Common use of Indemnification; Liability Insurance Clause in Contracts

Indemnification; Liability Insurance. (a) The Company shall indemnify the Executive to the maximum extent provided for under its operating agreement (or similar organizational documents of the Company as they may be in effect at the relevant time), or if greater, an indemnification agreement with the Executive, with respect to any action, suit or proceeding (each, a “Claim”) arising in connection with or related to the Executive’s performance of the Executive’s duties under this Agreement, and to which the Executive is made, or threatened to be made, a party by reason of the fact that the Executive is an employee of or performing services to the Company or its affiliates pursuant to the terms of this Agreement; provided, however, that no indemnification shall be provided for any action or claim brought against the Executive in good faith by the Company for breach of (or to otherwise enforce) this Agreement, any other agreement in effect between the Executive and the Company or any of its Affiliates, or any of the Executive’s other duties and obligations to the Company. The Company will, in addition, advance to Executive, or pay directly, all costs and expenses incurred by Executive in connection with any such Claim, or in connection with Executive’s seeking to enforce Executive’s rights under this section, within ten (10) days after receiving written notice requesting such an advance and enclosing customary supporting documentation, provided only that such notice includes an unsecured undertaking by Executive to repay the amount advanced if Executive is ultimately determined, by a court of competent jurisdiction, not to be entitled to indemnification against such costs and expenses. The foregoing rights to indemnification and advancement will continue indefinitely, whether or not Executive’s services for the Company have terminated. Effective as of the execution by the Executive and the Company of a mutually agreeable indemnification agreement, such indemnification agreement shall supersede this Section 22(a). Nothing herein shall limit any right that the Executive may have in respect of indemnification, advancement or liability insurance coverage under any other policy, plan, contract or arrangement of the Company or its Affiliates or under applicable law.

Indemnification; Liability Insurance. (a) The Company shall hereby agrees to indemnify the Executive Employee and hold him harmless to the maximum fullest extent provided for permitted under its operating agreement (or similar organizational documents the by-laws of the Company as they may be in effect at on the relevant time), or if greater, an indemnification agreement with the Executive, with date of this Agreement against and in respect to any actionactual or threatened actions, suit suits, proceedings, claims, demands, judgments, costs, expenses (including reasonable attorney’s fees), losses, and damages resulting from the good faith performance of his assigned duties and responsibilities with the Company and any affiliates or proceeding (eachsubsidiaries of the Company. In furtherance of the Company’s obligation to advance expenses under the by-laws of the Company in effect on the date of this Agreement, a “Claim”) arising the Company, within 10 days of presentation of invoices, will advance to Employee reimbursement of all legal fees and disbursements Employee actually incurs in connection with or related any potentially indemnifiable matter provided that Employee, to the Executiveextent required by applicable law, undertake to repay such amount in the event that it is ultimately determined that Employee is not entitled to be indemnified. In addition, the Company will cover you under directors and officers liability insurance both during and, while potential liability exists, after the termination of Employee’s performance employment in the same amount and to the same extent as the Company covers its other officers and directors. To the extent permitted by applicable law and the Company’s by-laws in effect on the date of the Executive’s duties under this Agreement, and Employee will not be liable to which the Executive is made, or threatened to be made, a party by reason of the fact that the Executive is an employee of or performing services to the Company or its affiliates pursuant to the terms of this Agreement; provided, however, that no indemnification shall be provided for any action or claim brought against the Executive in good faith by the Company for breach of (or to otherwise enforce) this Agreement, any other agreement in effect between the Executive and the Company or any of its Affiliatesaffiliates or subsidiaries for his acts or omissions, except to the extent that such acts or any omissions were not made in the good faith performance of the Executive’s other his assigned duties and responsibilities. The obligations to and limits contained in this Section 10 will survive the termination of Employee’s employment with the Company. The Company will, in addition, advance to Executive, or pay directly, all costs and expenses incurred by Executive in connection with any such Claim, or in connection with Executive’s seeking to enforce Executive’s rights under this section, within ten (10) days after receiving written notice requesting such an advance and enclosing customary supporting documentation, provided only that such notice includes an unsecured undertaking by Executive to repay the amount advanced if Executive is ultimately determined, by a court of competent jurisdiction, not to be entitled to indemnification against such costs and expenses. The foregoing rights to indemnification and advancement will continue indefinitely, whether or not Executive’s services for the Company have terminated. Effective as of the execution by the Executive and the Company of a mutually agreeable indemnification agreement, such indemnification agreement shall supersede this Section 22(a). Nothing herein shall limit any right that the Executive may have in respect of indemnification, advancement or liability insurance coverage under any other policy, plan, contract or arrangement of the Company or its Affiliates or under applicable law.

