Common use of Partial Indemnification Clause in Contracts

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred by him in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company Corporation for some or a portion of the expensesExpenses, judgments, fines fines, penalties or penalties amounts paid in settlement actually or and reasonably incurred by or on behalf of the Indemnitee in the investigation, defense, appeal or settlement of connection with any civil or criminal action, suit or proceeding, Proceeding but not, however, for the total amount thereof, the Company Corporation shall nevertheless indemnify the Indemnitee for the portion of such expensesExpenses, judgments, fines fines, penalties or penalties amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred by him in the investigation, defense, appeal or settlement of any civil or criminal action, suit action or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expensesExpenses, judgments, fines or penalties amounts paid in settlement, actually or and reasonably incurred in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceedingconnection with a Proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expensesExpenses, judgments, fines or penalties and amounts paid in settlement to which Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expensesExpenses, judgments, fines fines, interest or penalties penalties, which are actually or and reasonably incurred by the Indemnitee in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceedingProceeding, but not, however, for the total amount thereofof the Indemnitee’s Expenses, judgments, fines, interest or penalties, then the Company shall nevertheless indemnify the Indemnitee for the portion of such expensesExpenses, judgments, fines fines, interest or penalties to which the Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred Expenses in the investigation, defense, appeal or settlement of any civil or criminal action, suit suit, proceeding, inquiry or proceedinginvestigation, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties Expenses to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred by him or her in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision provisions of this Agreement to indemnification by the Company Corporation for some or a portion of the expensesExpenses, judgments, judgments and fines or penalties actually or and reasonably incurred by Indemnitee in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, Proceeding but not, however, for the total amount thereof, the Company Corporation shall nevertheless indemnify Indemnitee for the portion of such expensesExpenses, judgments, judgments or fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision ----------------------- of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expensescosts, judgments, fines penalties, fines, liabilities or penalties Expenses actually or and reasonably incurred in the investigation, defense, appeal or settlement of connection with any civil or criminal action, suit or proceedingproceeding (including an action, suit or proceeding brought by or on behalf of the Company), but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expensescosts, judgments, fines or penalties penalties, fines, liabilities and Expenses actually and reasonably incurred to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any ----------------------- provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision provisions of this Agreement to indemnification by the Company for some or a portion part of the expensesExpenses, judgments, fines or penalties and amounts paid in settlement actually or and reasonably incurred by Indemnitee in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, Proceeding but not, however, for the total amount thereofamount, the Company shall nevertheless indemnify Indemnitee for the portion of such expensesthe Expenses, judgments, fines or penalties and amounts paid in settlement to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred by Indemnitee in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, proceedings but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the that portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company Corporation for some or a portion of the expenses, judgmentsjudgment, fines or penalties actually or reasonably incurred by Indemnitee in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, but not, however, for the total amount thereof, the Company Corporation shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitledentitled pursuant to this Agreement.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines Expenses or penalties Liabilities actually or reasonably incurred by Indemnitee in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceedingProceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties Expenses and Liabilities to which Indemnitee is entitled.

Partial Indemnification. 4.01 If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred by him in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company Corporation for some or a portion of the expensesExpenses, judgments, fines fines, or penalties actually or and reasonably incurred by him or her in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, Proceeding but not, however, for the total amount thereof, the Company Corporation shall nevertheless indemnify Indemnitee for the portion of such expensesExpenses, judgments, fines fines, or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification or to receive advancement by the Company for some or a portion of the expensesExpenses, judgments, fines fines, penalties or penalties amounts paid in settlement actually or and reasonably incurred by Indemnitee (or on his behalf) in the investigationconnection with such Proceeding, defenseor any claim, appeal issue or settlement of any civil or criminal action, suit or proceedingmatter therein, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company Corporation for some or a portion of the expensesExpenses, judgmentsjudgment, fines or penalties actually or and reasonably incurred by him/her in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, Proceeding but not, however, for the total amount thereof, the Company Corporation shall nevertheless indemnify Indemnitee for the portion of such expensesExpenses, judgments, fines or penalties as to which Indemnitee is entitledso entitled to indemnification.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company Corporation for some or a portion of the expensesExpenses, judgments, fines fines, penalties or penalties amounts paid in settlement actually or and reasonably incurred by him or on his behalf in the investigation, defense, appeal or settlement of connection with any civil or criminal action, suit or proceeding, Proceeding but not, however, for the total amount thereof, the Company Corporation shall nevertheless indemnify Indemnitee for the portion of such expensesExpenses, judgments, fines fines, penalties or penalties amounts paid in settlement to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines fines, or penalties actually or reasonably incurred by Indemnitee in the investigation, defense, appeal appeal, or settlement of any civil or criminal action, suit suit, or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines fines, or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred by Indemnitee in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred by him or her in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such actual and reasonable expenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties actually or and reasonably incurred by him in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred by him or her in the investigationinvestigating, defensedefending, appeal appealing or settlement of settling any civil or criminal action, suit action or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties any Expenses actually or and reasonably incurred by Indemnitee in the investigation, defense, settlement or appeal or settlement of any civil or criminal