Common use of Indemnification and Liability Insurance Clause in Contracts

Indemnification and Liability Insurance. (a) The Company agrees that, if Employee is made a party to, is threatened to be made a party to, receives any legal process in, or receives any discovery request or request for information in connection with, any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the fact that he was a director, officer, employee, consultant or agent of the Company, or was serving at the request of, or on behalf of, the Company as a director, officer, employee, consultant or agent of another corporation, limited liability corporation, partnership, joint venture, trust or other entity, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is Employee's alleged action in an official capacity while serving as a director, officer, member, employee, consultant or agent of the Company or other entity, Employee shall be indemnified and held harmless by the Company to the fullest extent permitted or authorized by the Company's Certificate of Incorporation and By-Laws or, if greater, by the laws of the State of Delaware, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys' fees reasonably incurred, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement and any reasonable cost and fees incurred in enforcing his rights to indemnification or contribution) incurred or suffered by Employee in connection therewith, and such indemnification shall continue as to Employee even though he has ceased to be a director, officer, member, employee, consultant or agent of the Company or other entity and shall inure to the benefit of Employee's heirs, executors and administrators. The Company shall reimburse Employee for all costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by him in connection with any Proceeding within 20 business days after receipt by the Company of a written request for such reimbursement and appropriate documentation associated with these expenses. Such request shall include an undertaking by Employee to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses; provided that the amount of such obligation to repay shall be limited to the after-tax amount of any such advance except to the extent Employee is able to offset such taxes incurred on the advance by the tax benefit, if any, attributable to a deduction for repayment.

Indemnification and Liability Insurance. (a) The To the extent consistent with applicable law of the Xxxxxxxx Islands, the Company agrees that, that if Employee is you are made a party to, is are threatened to be made a party to, receives receive any legal process in, or receives receive any discovery request or request for information in connection with, any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "“Proceeding"”), by reason of the fact that he was you are or were a director, officer, employee, consultant or agent of the Company, Company (or was any predecessor entity) or are or were serving at the request of, or on behalf of, the Company (or any predecessor entity) or any other member of the General Maritime Group (or any predecessor entity) as a director, officer, member, employee, consultant or agent of another corporation, limited liability corporation, partnership, joint venture, trust or other entity, including service with respect to employee benefit plansplans and service with respect to any member of the General Maritime Group (or any predecessor entity), whether or not the basis of such Proceeding is Employee's your alleged action in an official capacity while serving as a director, officer, member, employee, consultant or agent of the Company (or any predecessor entity), any Xxxx X. Xxxxxxxxxxxxx December 15, 2008 Page 13 other member of the General Maritime Group (or any predecessor entity) or other entity, Employee you shall be indemnified and held harmless by the Company and any other member of the General Maritime Group to the fullest extent permitted or authorized by such entities’ corporate documents, including, but not limited to, the Company's Certificate ’s articles of Incorporation and Byincorporation or by-Laws or, if greater, by the laws in effect as of the State Effective Date (provided that you shall have the benefit of Delawareany amendments to such documents after the Effective Date that are favorable to you) and applicable law, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys' ’ fees reasonably incurred, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement and any reasonable cost costs and fees incurred in enforcing his your rights to indemnification or contribution) incurred or suffered by Employee you in connection therewith, and such indemnification shall continue as to Employee you even though he has you have ceased to be a director, officer, member, employee, consultant or agent of the Company Company, any other member of the General Maritime Group or other entity and shall inure to the benefit of Employee's your heirs, executors and administrators. The Company shall reimburse Employee for advance to you all costs and expenses (including, without limitation, reasonable attorneys' ’ fees) reasonably incurred by him you in connection with any Proceeding within 20 business days after receipt by the Company of a written request for such reimbursement and appropriate documentation associated with these expenses. Such request shall include an undertaking by Employee you to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses; provided that the amount of such obligation to repay shall be limited to the after-tax amount of any such advance except to the extent Employee is able to offset such taxes incurred on the advance required by the tax benefit, if any, attributable to a deduction for repaymentlaw.