Indemnification; Liability Insurance. (a) A. The Company shall hereby agrees to indemnify the Executive Employee and hold him harmless to the maximum fullest extent provided for permitted under its operating agreement (or similar organizational documents the by-laws of the Company as they may be in effect at on the relevant time), or if greater, an indemnification agreement with the Executive, with date of this Agreement against and in respect to any actionactual or threatened actions, suit suits, proceedings, claims, demands, judgments, costs, expenses (including reasonable attorney's fees), losses, and damages (collectively, "Claims") resulting from the good faith performance of his assigned duties and responsibilities with the Company and any affiliates or proceeding (eachsubsidiaries of the Company. In furtherance of the Company's obligation to advance expenses under the by-laws of the Company in effect on the date of this Agreement, a “Claim”) arising the Company, within 10 days of presentation of invoices, will advance to Employee reimbursement of all legal fees and disbursements Employee actually incurs in connection with or related any potentially indemnifiable matter provided that Employee, to the Executive’s performance extent required by applicable law, undertake to repay such amount in the event that it is ultimately determined that Employee is not entitled to be indemnified. In addition, the Company will cover Employee under directors and officers liability insurance both during and, while potential liability exists, after the termination of Employee's employment in the Executive’s duties under same amount and to the same extent as the Company covers its other officers and directors. To the extent permitted by applicable law and the Company's by-laws in effect on the date of this Agreement, and Employee will not be liable to which the Executive is made, or threatened to be made, a party by reason of the fact that the Executive is an employee of or performing services to the Company or its affiliates pursuant to the terms of this Agreement; provided, however, that no indemnification shall be provided for any action or claim brought against the Executive in good faith by the Company for breach of (or to otherwise enforce) this Agreement, any other agreement in effect between the Executive and the Company or any of its Affiliatesaffiliates or subsidiaries for his acts or omissions, except to the extent that such acts or any omissions were not made in the good faith performance of the Executive’s other his assigned duties and responsibilities. The obligations to and limits contained in this Section 10 will survive the termination of Employee's employment with the Company. The Company will, in addition, advance to Executive, or pay directly, all costs and expenses incurred by Executive in connection with any such Claim, or in connection with Executive’s seeking to enforce Executive’s rights under this section, within ten (10) days after receiving written notice requesting such an advance and enclosing customary supporting documentation, provided only that such notice includes an unsecured undertaking by Executive to repay the amount advanced if Executive is ultimately determined, by a court of competent jurisdiction, not to be entitled to indemnification against such costs and expenses. The foregoing rights to indemnification and advancement will continue indefinitely, whether or not Executive’s services for the Company have terminated. Effective as of the execution by the Executive and the Company of a mutually agreeable indemnification agreement, such indemnification agreement shall supersede this Section 22(a). Nothing herein shall limit any right that the Executive may have in respect of indemnification, advancement or liability insurance coverage under any other policy, plan, contract or arrangement of the Company or its Affiliates or under applicable law.