action, suit or proceedinga Proceeding, but not, however, is precluded by applicable law or the specific terms of this Agreement to indemnification for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expensesExpenses, judgments, fines or penalties Fines, settlements and other amounts actually or reasonably incurred by Indemnitee in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceedingAction, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expensesExpenses, judgments, fines or penalties settlements, Fines and other amounts to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred by him or her in the investigation, defense, appeal or settlement of any civil or criminal action, suit action or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expensesExpenses, judgments, fines or penalties actually or and reasonably incurred by him in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, Proceeding but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expensesExpenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company Corporation for some or a portion of the expensesExpenses, judgments, fines or penalties actually or and reasonably incurred by him in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, Proceeding but not, however, for the total amount thereof, the Company Corporation shall nevertheless indemnify Indemnitee for the portion of such expensesExpenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company Corporation for some or a portion of the expensescosts, judgments, fines penalties, fines, liabilities or penalties Expenses actually or and reasonably incurred in the investigation, defense, appeal or settlement of connection with any civil or criminal action, suit or proceedingproceeding (including an action, suit or proceeding brought by or on behalf of the Corporation), but not, however, for all of the total amount thereof, the Company Corporation shall nevertheless indemnify Indemnitee for the portion of such expensescosts, judgments, fines or penalties penalties, fines, liabilities and Expenses actually and reasonably incurred to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expensesExpenses, judgments, fines or penalties actually or and reasonably incurred by her in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, Proceeding but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expensesExpenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expensesloss and liability suffered and Expenses (including attorneys’ fees), judgmentsJudgments, fines or penalties Fines and Amounts Paid in Settlement actually or and reasonably incurred by or on behalf of Indemnitee in the investigationconnection with an Action, defenseSuit or Proceeding, appeal or settlement of including any civil or criminal action, suit or proceedingappeals, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitledamounts otherwise payable hereunder.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred by him in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, but not, however, not for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines fines, or penalties actually or reasonably incurred by Indemnitee in the investigation, defense, appeal appeal, or settlement of any civil or criminal action, suit suit, or proceeding, but not, however, for the total amount thereofof any such expenses, judgments, fines, or penalties, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines fines, or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines fines, penalties or penalties amounts paid in settlement actually or reasonably incurred by him in the investigation, defense, appeal or settlement of any civil or criminal action, suit action or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expensesexpense, judgments, fines or penalties actually or reasonably incurred by him or her in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, but not, however, not for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision ----------------------- of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred Expenses in the investigation, defense, appeal or settlement of any civil or criminal action, suit suit, proceeding, inquiry or proceedinginvestigation, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties Expenses to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any ----------------------- provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred by him in the investigation, defense, appeal or settlement of any civil or criminal action, suit action or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expensesExpenses, judgments, fines or penalties actually or reasonably incurred by him in the investigation, defense, appeal or settlement of any civil or criminal action, suit action or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expensesExpenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines fines, penalties or penalties amounts paid in settlement actually or reasonably incurred by Indemnitee in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceedingProceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines fines, penalties or penalties amounts paid in settlement to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company Corporation for some or a portion of the expensesExpenses, judgments, fines or penalties actually or and reasonably incurred by him in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, Proceeding but not, however, not for the total amount thereof, the Company Corporation shall nevertheless indemnify provide indemnification to Indemnitee for the that portion of such expensesExpenses, judgmentsjudgment, fines or penalties to for which Indemnitee is entitledentitled to be indemnified hereunder.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred by him in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines fines, settlements or penalties other amounts actually or and reasonably incurred by Indemnitee in the investigation, defense, appeal or settlement of connection with any civil or criminal action, suit or proceedingProceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines fines, settlements or penalties other amounts to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to for which Indemnitee is entitledotherwise legally responsible.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines fines, penalties or penalties amounts paid in settlement actually or reasonably incurred by Indemnitee in the investigation, defense, appeal or settlement of any civil or criminal action, suit action or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines fines, penalties or penalties ERISA excise taxes actually or reasonably incurred by him in the investigation, defense, appeal or settlement of any civil or criminal action, suit action or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines fines, penalties or penalties ERISA excise taxes to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred by him in the investigation, defense, appeal or settlement of any civil or criminal action, suit action or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of of, but not the expensestotal amount of, the Expenses, judgments, fines fines, penalties or penalties ERISA excise taxes actually or and reasonably incurred by him in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, but not, however, for the total amount thereofProceeding, the Company shall nevertheless indemnify the Indemnitee for the portion of such expensesthe Expenses, judgments, fines fines, penalties or penalties ERISA excise taxes to which the Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expensesExpenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines fines, and amounts paid in settlement) incurred by him or penalties actually or reasonably incurred her in the investigation, defense, settlement or appeal or settlement of any civil or criminal action, suit or proceeding, a Proceeding but notnot entitled, however, to indemnification for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties thereof to which Indemnitee is entitled.

