Common use of General Right to Indemnification Clause in Contracts

General Right to Indemnification. Subject to Sections 3 and 4g, Lyondell shall indemnify the Indemnitee in the event that Indemnitee was or is a party or is threatened to be made a party to or is involved or is threatened to be involved (as a witness or otherwise) in or otherwise requires representation by counsel in connection with any Claim by reason of the fact that Indemnitee is or was serving in a Corporate Status or by reason of Indemnitee's alleged action or inaction in such capacity, and Indemnitee shall be indemnified and held harmless by Lyondell to the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment with reference to events occurring prior to the effective date thereof, only to the extent that such amendment permits Lyondell to provide broader indemnification rights than such law permitted Lyondell to provide prior to such amendment), against all costs, charges, expenses, liabilities and losses (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to the Indemnitee when the Indemnitee has ceased to be a director or officer (or to serve another entity at the request of Lyondell) and shall inure to the benefit of the Indemnitee's heirs, personal representatives and estate. Notwithstanding the foregoing, if the Indemnitee's Corporate Status arises by virtue of clause (ii) of the definition of Corporate Status, Lyondell's obligation to indemnify under this Agreement shall be subject to the obligation of Equistar, LCR or LMC, as the case may be, to indemnify the Indemnitee as set forth by law or under their respective organizational agreements, governance or partnership committee resolutions or other agreements, and the Indemnitee shall proceed first against Equistar, LCR or LMC, as the case may be, for indemnification of any costs, charges, expenses, liabilities and losses; provided that, Lyondell shall advance any such amounts incurred by the Indemnitee in the event of a Claim that would give rise to a right indemnification hereunder (were it not for this sentence), and, in the event the Indemnitee is not indemnified by Equistar, LCR or LMC, as the case may be, to the fullest extent as he or she would be entitled under this Agreement (were it not for this sentence), Lyondell shall satisfy any deficiency subject to the terms, conditions and procedures of this Agreement, it being the intent of Lyondell that the Indemnitee shall receive the full benefit intended by this Agreement, whether such indemnification is funded by Equistar, LCR, LMC or Lyondell.

General Right to Indemnification. Subject to Sections 3 and 4g4d, Lyondell ARCO shall indemnify the Indemnitee in the event that Indemnitee was or is a party or is threatened to be made a party to or is involved or is threatened to be involved (as a witness or otherwise) in or otherwise requires required representation by counsel in connection with any Claim Claim, by reason of the fact that Indemnitee is or was a director or officer of ARCO or is or was serving in at the request of ARCO as a Corporate Status director, officer, employee or by reason agent of Indemnitee's another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, and the basis of such Claim is alleged action or inaction in an official capacity or in any other capacity while serving as such capacitya director, officer, employee or agent, and Indemnitee shall be indemnified and held harmless by Lyondell ARCO to the fullest extent permitted by the DGCLGeneral Corporation Law of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment with reference to events occurring prior to the effective date thereof, only to the extent that such amendment permits Lyondell ARCO to provide broader indemnification rights than such law permitted Lyondell ARCO to provide prior to such amendment), against all costs, charges, expenses, liabilities and losses (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith, therewith and such indemnification shall continue as to the Indemnitee when the Indemnitee has ceased to be a director or officer (or to serve another entity at the request of LyondellARCO) and shall inure to the benefit of the Indemnitee's heirs, personal representatives representative and estate. Notwithstanding the foregoing, if the Indemnitee's Corporate Status arises by virtue of clause (ii) of the definition of Corporate Status, Lyondell's obligation to indemnify under this Agreement shall be subject to the obligation of Equistar, LCR or LMC, as the case may be, to indemnify the Indemnitee as set forth by law or under their respective organizational agreements, governance or partnership committee resolutions or other agreements, and the Indemnitee shall proceed first against Equistar, LCR or LMC, as the case may be, for indemnification of any costs, charges, expenses, liabilities and losses; provided that, Lyondell shall advance any such amounts incurred by the Indemnitee in the event of a Claim that would give rise to a right indemnification hereunder (were it not for this sentence), and, in the event the Indemnitee is not indemnified by Equistar, LCR or LMC, as the case may be, to the fullest extent as he or she would be entitled under this Agreement (were it not for this sentence), Lyondell shall satisfy any deficiency subject to the terms, conditions and procedures of this Agreement, it being the intent of Lyondell that the Indemnitee shall receive the full benefit intended by this Agreement, whether such indemnification is funded by Equistar, LCR, LMC or Lyondell.