Indemnification; Liability Insurance. (a) A. The Company shall hereby agrees to indemnify the Executive Employee and hold him harmless to the maximum fullest extent provided for permitted under its operating agreement (or similar organizational documents the by-laws of the Company as they may be in effect at on the relevant time), or if greater, an indemnification agreement with the Executive, with date of this Agreement against and in respect to any actionactual or threatened actions, suit or proceeding suits, proceedings, claims, demands, judgments, costs, expenses (eachincluding reasonable attorney’s fees), a losses, and damages (collectively, “ClaimClaims”) arising resulting from the good faith performance of his assigned duties and responsibilities with the Company and any affiliates or subsidiaries of the Company. In furtherance of the Company’s obligation to advance expenses under the by-laws of the Company in effect on the date of this Agreement, the Company, within 10 days of presentation of invoices, will advance to Employee reimbursement of all legal fees and disbursements Employee actually incurs in connection with or related any potentially indemnifiable matter provided that Employee, to the Executiveextent required by applicable law, undertake to repay such amount in the event that it is ultimately determined that Employee is not entitled to be indemnified. In addition, the Company will cover Employee under directors and officers liability insurance both during and, while potential liability exists, after the termination of Employee’s performance employment in the same amount and to the same extent as the Company covers its other officers and directors. To the extent permitted by applicable law and the Company’s by-laws in effect on the date of the Executive’s duties under this Agreement, and Employee will not be liable to which the Executive is made, or threatened to be made, a party by reason of the fact that the Executive is an employee of or performing services to the Company or its affiliates pursuant to the terms of this Agreement; provided, however, that no indemnification shall be provided for any action or claim brought against the Executive in good faith by the Company for breach of (or to otherwise enforce) this Agreement, any other agreement in effect between the Executive and the Company or any of its Affiliatesaffiliates or subsidiaries for his acts or omissions, except to the extent that such acts or any omissions were not made in the good faith performance of the Executive’s other his assigned duties and responsibilities. The obligations to and limits contained in this Section 10 will survive the termination of Employee’s employment with the Company. The Company will, in addition, advance to Executive, or pay directly, all costs and expenses incurred by Executive in connection with any such Claim, or in connection with Executive’s seeking to enforce Executive’s rights under this section, within ten (10) days after receiving written notice requesting such an advance and enclosing customary supporting documentation, provided only that such notice includes an unsecured undertaking by Executive to repay the amount advanced if Executive is ultimately determined, by a court of competent jurisdiction, not to be entitled to indemnification against such costs and expenses. The foregoing rights to indemnification and advancement will continue indefinitely, whether or not Executive’s services for the Company have terminated. Effective as of the execution by the Executive and the Company of a mutually agreeable indemnification agreement, such indemnification agreement shall supersede this Section 22(a). Nothing herein shall limit any right that the Executive may have in respect of indemnification, advancement or liability insurance coverage under any other policy, plan, contract or arrangement of the Company or its Affiliates or under applicable law.

Indemnification; Liability Insurance. (a) The Company shall indemnify the Executive and hold Employee (or his legal representative) harmless to the maximum full extent provided permitted by applicable law for under its operating agreement all legal expenses and all liabilities, losses, judgments, fines, expenses, and amounts paid in settlement in connection with any proceeding involving him (including any action by or similar organizational documents in the right of the Company) by reason of his being or having been a director, officer, employee, consultant, or agent of the Company as they may be in effect or any of its subsidiaries, affiliates, or any other enterprise if he is serving or has served at the relevant time)request of the Company. In addition, the Company shall cause any such subsidiary, affiliate, or if enterprise also to so indemnify and hold Employee harmless to the full extent permitted by applicable law. The foregoing shall not be deemed to limit any rights of Employee pursuant to applicable indemnification provisions of the Company's Articles of Incorporation or By-Laws or otherwise, and the Company agrees to amend such Articles of Incorporation and Bylaws to provide Employee indemnification consistent herewith. The Company also agrees to amend its Articles of Incorporation to provide immunity to Employee to the full extent allowed by law. In addition, the Company shall acquire and maintain with reputable insurance companies or associations acceptable to Employee, directors' and officers' liability insurance for the benefit of Employee, providing terms and coverage amounts of at least $50,000,000, or as favorable as those provided to other officers or directors of the Company, whichever is greater, an indemnification agreement with . Such insurance shall remain in place (to the Executive, with respect extent that the Company is able to purchase the same for any officer of director) as long as necessary under applicable statutes of limitations to cover all events occurring during the term of this Agreement regardless of when the claim is made. In the event of any action, suit proceeding, or proceeding claim against Employee arising out of his serving or having served in a capacity specified above, the Company shall provide Employee with counsel, who may be counsel for the Company as well, as long as no conflict of interest exists between the Company and Employee and no ethical or professional responsibility rules prevent the same counsel from representing both Employee and the Company. In the event of any such conflict of interest or other bar to Employee being represented by counsel for the Company, Employee may retain his own separate counsel (each, a “Claim”) arising such choice of counsel may be made in connection with or related to the Executive’s performance of the Executive’s duties under this Agreementhis sole and absolute discretion), and the Company shall be obligated to which the Executive is madeadvance to Employee (or pay directly to his counsel) reasonable counsel fees and other costs associated with Employee's defense of such action, proceeding, or threatened to be made, a party by reason of the fact that the Executive is an employee of or performing services to the Company or its affiliates pursuant to the terms of this Agreementclaim; provided, however, that no indemnification in such event, Employee shall be provided for any action first agree in writing, without posting bond or collateral, to repay all sums paid or advanced to him pursuant to this provision in the event the final disposition of such action, proceeding, or claim brought against the Executive in good faith by the Company is one for breach of (or to otherwise enforce) this Agreement, any other agreement in effect between the Executive and the Company or any of its Affiliates, or any of the Executive’s other duties and obligations to the Company. The Company will, in addition, advance to Executive, or pay directly, all costs and expenses incurred by Executive in connection with any such Claim, or in connection with Executive’s seeking to enforce Executive’s rights under this section, within ten (10) days after receiving written notice requesting such an advance and enclosing customary supporting documentation, provided only that such notice includes an unsecured undertaking by Executive to repay the amount advanced if Executive is ultimately determined, by a court of competent jurisdiction, which Employee would not to be entitled to indemnification against such costs and expenses. The foregoing rights to indemnification and advancement will continue indefinitely, whether or not Executive’s services for the Company have terminated. Effective as of the execution by the Executive and the Company of a mutually agreeable indemnification agreement, such indemnification agreement shall supersede this Section 22(a). Nothing herein shall limit any right that the Executive may have in respect of indemnification, advancement or liability insurance coverage under any other policy, plan, contract or arrangement of the Company or its Affiliates or under applicable law.

Indemnification; Liability Insurance. (a) A. The Company shall hereby agrees to indemnify the Executive Employee and hold him harmless to the maximum fullest extent provided for permitted under its operating agreement (or similar organizational documents the by-laws of the Company as they may be in effect at on the relevant time), or if greater, an indemnification agreement with the Executive, with date of this Agreement against and in respect to any actionactual or threatened actions, suit suits, proceedings, claims, demands, judgments, costs, expenses (including reasonable attorney's fees), losses, and damages (collectively, "Claims") resulting from the good faith performance of his assigned duties and responsibilities with the Company and any affiliates or proceeding (eachsubsidiaries of the Company. In furtherance of the Company's obligation to advance expenses under the by-laws of the Company in effect on the date of this Agreement, a “Claim”) arising the Company, within 10 days of presentation of invoices, will advance to Employee reimbursement of all legal fees and disbursements Employee actually incurs in connection with or related any potentially indemnifiable matter provided that Employee, to the Executiveextent required by applicable law, undertake to repay such amount in the event that it is ultimately determined that Employee is not entitled to be indemnified. In addition, the Company will cover Employee under directors and officer’s performance liability insurance both during and, while potential liability exists, after the termination of Employee's employment in the Executive’s duties under same amount and to the same extent as the Company covers its other officers and directors. To the extent permitted by applicable law and the Company's by-laws in effect on the date of this Agreement, and Employee will not be liable to which the Executive is made, or threatened to be made, a party by reason of the fact that the Executive is an employee of or performing services to the Company or its affiliates pursuant