Indemnification and Liability Insurance. (a) The To the extent consistent with applicable law of Greece, the Company agrees that, that if Employee is you are made a party to, is are threatened to be made a party to, receives receive any legal process in, or receives receive any discovery request or request for information in connection with, any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the fact that he was you are or were a director, officer, employee, consultant or agent of the Company, or was are or were serving at the request of, or on behalf of, the Company or any other member of the Nautilus Group as a director, officer, member, employee, consultant or agent of another corporation, limited liability corporation, partnership, joint venture, trust or other entity, including service with respect to employee benefit plansplans and service with respect to any member of the Nautilus Group, whether or not the basis of such Proceeding is Employee's your alleged action in an official capacity while serving as a director, officer, member, employee, consultant or agent of the Company Company, any other member of the Nautilus Group or other entity, Employee you shall be indemnified and held harmless by the Company and any member of the Nautilus Group to the fullest extent permitted or authorized by such entities' corporate documents, including, but not limited to, the Company's Certificate articles of Incorporation and Byincorporation or by-Laws laws in effect as of the Effective Date (provided that you shall have the benefit of any amendments to such documents after the Effective Date that are favorable to you) or, if greater, by the laws of the State of Delawareapplicable law, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys' fees reasonably incurred, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement and any reasonable cost and fees incurred in enforcing his rights to indemnification or contribution) incurred or suffered by Employee you in connection therewith, and such indemnification shall continue as to Employee you even though he has you have ceased to be a director, officer, member, employee, consultant or agent of the Company Company, any other member of the Nautilus Group or other entity and shall inure to the benefit of Employee's your heirs, executors and administrators. The Company shall reimburse Employee you for all costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by him you in connection with any Proceeding within 20 30 business days after receipt by the Company of a written request for such reimbursement and appropriate documentation associated with these expenses. Such To the extent required by law, such request shall include an undertaking by Employee you to repay the amount of such advance if it shall ultimately be determined by a non-appealable court decision that he is you are not entitled to be indemnified against such costs and expenses; provided that the amount of such obligation to repay shall be limited to the after-tax amount of any such advance except to the extent Employee is you are able to offset such taxes incurred on the advance by the tax benefit, if any, attributable to a deduction for repayment.

Indemnification and Liability Insurance. (a) The To the extent consistent with applicable law of the Xxxxxxxx Islands, the Company agrees that, that if Employee the Consultant is made a party to, is are threatened to be made a party to, receives receive any legal process in, or receives receive any discovery request or request for information in connection with, any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "“Proceeding"”), by reason of the fact that he the Consultant is or was a director, officer, employee, consultant or agent of the Company, or is or was serving at the request of, or on behalf of, the Company or any other member of the Nautilus Group as a director, officer, member, employee, consultant or agent of another corporation, limited liability corporation, partnership, joint venture, trust or other entity, including service with respect to employee benefit plansplans and service with respect to any member of the Nautilus Group, whether or not the basis of such Proceeding is Employee's the Consultant’s alleged action in an official capacity while serving as a director, officer, member, employee, consultant or agent of the Company Company, any other member of the Nautilus Group or other entity, Employee the Consultant shall be indemnified and held harmless by the Company and any member of the Nautilus Group to the fullest extent permitted or authorized by such entities’ corporate documents, including, but not limited to, the Company's Certificate ’s articles of Incorporation and Byincorporation or by-Laws laws in effect as of the Effective Date (provided that the Consultant shall have the benefit of any amendments to such documents after the Effective Date that are favorable to the Consultant) or, if greater, by the laws of the State of Delawareapplicable law, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys' ’ fees reasonably incurred, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement and any reasonable cost and fees incurred in enforcing his its rights to indemnification or contribution) incurred or suffered by Employee the Consultant in connection therewith, and such indemnification shall continue as to Employee the Consultant even though he the Consultant has ceased to be a director, officer, member, employee, consultant or agent of the Company Company, any other member of the Nautilus Group or other entity and shall inure to the benefit of Employee's heirs, executors and administratorsthe Consultant’s successors or assigns. The Company shall reimburse Employee the Consultant for all costs and expenses (including, without limitation, reasonable attorneys' ’ fees) incurred by him the Consultant in connection with any Proceeding within 20 30 business days after receipt by the Company of a written request for such reimbursement and appropriate documentation associated with these expenses. Such To the extent required by law, such request shall include an undertaking by Employee the Consultant to repay the amount of such advance if it shall ultimately be determined by a non-appealable court decision that he the Consultant is not entitled to be indemnified against such costs and expenses; provided that the amount of such obligation to repay shall be limited to the after-tax amount of any such advance except to the extent Employee the Consultant is able to offset such taxes incurred on the advance by the tax benefit, if any, attributable to a deduction for repayment.

