party to a proceeding because he is or other participant in, was a Claim director or officer against liability incurred by reason of (or arising him in whole or in part out of) an Indemnifiable Event, the Corporation and Computer 2000, jointly and severally, shall indemnify the Indemnitee to the fullest extent permitted by law against Indemnifiable Expenses proceeding if the Indemnitee he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to in the case of any criminal Proceeding or investigationproceeding, he had no reasonable cause to believe his conduct was unlawful. (b) In A person's conduct with respect to an employee benefit plan for a purpose he believed in good faith to be in the event interests of the Indemnitee becomes participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection 8.2(a). (c) The termination of a party to or other participant inproceeding by judgment, order, settlement, or is threatened to conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, be made 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 party to or other participant in, person under this Article in connection with a Claim proceeding by or in the right of the Corporation in which such person was adjudged liable to procure a judgment in its favor by reason of (or arising in whole or in part out of) an Indemnifiable Eventthe Corporation, unless, and then only to the extent that, the Corporation and Computer 2000Reviewing Party, jointly and (c) To or a court of competent jurisdiction acting pursuant to Section 8.5 of this Article, determines that, in view of the extent that circumstances of the Indemnitee has been successful on the merits or otherwise, including, without limitationcase, the dismissal of an action without prejudice, in defense of any Claim referred to in Sections 2(a) or 2(b) hereof, the Indemnitee shall be indemnified against Indemnifiable Expenses actually indemnitee is fairly and reasonably incurred by him in connection therewithentitled to indemnification. (de) Subject 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 Reviewing Party responsible for making the determination that indemnification is permissible as described in Section 3(a)8.4(b) below) in connection with the proceeding, any indemnification under Section 2(a) or 2(b)but, unless ordered by a court, shall not include judgments. (f) Notwithstanding any other provision of this Article, no person shall 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 Computer 2000 only as authorized officer to the extent that he has been successful, on the merits or otherwise, in the specific case upon defense of any proceeding to which he was a determination that indemnification 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 Indemnitee is proper in the circumstances because the Indemnitee has satisfied the applicable standard set forth in Section 2(a) or 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 Proceeding; (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 if the Board is unable or fails to so designate, such designation shall be made by the Indemnitee subject to the approval of the Corporation and Computer 2000, 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 independent legal counsel and toproceeding.

Basic Indemnification Arrangement. (a) In Except as provided in subsections 8.2(d), 8.2(e) and 8.2(f) below, the event the Indemnitee becomes a party to or other participant in, or Corporation shall indemnify an individual who is threatened to be made a party to a proceeding because he is or other participant in, was a Claim director or officer against liability incurred by reason of (or arising him in whole or in part out of) an Indemnifiable Event, the Corporation and Computer 2000, jointly and severally, shall indemnify the Indemnitee to the fullest extent permitted by law against Indemnifiable Expenses proceeding if the Indemnitee he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to in the case of any criminal Proceeding or investigationproceeding, he had no reasonable cause to believe his conduct was unlawful. (b) In A person's conduct with respect to an employee benefit plan for a purpose he believed in good faith to be in the event interests of the Indemnitee becomes participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection 8.2(a). (c) The termination of a party to or other participant inproceeding by judgment, order, settlement, or is threatened to conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, be made 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 party to or other participant in, person under this Article in connection with a Claim proceeding by or in the right of the Corporation in which such person was adjudged liable to procure a judgment in its favor by reason of (or arising in whole or in part out of) an Indemnifiable Eventthe Corporation, unless, and then only to the extent that, the Corporation and Computer 2000Reviewing Party, jointly and (c) To or a court of competent jurisdiction acting pursuant to Section 8.5 of this Article, determines that, in view of the extent that circumstances of the Indemnitee has been successful on the merits or otherwise, including, without limitationcase, the dismissal of an action without prejudice, in defense of any Claim referred to in Sections 2(a) or 2(b) hereof, the Indemnitee shall be indemnified against Indemnifiable Expenses actually indemnitee is fairly and reasonably incurred by him in connection therewithentitled to indemnification. (de) Subject 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 Reviewing Party responsible for making the determination that indemnification is permissible as described in Section 3(a)8.4(b) below) in connection with the proceeding, any indemnification under Section 2(a) or 2(b)but, unless ordered by a court, shall not include judgments. (f) Notwithstanding any other provision of this Article, no person shall 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 Computer 2000 only as authorized officer to the extent that he has been successful, on the merits or otherwise, in the specific case upon defense of any proceeding to which he was a determination that indemnification 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 Indemnitee is proper in the circumstances because the Indemnitee has satisfied the applicable standard set forth in Section 2(a) or 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 Proceeding; (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 if the Board is unable or fails to so designate, such designation shall be made by the Indemnitee subject to the approval of the Corporation and Computer 2000, 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 independent legal counsel and toproceeding.

Basic Indemnification Arrangement. (a) In the event the Indemnitee becomes a party to or other participant inThe Company will indemnify and hold harmless each Indemnified Party against all Indemnifiable Losses relating to, or is threatened to be made a party to or other participant in, a Claim by reason of (resulting from or arising in whole or in part out of) of any Claim. The failure by an Indemnifiable EventIndemnified Party to notify the Company of such Claim will not relieve the Company from any liability hereunder unless, and only to the extent that, the Corporation and Computer 2000, jointly and severally, shall indemnify the Indemnitee to the fullest extent permitted by law against Indemnifiable Expenses if the Indemnitee acted in good faith and in a manner he reasonably believed to be in or Company did not opposed to the best interests learn of the Corporation andClaim and such failure results in forfeiture by the Company of substantial defenses, with respect to any criminal Proceeding rights 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 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 Corporation to procure Company within five business days of a judgment in its favor by reason of (request therefor. Without limiting the generality 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 effect of any Claim referred to in Sections 2(a) or 2(b) other provision hereof, the Indemnitee shall be indemnified against Indemnifiable Expenses actually and reasonably incurred by him in connection therewith. (d) Subject parties expressly acknowledge that the foregoing indemnity is intended to Section 3(a)apply regardless of the nature of the alleged conduct of the Indemnified Party, any indemnification under Section 2(a) including without limitation actual or 2(b)alleged ordinary or gross negligence, unless ordered recklessness or willful misconduct. Notwithstanding the foregoing, upon a final, nonappealable determination by a court, shall be made by the Corporation or Computer 2000 only as authorized in the specific case upon a determination that indemnification court of the Indemnitee is proper in the circumstances because the Indemnitee has satisfied the applicable standard set forth in Section 2(a) or 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 Proceeding; (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 if the Board is unable or fails to so designate, such designation shall be made by the Indemnitee subject to the approval of the Corporation and Computer 2000, 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 competent jurisdiction in an action to determine against an Indemnified Party that the Indemnitee's rights under this Agreement. The Corporation and Computer 2000Losses (or a portion thereof) relating to, jointly and severallyresulting from or arising out of a Claim were related solely to, agree to pay the reasonable fees and expenses resulted solely from or arose solely out of such independent legal counsel and toIndemnified 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).