to the terms of this Agreement; provided, however, that no indemnification shall be provided for any action or claim brought against the Executive in good faith by the Company for breach of (or to otherwise enforce) this Agreement, any other agreement in effect between the Executive and the Company or any of its Affiliatesaffiliates or subsidiaries for his acts or omissions, except to the extent that such acts or any omissions were not made in the good faith performance of the Executive’s other his assigned duties and responsibilities. The obligations to and limits contained in this Section 10 will survive the termination of Employee's employment with the Company. The Company will, in addition, advance to Executive, or pay directly, all costs and expenses incurred by Executive in connection with any such Claim, or in connection with Executive’s seeking to enforce Executive’s rights under this section, within ten (10) days after receiving written notice requesting such an advance and enclosing customary supporting documentation, provided only that such notice includes an unsecured undertaking by Executive to repay the amount advanced if Executive is ultimately determined, by a court of competent jurisdiction, not to be entitled to indemnification against such costs and expenses. The foregoing rights to indemnification and advancement will continue indefinitely, whether or not Executive’s services for the Company have terminated. Effective as of the execution by the Executive and the Company of a mutually agreeable indemnification agreement, such indemnification agreement shall supersede this Section 22(a). Nothing herein shall limit any right that the Executive may have in respect of indemnification, advancement or liability insurance coverage under any other policy, plan, contract or arrangement of the Company or its Affiliates or under applicable law.

Indemnification; Liability Insurance. (a) The Company shall hereby agrees to indemnify the Executive you and hold you harmless to the maximum fullest extent provided for permitted under its operating agreement (or similar organizational documents the by-laws of the Company as they may be in effect at on the relevant time), or if greater, an indemnification agreement with the Executive, with date of this Letter Agreement against and in respect to any actionactual or threatened actions, suit or proceeding suits, proceedings, claims, demands, judgments, costs, expenses (eachincluding reasonable attorney’s fees), a “Claim”) arising in connection with or related to losses, and damages resulting from the Executive’s good faith performance of the Executive’s duties under this Agreement, and to which the Executive is made, or threatened to be made, a party by reason of the fact that the Executive is an employee of or performing services to the Company or its affiliates pursuant to the terms of this Agreement; provided, however, that no indemnification shall be provided for any action or claim brought against the Executive in good faith by the Company for breach of (or to otherwise enforce) this Agreement, any other agreement in effect between the Executive and the Company or any of its Affiliates, or any of the Executive’s other your assigned duties and obligations to responsibilities with the Company. The Company willCompany, in additionwithin 30 days of presentation of invoices, will advance to Executive, or pay directly, you reimbursement of all costs legal fees and expenses incurred by Executive disbursements you incur in connection with any potentially indemnifiable matter provided that you, to the extent required by applicable law, undertake to repay such Claimamount in the event that it is ultimately determined that you are not entitled to be indemnified. In addition, the Company will cover you under directors and officers liability insurance both during and, while potential liability exists, after the termination of your employment in the same amount and to the same extent as the Company covers its other officers and directors. You will not be liable to the Company for your acts or in connection with Executive’s seeking omissions, except to enforce Executive’s rights under this section, within ten (10) days after receiving written notice requesting such an advance and enclosing customary supporting documentation, provided only the extent that such notice includes an unsecured undertaking by Executive to repay acts or omissions were not made in the amount advanced if Executive is ultimately determinedgood faith performance of your assigned duties and responsibilities, by were a court violation of competent jurisdiction, not to be entitled to indemnification against such costs and expenseslaw or resulted from your willful misconduct or gross negligence or any other act or omission that would constitute grounds for terminating your employment for Cause. The foregoing rights to indemnification obligations and advancement limits contained in this paragraph 11 will continue indefinitely, whether or not Executive’s services for survive the Company have terminated. Effective as termination of your employment with the execution by the Executive and the Company of a mutually agreeable indemnification agreement, such indemnification agreement shall supersede this Section 22(a). Nothing herein shall limit any right that the Executive may have in respect of indemnification, advancement or liability insurance coverage under any other policy, plan, contract or arrangement of the Company or its Affiliates or under applicable lawCompany.