Indemnification and Liability Insurance. (a) The To the extent consistent with applicable law of the Marshall Islands, the Company agrees that, that if Employee is you are made a party to, is threatened xxx xxreatened to be made a party to, receives receive any legal process in, or receives receive any discovery request or request for information in connection with, any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the fact that he was you are or were a director, officer, employee, consultant or agent of the Company, or was are or were serving at the request of, or on behalf of, the Company or any other member of the GenMar Group as a director, officer, member, employee, consultant Peter C. Georgiopoulos April 5, 2005 Page 26 or agent of another corporationcxxxxxxxxxx, limited liability xxxxxxx xxability corporation, partnership, joint venture, trust or other entity, including service with respect to employee benefit plansplans and service with respect to any member of the GenMar Group, whether or not the basis of such Proceeding is Employee's your alleged action in an official capacity while serving as a director, officer, member, employee, consultant or agent of the Company Company, any other member of the GenMar Group or other entity, Employee you shall be indemnified and held harmless by the Company and any member of the GenMar Group to the fullest extent permitted or authorized by such entities' corporate documents, including, but not limited to, the Company's Certificate articles of Incorporation and Byincorporation or by-Laws laws in effect as of the Effective Date (provided that you shall have the benefit of any amendments to such documents after the Effective Date that are favorable to you) or, if greater, by the laws of the State of Delawareapplicable law, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys' fees reasonably incurred, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement and any reasonable cost and fees incurred in enforcing his rights to indemnification or contribution) incurred or suffered by Employee you in connection therewith, and such indemnification shall continue as to Employee you even though he has you have ceased to be a director, officer, member, employee, consultant or agent of the Company Company, any other member of the GenMar Group or other entity and shall inure to the benefit of Employee's your heirs, executors and administrators. The Company shall reimburse Employee you for all costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by him you in connection with any Proceeding within 20 30 business days after receipt by the Company of a written request for such reimbursement and appropriate documentation associated with these expenses. Such To the extent required by law, such request shall include an undertaking by Employee you to repay the amount of such advance if it shall ultimately be determined by a non-appealable court decision that he is you are not entitled to be indemnified against such costs and expenses; provided Peter C. Georgiopoulos April 5, 2005 Page 27 that the amount of such obligation to repay suxx xxxxxxxxxx xx xxxxx shall be limited to the after-tax amount of any such advance except to the extent Employee is you are able to offset such taxes incurred on the advance by the tax benefit, if any, attributable to a deduction for repayment.

Indemnification and Liability Insurance. (a) The Company agrees that, that if Employee is you are made a party to, is are threatened to be made a party to, receives receive any legal process in, or receives receive any discovery request or request for information in connection with, any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the fact that he was you are or were a director, officer, employee, consultant or agent of the Company, Company or was Parent or are or were serving at the request of, or on behalf of, the Company Company, Parent or any other member of the General Maritime Group as a director, officer, member, employee, consultant or agent of another corporation, limited liability corporation, partnership, joint venture, trust or other entity, including service with respect to employee benefit plansplans and service with respect to any member of the General Maritime Group, whether or not the basis of such Proceeding is Employee's your alleged action in an official capacity while serving as a director, officer, member, employee, consultant or agent of the Company Company, Parent, any other member of the General Maritime Group or other entity, Employee you shall be indemnified and held harmless by the Company Company, Parent and any other member of the General Maritime Group to the fullest extent permitted by such entities' corporate documents, including, but not limited to, Parent's articles of incorporation or authorized by the Company's Certificate of Incorporation and Byby-Laws or, if greater, by the laws in effect as of the State Effective Date (provided that you shall have the benefit of Delawareany amendments to such documents after the Effective Date that are favorable to you) and applicable law, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys' fees reasonably incurred, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement and any reasonable cost costs and fees incurred in enforcing his your rights to indemnification or contribution) incurred or suffered by Employee you in connection therewith, and such indemnification shall continue as to Employee you even though he has you have ceased to be a director, officer, member, employee, consultant or agent of the Company Company, Parent, any other member of the General Maritime Group or other entity and shall inure to the benefit of Employee's your heirs, executors and administrators. The Company shall reimburse Employee for advance you all costs and expenses (including, without limitation, reasonable attorneys' fees) reasonably incurred by him you in connection with any Proceeding within 20 business days after receipt by the Company of a written request for such reimbursement and appropriate documentation associated with these expenses. Such request shall include an undertaking by Employee you to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses; provided that the amount of such obligation to repay shall be limited to the after-tax amount of any such advance except to the extent Employee is able to offset such taxes incurred on the advance required by the tax benefit, if any, attributable to a deduction for repaymentlaw.