General Right to Indemnification. Subject to Sections 3 and 4g, Lyondell shall indemnify the Indemnitee in the event that Indemnitee was or is a party or is threatened to be made a party to or is involved or is threatened to be involved (as a witness or otherwise) in or otherwise requires representation by counsel in connection with any Claim by reason of the fact that Indemnitee is or was serving in a Corporate Status or by reason of Indemnitee's alleged action or inaction in such capacity, and Indemnitee shall be indemnified and held harmless by Lyondell to the fullest extent permitted by the DGCLapplicable law, as the same it exists or may hereafter be amended (but, in the case of any such amendment with reference to events occurring prior to the effective date thereof, only to the extent that such amendment permits Lyondell to provide broader indemnification rights than such law permitted Lyondell to provide prior to such amendment), against all costs, charges, expenses, liabilities and losses (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred or suffered by such person the Indemnitee in connection therewith, and such indemnification shall continue as to the Indemnitee when the Indemnitee has ceased to be a director or officer (or to serve another entity at the request of Lyondell) and shall inure to the benefit of the Indemnitee's heirs, personal representatives and estate. Notwithstanding the foregoing, if the Indemnitee's Corporate Status arises by virtue of clause (ii) of the definition of Corporate Status, Lyondell's obligation to indemnify under this Agreement shall be subject to the obligation of Equistar, LCR or LMC, as the case may be, to indemnify the Indemnitee as set forth by law or under their respective organizational agreements, governance or partnership committee resolutions or other agreements, and the Indemnitee shall proceed first against Equistar, LCR or LMC, as the case may be, for indemnification of any costs, charges, expenses, liabilities and losses; provided that, Lyondell shall advance any such amounts incurred by the Indemnitee in the event of a Claim that would give rise to a right indemnification hereunder (were it not for this sentence), and, in the event the Indemnitee is not indemnified by Equistar, LCR or LMC, as the case may be, to the fullest extent as he or she would be entitled under this Agreement (were it not for this sentence), Lyondell shall satisfy any deficiency subject to the terms, conditions and procedures of this Agreement, it being the intent of Lyondell that the Indemnitee shall receive the full benefit intended by this Agreement, whether such indemnification is funded by Equistar, LCR, LMC or Lyondell.

General Right to Indemnification. Subject to Sections 3 and 4g4(d), Lyondell the Company shall indemnify the Indemnitee in the event that the Indemnitee was or is a party or is threatened to be made a party to or is involved or is threatened to be involved (as a witness or otherwise) in or otherwise requires representation by counsel in connection with any Claim Claim, by reason of the fact that Indemnitee is or was a director or officer of the Company or is or was serving in at the request of the Company as a Corporate Status director, trustee, officer, employee or by reason agent of Indemnitee's another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, and the basis of such Claim is alleged action or inaction in an official capacity or in any other capacity while serving as such capacitya director, trustee, officer, employee or agent, and Indemnitee shall be indemnified and held harmless by Lyondell the Company to the fullest full extent permitted by the DGCLCorporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment with reference to events occurring prior to the effective date thereof, only to the extent that such amendment permits Lyondell the Company to provide broader indemnification rights than such law permitted Lyondell the Company to provide prior to such amendment), against all costs, charges, expenses, liabilities and losses (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith, therewith and such indemnification shall continue as to the Indemnitee when the Indemnitee has ceased to be a director or officer (or to serve another entity at the request of Lyondellthe Company) and shall inure to the benefit of the Indemnitee's heirs, personal representatives and estate. Notwithstanding the foregoing, if the Indemnitee's Corporate Status arises by virtue of clause (ii) of the definition of Corporate Status, Lyondell's obligation to indemnify under this Agreement shall be subject to the obligation of Equistar, LCR or LMC, as the case may be, to indemnify the Indemnitee as set forth by law or under their respective organizational agreements, governance or partnership committee resolutions or other agreements, and the Indemnitee shall proceed first against Equistar, LCR or LMC, as the case may be, for indemnification of any costs, charges, expenses, liabilities and losses; provided that, Lyondell shall advance any such amounts incurred by the Indemnitee in the event of a Claim that would give rise to a right indemnification hereunder (were it not for this sentence), and, in the event the Indemnitee is not indemnified by Equistar, LCR or LMC, as the case may be, to the fullest extent as he or she would be entitled under this Agreement (were it not for this sentence), Lyondell shall satisfy any deficiency subject to the terms, conditions and procedures of this Agreement, it being the intent of Lyondell that the Indemnitee shall receive the full benefit intended by this Agreement, whether such indemnification is funded by Equistar, LCR, LMC or Lyondell.