Common use of Indemnification for Expenses Incurred in Enforcing Rights Clause in Contracts

Indemnification for Expenses Incurred in Enforcing Rights. It is the intent of the Company that the Indemnitee not be required to incur the expenses associated with the enforcement of his rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. Accordingly, if it should appear to the Indemnitee that the Company has failed to comply with any of its obligations under the Agreement or in the event that the Company or any other person takes any action to declare the Agreement void or proceeding designed (or having the effect of being designed) to deny, or to recover from, the Indemnitee the benefits intended to be provided to the Indemnitee hereunder, the Company irrevocably authorizes the Indemnitee from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent the Indemnitee in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. Regardless of the outcome thereof, the Company shall pay and be solely responsible for any and all costs, charges and expenses (including without limitation attorneys' and others' fees and (expenses) reasonably incurred by the Indemnitee (i) as a result of the Company's failure to perform this Agreement or any provision thereof or (ii) as a result of the Company or any other person contesting the validity or enforceability of this Agreement or any provision thereof as aforesaid; provided that, if and to the extent that a court of competent jurisdiction determines (in a final judicial determination as to which all rights of appeal therefrom have been exhausted or waived or have lapsed) that each of the material assertions made by Indemnitee in such litigation or other legal action was not made in good faith or was frivolous, the Company shall not be obligated to pay any such costs, charges and expenses incurred by Indemnitee in connection with such suit and shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid under this Section 5(c). Notwithstanding the procedure for selection of counsel in Section 6(c) herein, in connection with the assertion of any claim under this Section 5(c), Indemnitee from time to time may retain counsel of his choice to represent him.

Indemnification for Expenses Incurred in Enforcing Rights. It is the intent of the Company that the Indemnitee not be required to incur the expenses associated with the enforcement of his rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. Accordingly, if it should appear to the Indemnitee that the Company has failed to comply with any of its 27 obligations under the Agreement or in the event that the Company or any other person takes any action to declare the Agreement void or unenforceable, or institutes any action, suit or proceeding designed (or having the effect of being designed) to deny, or to recover from, the Indemnitee the benefits intended to be provided to the Indemnitee hereunder, the Company irrevocably authorizes the Indemnitee from time to time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent the Indemnitee in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. Regardless of the outcome thereof, the Company shall pay and be solely responsible for any and all costs, charges and expenses (including without limitation attorneys' and others' fees and (expenses) reasonably incurred by the Indemnitee (i) as a result of the Company's failure to perform this Agreement or any provision thereof or (ii) as a result of the Company or any other person contesting the validity or enforceability of this Agreement or any provision thereof as aforesaid; provided that, if and to the extent that a court of competent jurisdiction determines (in a final judicial determination as to which all rights of appeal therefrom have been exhausted or waived or have lapsed) that each of the material assertions made by Indemnitee in such litigation or other legal action was not made in good faith or was frivolous, the Company shall not be obligated to pay any such costs, charges and expenses incurred by Indemnitee in connection with such suit and shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid under this Section 5(c). Notwithstanding the procedure for selection of counsel in Section 6(c) herein, in connection with the assertion of any claim under this Section 5(c), Indemnitee from time to time may retain counsel of his choice to represent him.

Indemnification for Expenses Incurred in Enforcing Rights. It is the intent of the Company that the Indemnitee not be required to incur the expenses associated with the enforcement of his her rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. Accordingly, if it should appear to the Indemnitee that the Company has failed to comply with any of its obligations under the Agreement or in the event that the Company or any other person takes any action to declare the Agreement void or proceeding designed (or having the effect of being designed) to deny, or to recover from, the Indemnitee the benefits intended to be provided to the Indemnitee hereunder, the Company irrevocably authorizes the Indemnitee from time to time to retain counsel of his her choice, at the expense of the Company as hereafter provided, to represent the Indemnitee in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. Regardless of the outcome thereof, the Company shall pay and be solely responsible for any and all costs, charges and expenses (including without limitation attorneys' and others' fees and (expenses) reasonably incurred by the Indemnitee (i) as a result of the Company's failure to perform this Agreement or any provision thereof or (ii) as a result of the Company or any other person contesting the validity or enforceability of this Agreement or any provision thereof as aforesaid; provided that, if and to the extent that a court of competent jurisdiction determines (in a final judicial determination as to which all rights of appeal therefrom have been exhausted or waived or have lapsed) that each of the material assertions made by Indemnitee in such litigation or other legal action was not made in good faith or was frivolous, the Company shall not be obligated to pay any such costs, charges and expenses incurred by Indemnitee in connection with such suit and shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid under this Section 5(c). Notwithstanding the procedure for selection of counsel in Section 6(c) herein, in connection with the assertion of any claim under this Section 5(c), Indemnitee from time to time may retain counsel of his her choice to represent himher.