Indemnification and Liability Insurance. (a) The Company agrees that, if Employee is made a party to, is threatened to be made a party to, receives any legal process in, or receives any discovery request or request for information in connection with, any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), To the maximum extent permitted by reason of the fact that he was a director, officer, employee, consultant or agent of the Company, or was serving at the request of, or on behalf ofapplicable law, the Company as a directorshall indemnify Executive, officer, employee, consultant or agent of another corporation, limited liability corporation, partnership, joint venture, trust or other entity, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is Employee's alleged action in an official capacity while serving as a director, officer, member, employee, consultant or agent of the Company or other entity, Employee shall be indemnified defend Executive and held hold Executive harmless by the Company to the fullest extent permitted or authorized by the Company's Certificate of Incorporation from and By-Laws or, if greater, by the laws of the State of Delaware, against any and all costsclaims, expenses, liabilities and losses (including, without limitation, attorneys' fees reasonably incurredliabilities, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement and any reasonable cost and fees incurred in enforcing his rights to indemnification or contribution) incurred or suffered by Employee in connection therewithpenalties, and such indemnification shall continue as to Employee even though he has ceased to be a director, officer, member, employee, consultant or agent of the Company or other entity and shall inure to the benefit of Employee's heirs, executors and administrators. The Company shall reimburse Employee for all costs and expenses (including, without limitation, reasonable attorneys' ’ fees) , costs of investigation and experts, settlements and other amounts actually incurred by him Executive) reasonably incurred by Executive in connection any and all threatened, pending or completed actions, suits or proceedings, whether civil, criminal, administrative or investigative (including, without limitation, actions, suits or proceedings brought by or in the name of the Company), arising, directly or indirectly, by reason of Executive’s position with the Company or Executive’s actions or inaction on behalf of the Company. Without limiting the foregoing, the Company expressly indemnifies Executive to the fullest extent permitted by applicable law for any Proceeding within 20 business days after receipt events relating to the Company or reports, filings, actions or inactions of the Company that occurred prior to the Effective Date. The Company shall advance to Executive upon request any and all expenses reasonably incurred by Executive in defending any and all such actions, suits or proceedings to the maximum extent permitted by applicable law. The advances to be made hereunder shall be paid by the Company to Executive within twenty (20) business days following delivery of a written request for such reimbursement and appropriate documentation associated with these expenses. Such request shall include an undertaking payment therefor by Employee to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses; provided that the amount of such obligation to repay shall be limited Executive to the after-tax amount of Company. Executive shall have a right to select attorneys to defend him in any such advance except actual or threatened action, suit, proceeding or investigation, subject to the extent Employee is able Company’s approval, which shall not be unreasonably withheld. The Company will cover Executive under officer, professional and other appropriate liability insurance policies both during the term of this Agreement and, while any potential liability exists, after the termination of this Agreement in the same amount and to offset such taxes incurred on the advance by the tax benefitsame extent, if any, attributable to a deduction for repaymentas the Company covers its officers. Notwithstanding any other provision of this Agreement, the provisions of this Section 3.10 shall survive the termination of Executive’s employment and the termination of this Agreement.

Indemnification and Liability Insurance. (a) The Company agrees thatFidelity shall indemnify, if Employee is made defend and hold and save harmless Xxxxxx, Xxxxxx’x heirs, administrators and executors, and each of them, from any and all actions and causes of action, claims, demands, liabilities, losses, damages or expenses, of whatsoever kind and nature, by a third party toincluding judgments, is threatened to be made a party tointerest, receives any legal process incourt costs and attorney’s fees and all other reasonable costs, expenses and charges which Xxxxxx, her heirs, administrators or executors, or receives any discovery request or request for information in connection withof them, any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the fact that he was a director, officer, employee, consultant or agent of the Company, or was serving at the request of, or on behalf of, the Company incurred as a directorresult of carrying out the terms and conditions of this Agreement, officerto the maximum extent provided by applicable law and as per the Fidelity Indemnification Agreement, employeeexcept in the case of gross negligence, consultant willful misconduct or agent criminal acts or criminal omissions on the part of another corporationXxxxxx. Without limiting the foregoing, limited liability corporation, partnership, joint venture, trust or other entity, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is Employee's alleged action in an official capacity while serving as a director, officer, member, employee, consultant or agent of the Company or other entity, Employee shall be indemnified and held harmless by the Company Fidelity expressly indemnifies Xxxxxx to the fullest extent permitted by applicable law for any events relating to Fidelity, or authorized by reports, filings, actions or inactions of Fidelity that occurred prior to the Company's Certificate effective date of Incorporation and By-Laws orthis Agreement. Xxxxxx, if greaterher heirs, by the laws administrators, executors, or any one of the State them, shall promptly notify Fidelity, through its Secretary, of Delaware, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys' fees reasonably incurred, judgments, fines, ERISA excise taxes adverse claims or penalties and amounts paid threatened or to be paid in settlement and any reasonable cost and fees incurred in enforcing his rights to indemnification or contribution) incurred or suffered by Employee in connection therewith, and such indemnification shall continue as to Employee even though he has ceased to be a director, officer, member, employee, consultant or agent of the Company or other entity actual lawsuits and shall inure to the benefit of Employee's heirs, executors and administrators. The Company shall reimburse Employee for all costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by him in connection with any Proceeding within 20 business days after receipt by the Company of a written request for such reimbursement and appropriate documentation associated with these expenses. Such request shall include an undertaking by Employee to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses; provided that the amount of such obligation to repay shall be limited to the after-tax amount of any such advance except provide complete cooperation to the extent Employee is able possible to offset Fidelity, its attorneys and agents in such taxes incurred on case. Xxxxxx shall have a right to select attorneys to defend her in any actual or threatened action, suit, proceeding or investigation, subject to Fidelity’s approval, which shall not be unreasonably withheld. Fidelity shall at all times cover Xxxxxx under officer, director, professional and other appropriate liability insurance policies, both during the advance by Term and thereafter for each applicable prescriptive period, while any potential liability exists, after the tax benefittermination of this Agreement in the same amount and to the same extent, if any, attributable as Fidelity covers its officers, directors and employees. The provisions of this Section 15 shall survive the termination of Xxxxxx’x employment and the termination of this Agreement, as to a deduction for repaymentclaims, actions, suits or other proceedings concerning matters that arose during the Term.

Indemnification and Liability Insurance. (a) The To the extent consistent with applicable law of the Xxxxxxxx Islands, the Company agrees that, that if Employee is you are made a party to, is are threatened to be made a party to, receives receive any legal process in, or receives receive any discovery request or request for information in connection with, any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "“Proceeding"”), by reason of the fact that he was you are or were a director, officer, employee, consultant or agent of the CompanyCompany (or any predecessor entity), or was are or were serving at the request of, or on behalf of, the Company (or any predecessor entity) or any other member of the GenMar Group (or any predecessor entity) as a director, officer, member, employee, consultant or agent of another corporation, limited liability corporation, partnership, joint venture, trust or other entity, including service with respect to employee benefit plansplans and service with respect to any member of the GenMar Group (or any predecessor entity), whether or not the basis of such Proceeding is Employee's your alleged action in an official capacity while serving as a director, officer, member, employee, consultant or agent of the Company (or any predecessor entity), any other member of the GenMar Group (or any predecessor entity) or other entity, Employee you shall be indemnified and held harmless by the Company and any member of the GenMar Group to the fullest extent permitted or authorized by such entities’ corporate documents, including, but not limited to, the Company's Certificate ’s articles of Incorporation and Byincorporation or by-Laws laws in effect as of the Effective Date (provided that you shall have the benefit of any amendments to such documents after the Effective Date that are favorable to you) or, if greater, by the laws of the State of Delawareapplicable law, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys' ’ fees reasonably incurred, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement and any reasonable cost and fees incurred in enforcing his your rights to indemnification or contribution) incurred or suffered by Employee you in connection therewith, and such indemnification shall continue as to Employee you even though he has you have ceased to be a director, officer, member, employee, consultant or agent of the Company Company, any other member of the GenMar Group or other entity and shall inure to the benefit of Employee's your heirs, executors and administrators. The Company shall reimburse Employee you for all costs and expenses (including, without limitation, reasonable attorneys' ’ fees) incurred by him you in connection with any Proceeding within 20 thirty (30) business days after receipt by the Company of a written request for such reimbursement and appropriate documentation associated with these expenses. Such To the extent required by law, such request shall include an undertaking by Employee you to repay the amount of such advance if it shall ultimately be determined by a non-appealable court decision that he is you are not entitled to be indemnified against such costs and expenses; provided that the amount of such obligation to repay shall be limited to the after-tax amount of any such advance except to the extent Employee is you are able to offset such taxes incurred on the advance by the tax benefit, if any, attributable to a deduction for repayment.

Indemnification and Liability Insurance. (a) The To the extent consistent with applicable law of the Xxxxxxxx Islands, the Company agrees that, that if Employee is you are made a party to, is are threatened to be made a party to, receives receive any legal process in, or receives receive any discovery request or request for information in connection with, any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "“Proceeding"”), by reason of the fact that he was you are or were a director, officer, employee, consultant or agent of the Company, Company (or was any predecessor entity) or are or were serving at the request of, or on behalf of, the Company (or any predecessor entity) or any other member of the General Maritime Group (or any predecessor entity) as a director, officer, member, employee, consultant or agent of another corporation, limited liability corporation, partnership, joint venture, trust or other entity, including service with respect to employee benefit plansplans and service with respect to any member of the General Maritime Group (or any predecessor entity), whether or not the basis of such Proceeding is Employee's your alleged action in an official capacity while serving as a director, officer, member, employee, consultant or agent of the Company (or any predecessor entity), any other member of the General Maritime Group (or any predecessor entity) or other entity, Employee you shall be indemnified and held harmless by the Company and any other member of the General Maritime Group to the fullest extent permitted or authorized by such entities’ corporate documents, including, but not limited to, the Company's Certificate ’s articles of Incorporation and Byincorporation or by-Laws or, if greater, by the laws in effect as of the State Effective Date (provided that you shall have the benefit of Delawareany amendments to such documents after the Effective Date that are favorable to you) and applicable law, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys' ’ fees reasonably incurred, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement and any reasonable cost costs and fees incurred in enforcing his your rights to indemnification or contribution) incurred or suffered by Employee you in connection therewith, and such indemnification shall continue as to Employee you even though he has you have ceased to be a director, officer, member, employee, consultant or agent of the Company Company, any other member of the General Maritime Group or other entity and shall inure to the benefit of Employee's your heirs, executors and administrators. The Company shall reimburse Employee for advance you all costs and expenses (including, without limitation, reasonable attorneys' ’ fees) reasonably incurred by him you in connection with any Proceeding within 20 business days after receipt by the Company of a written request for such reimbursement and appropriate documentation associated with these expenses. Such request shall include an undertaking by Employee you to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses; provided that the amount of such obligation to repay shall be limited to the after-tax amount of any such advance except to the extent Employee is able to offset such taxes incurred on the advance required by the tax benefitlaw. Xxxx X. Xxxxxxxxx December 15, if any, attributable to a deduction for repayment.2008 Page 14

Indemnification and Liability Insurance. (a) The Company agrees thatTenant shall indemnify and hold Landlord harmless from and against any and all claims, if Employee is made a party toactions, is threatened damages, liability and expense in connection with loss of life, personal injury and/or damage to property arising from or out of any occurrence in, upon or at the Leased Premises, or the occupancy or use by Tenant of the Leased Premises or any part thereof, or occasioned wholly or in part by any negligent act or omission of Tenant, its agents, contractors, employees, servants, lessees or concessionaires. Landlord shall indemnify and hold Tenant harmless from and against any and all claims, actions, damages, liability and expense in connection with loss of life, personal injury and/or damage to property arising from or out of any occurrence in, upon or at the Common Areas, or occasioned wholly or in part by any negligent act or omission of Landlord, its agents, contractors, employees, servants, lessees or concessionaires. In case Landlord shall be made a party toto any litigation commenced by or against Tenant, receives any legal process in, or receives any discovery request or request for information in connection with, any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the fact that he was a director, officer, employee, consultant or agent of the Company, or was serving at the request of, or on behalf of, the Company as a director, officer, employee, consultant or agent of another corporation, limited liability corporation, partnership, joint venture, trust or other entity, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is Employee's alleged action in an official capacity while serving as a director, officer, member, employee, consultant or agent of the Company or other entity, Employee then Tenant shall be indemnified protect and held hold Landlord harmless by the Company to the fullest extent permitted or authorized by the Company's Certificate of Incorporation and By-Laws or, if greater, by the laws of the State of Delaware, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys' fees reasonably incurred, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement and any reasonable cost and fees incurred in enforcing his rights to indemnification or contribution) incurred or suffered by Employee in connection therewith, and such indemnification shall continue as to Employee even though he has ceased to be a director, officer, member, employee, consultant or agent of the Company or other entity and shall inure to the benefit of Employee's heirs, executors and administrators. The Company shall reimburse Employee for pay all costs and expenses (including, without limitation, reasonable attorneys' fees) attorney’s fees incurred by him Landlord in connection with such litigation and any Proceeding within 20 business days after receipt by appeals thereof. For this purpose, but without limiting Tenant’s indemnification obligations, Tenant shall provide and keep in force, for the Company protection of a written request the general public and Landlord, liability insurance against claims for such reimbursement bodily injuries or death upon or near the Leased Premises, sidewalks, streets and appropriate documentation associated service and parking areas adjacent thereto, with these expenseslimits of not less than $1,000,000.00 for bodily injuries to or death of any one person and with limits of not less than $2,000,000.00 for bodily injuries to or death of any number of persons arising out of one accident, and property damage with limits of not less than $500,000.00. Such request Tenant shall include name Landlord as an undertaking by Employee to repay the amount additional insured. Tenant shall furnish Landlord at all times with satisfactory evidence of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses; provided that the amount coverage. All notices of such obligation to repay termination shall be limited provided to the after-tax amount of any Landlord at least thirty (30) days prior to such advance except to the extent Employee is able to offset such taxes incurred on the advance by the tax benefit, if any, attributable to a deduction for repaymenttermination.

Indemnification and Liability Insurance. (a) The Company agrees thatFidelity shall indemnify, if Employee is made defend and hold and save harmless Xxxxxx, Xxxxxx’ heirs, administrators and executors, and each of them, from any and all actions and causes of action, claims, demands, liabilities, losses, damages or expenses, of whatsoever kind and nature, by a third party toincluding judgments, is threatened to be made a party tointerest, receives any legal process incourt costs and attorney’s fees and all other reasonable costs, expenses and charges which Xxxxxx, his heirs, administrators or executors, or receives any discovery request or request for information in connection withof them, any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the fact that he was a director, officer, employee, consultant or agent of the Company, or was serving at the request of, or on behalf of, the Company incurred as a directorresult of carrying out the terms and conditions of this Agreement, officerto the maximum extent provided by applicable law and as per the Fidelity Indemnification Agreement, employeeexcept in the case of gross negligence, consultant willful misconduct or agent criminal acts or criminal omissions on the part of another corporationXxxxxx. Without limiting the foregoing, limited liability corporation, partnership, joint venture, trust or other entity, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is Employee's alleged action in an official capacity while serving as a director, officer, member, employee, consultant or agent of the Company or other entity, Employee shall be indemnified and held harmless by the Company Fidelity expressly indemnifies Xxxxxx to the fullest extent permitted by applicable law for any events relating to Fidelity, or authorized by reports, filings, actions or inactions of Fidelity that occurred prior to the Company's Certificate effective date of Incorporation and By-Laws orthis Agreement. Xxxxxx, if greaterhis heirs, by the laws administrators, executors, or any one of the State them, shall promptly notify Fidelity, through its Board Chair, of Delaware, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys' fees reasonably incurred, judgments, fines, ERISA excise taxes adverse claims or penalties and amounts paid threatened or to be paid in settlement and any reasonable cost and fees incurred in enforcing his rights to indemnification or contribution) incurred or suffered by Employee in connection therewith, and such indemnification shall continue as to Employee even though he has ceased to be a director, officer, member, employee, consultant or agent of the Company or other entity actual lawsuits and shall inure to the benefit of Employee's heirs, executors and administrators. The Company shall reimburse Employee for all costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by him in connection with any Proceeding within 20 business days after receipt by the Company of a written request for such reimbursement and appropriate documentation associated with these expenses. Such request shall include an undertaking by Employee to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses; provided that the amount of such obligation to repay shall be limited to the after-tax amount of any such advance except provide complete cooperation to the extent Employee is able possible to offset Fidelity, its attorneys and agents in such taxes incurred on case. Xxxxxx shall have a right to select attorneys to defend him in any actual or threatened action, suit, proceeding or investigation, subject to Fidelity’s approval, which shall not be unreasonably withheld. Fidelity shall at all times cover Xxxxxx under officer, director, professional and other appropriate liability insurance policies, both during the advance by Term and thereafter for each applicable prescriptive period, while any potential liability exists, after the tax benefittermination of this Agreement in the same amount and to the same extent, if any, attributable as Fidelity covers its officers, directors and employees. The provisions of this Section 16 shall survive the termination of Xxxxxx’ employment and the termination of this Agreement, as to a deduction for repaymentclaims, actions, suits or other proceedings concerning matters that arose during the Term.

Indemnification and Liability Insurance. The Subgrantee will indemnify the Granteeas provided for herein, commencing on the date of this Agreement through the December 30, 2020, (a) The Company agrees that, if Employee is made a party to, is threatened to be made a party to, receives any legal process in, or receives any discovery request or request for information in connection with, any action, suit or proceeding, whether civil, criminal, administrative or investigative (a the "ProceedingIndemnity Period"), by reason unless otherwise modified, herein. The duty to indemnify includes claims arising out of the fact that he was a directorIndemnity Period and asserted within the applicable statutes of repose. To the fullest extent provided by law, officerthe SUBGRANTEE shall indemnify, employee, consultant hold harmless and defend the Granteeand its related parties from and against all claims and liability arising out of and to the extent caused by the acts errors or agent omissions of the CompanySUBGRANTEE and its related parties arising out of the administration of this Agreement to the extent caused by an act, error or was serving at omission of the request ofSUBGRANTEE or a related party. "Arising out of the administration of this Agreement" means the performance of any task, responsibility or on behalf of, the Company as a director, officer, employee, consultant or agent pursuit of another corporation, limited liability corporation, partnership, joint venture, trust or other entity, including service any right with respect to employee benefit plansthe construction, whether or not the basis of such Proceeding is Employee's alleged action in an official capacity while serving as a directorrehabilitation, officer, member, employee, consultant or agent maintenance and operation of the Company Project. "Act, error or other entityomission" includes acts, Employee shall failure to act, errors, or omissions that constitute negligence, willful tortious conduct, or for which strict or imputed liability may be indemnified imposed as determined by a court of competent jurisdiction under applicable law, and held harmless by the Company to the fullest extent permitted or authorized by the Company's Certificate further includes breaches of Incorporation this agreement and/or violations of law. "Claims and By-Laws orliability" means all third party claims, if greateractions, by the laws of the State of Delawaredamages, against any losses, judgments, injuries, costs and all costs, expenses, liabilities and losses (including, without limitation, including those paid to settle the case) including but not limited to reasonable attorneys' fees reasonably incurredand costs, judgmentsincluding those related to bodily injury, finessickness, ERISA excise taxes disease or penalties and amounts paid death or to be paid in settlement injury to or destruction of tangible property (including the loss of use resulting therefrom) and other economic damages but excluding any reasonable cost consequential losses, damages or claims. The SUBGRANTEE may assert the defense of sovereign immunity for both itself and fees incurred in enforcing his rights the City. The SUBGRANTEE may also assert as a defense that there are no third party beneficiaries to indemnification or contribution) incurred or suffered by Employee in connection therewith, and such indemnification shall continue as this Agreement. "Defend" includes the obligation to Employee even though he has ceased to be a director, officer, member, employee, consultant or agent of defend litigation at the Company or other entity and shall inure indemnifying party's sole expense using counsel that is reasonably acceptable to the benefit of Employee's heirsindemnified party. Each indemnified party shall be permitted to participate, executors and administrators. The Company shall reimburse Employee for all costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by him in connection with any Proceeding within 20 business days after receipt by the Company of a written request for such reimbursement and appropriate documentation associated with these expenses. Such request shall include an undertaking by Employee to repay the amount of such advance if it shall ultimately be determined that he chooses, in the defense of any action claiming liability at the indemnified party's own expense, even if the indemnified party is not entitled to be indemnified against such costs and expenses; hereunder, provided that the amount of such obligation no settlement with respect to repay shall be limited to the after-tax amount of any claim under any such advance except to the extent Employee is able to offset such taxes incurred on the advance by the tax benefit, if any, attributable to a deduction for repayment.action shall

Indemnification and Liability Insurance. (a) The Company agrees that, if Employee is made a party to, is threatened to be made a party to, receives any legal process in, or receives any discovery request or request for information in connection with, any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), To the maximum extent permitted by reason of the fact that he was a director, officer, employee, consultant or agent of the Company, or was serving at the request of, or on behalf ofapplicable law, the Company as a directorshall indemnify Executive, officer, employee, consultant or agent of another corporation, limited liability corporation, partnership, joint venture, trust or other entity, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is Employee's alleged action in an official capacity while serving as a director, officer, member, employee, consultant or agent of the Company or other entity, Employee shall be indemnified defend Executive and held hold Executive harmless by the Company to the fullest extent permitted or authorized by the Company's Certificate of Incorporation from and By-Laws or, if greater, by the laws of the State of Delaware, against any and all costsclaims, expenses, liabilities and losses (including, without limitation, attorneys' fees reasonably incurredliabilities, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement and any reasonable cost and fees incurred in enforcing his rights to indemnification or contribution) incurred or suffered by Employee in connection therewithpenalties, and such indemnification shall continue as to Employee even though he has ceased to be a director, officer, member, employee, consultant or agent of the Company or other entity and shall inure to the benefit of Employee's heirs, executors and administrators. The Company shall reimburse Employee for all costs and expenses (including, without limitation, reasonable attorneys' ’ fees) , costs of investigation and experts, settlements and other amounts actually incurred by him Executive) reasonably incurred by Executive in connection any and all threatened, pending or completed actions, suits or proceedings, whether civil, criminal, administrative or investigative (including, without limitation, actions, suits or proceedings brought by or in the name of the Company), arising, directly or indirectly, by reason of Executive’s position with the Company or Executive’s actions or inaction on behalf of the Company. Without limiting the foregoing, the Company expressly indemnifies Executive to the fullest extent permitted by applicable law for any Proceeding within 20 business days after receipt events relating to the Company or reports, filings, actions or inactions of the Company that occurred prior to the Effective Date. The Company shall advance to Executive upon request any and all expenses reasonably incurred by Executive in defending any and all such actions, suits or proceedings to the maximum extent permitted by applicable law. The advances to be made hereunder shall be paid by the Company to Executive within twenty (20) business days following delivery of a written request for such reimbursement and appropriate documentation associated with these expenses. Such request shall include an undertaking payment therefor by Employee to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses; provided that the amount of such obligation to repay shall be limited Executive to the after-tax amount of Company. Executive shall have a right to select attorneys to defend him in any such advance except actual or threatened action, suit, proceeding or investigation, subject to the extent Employee is able Company’s approval, which shall not be unreasonably withheld. The Company will cover Executive under officer, professional and other appropriate liability insurance policies both during the term of this Agreement and, while any potential liability exists, after the termination of this Agreement in the same amount and to offset such taxes incurred on the advance by the tax benefitsame extent, if any, attributable to a deduction for repayment.as the Company covers its