Partial Indemnification. If In the event Indemnitee is entitled under any provision of this Agreement to indemnification by the Company hereunder for some or a portion of the expensesExpenses, judgments, fines or fines, penalties and amounts paid in settlement actually or and reasonably incurred by him in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, Claim but not, however, for the total amount thereof, the Company Corporation shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company Association for some or a portion of the expenses, judgmentsjudgment, fines or penalties actually or reasonably incurred by him in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, but not, however, for the total amount thereof, the Company Association shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred by him in the investigation, defense, appeal appeal, or settlement of any civil or criminal action, suit action or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company Corporation for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred by Indemnitee in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, but not, however, for the total amount thereof, the Company Corporation shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any ----------------------- provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred Expenses in the investigation, defense, appeal or settlement of any civil or criminal action, suit suit, proceeding, inquiry or proceedinginvestigation, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties Expenses to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification or to receive advancement by the Company for some or a portion of the expensesExpenses, judgments, fines or penalties amounts paid in settlement actually or and reasonably incurred by Indemnitee in the investigation, defense, appeal appeal, settlement or settlement other disposition of any civil or criminal action, suit or proceeding, Proceeding but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties thereof to which Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company Corporation for some or a portion of the expensesExpenses, judgments, fines fines, penalties or penalties amounts paid in settlement actually or and reasonably incurred by him or on his behalf, in the investigation, defense, appeal or settlement of connection with any civil or criminal action, suit or proceeding, Proceeding but not, however, for the total amount thereof, the Company Corporation shall nevertheless indemnify Indemnitee for the portion of such expensesExpenses, judgments, fines fines, penalties or penalties amounts paid in settlement to which Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expensescosts, judgments, fines penalties, fines, liabilities or penalties Expenses actually or and reasonably incurred in the investigation, defense, appeal or settlement of connection with any civil or criminal action, suit or proceedingProceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expensescosts, judgments, fines or penalties penalties, fines, liabilities and Expenses actually and reasonably incurred to which the Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification or to receive advancement by the Company for some or a portion of the expensesExpenses, judgments, fines or penalties amounts paid in settlement actually or and reasonably incurred by Indemnitee in the investigation, defense, appeal appeal, settlement or settlement other disposition of any civil or criminal action, suit or proceeding, Proceeding but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement or otherwise to indemnification by the Company for some or a portion of the expensesExpenses, judgments, fines or penalties actually or reasonably incurred by him in the investigation, preparation for, defense, appeal or settlement of any civil or criminal action, suit or proceedingProceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expensesExpenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties actually or and reasonably incurred by him or her in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines Expenses or penalties Claims actually or and reasonably incurred by Indemnitee in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, Proceeding but not, however, for the total amount thereof, the Company shall nevertheless indemnify such Indemnitee for the portion of such expensesExpenses, judgments, fines or penalties to which such Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification or to receive advancement by the Company for some or a portion of the expensesExpenses, judgments, fines fines, penalties or penalties amounts paid in settlement actually or and reasonably incurred by Indemnitee (or on his or her behalf) in the investigationconnection with such Proceeding, defenseor any claim, appeal issue or settlement of any civil or criminal action, suit or proceedingmatter therein, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties thereof to which Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines Expenses or penalties Losses actually or and reasonably incurred by Indemnitee in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, Proceeding but not, however, for the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expenses, judgments, fines or penalties Expenses and Losses to which the Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision provisions of this Agreement to indemnification by the Company Corporation for some or a portion of the expensesExpenses, judgments, fines or penalties and amounts paid in settlement actually or and reasonably incurred by Indemnitee in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, Proceeding but not, however, for the total amount thereof, the Company Corporation shall nevertheless indemnify Indemnitee for the portion of such expensesExpenses, judgments, fines or penalties and amounts paid in settlement to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgmentsjudgment, fines or penalties actually or reasonably incurred by him in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expensesany expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines or penalties penalties) actually or and reasonably incurred by him in the investigation, defense, settlement or appeal or settlement of any civil or criminal action, suit or proceeding, a proceeding but notis not entitled, however, to indemnification for the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expenses, judgments, fines or penalties thereof to which the Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company Corporation for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, but not, however, for the total amount thereof, the Company Corporation shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expensesExpenses, damages, losses, judgments, fines or liabilities, fines, penalties actually or reasonably incurred and amounts paid in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceedingsettlement, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties penal­ties actually or reasonably incurred by him in the investigationinvestiga­tion, defense, appeal or settlement of any civil or criminal action, suit or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expensesExpenses, judgments, fines or penalties actually or reasonably incurred in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceedingProceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company Corporation for some or a portion of the expenses, judgments, fines fines, settlement payments or penalties other amounts actually or and reasonably incurred by him or her in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, but not, however, not for the total amount thereof, the Company Corporation shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines fines, settlement payments or penalties other amounts to which Indemnitee is entitledentitled in accordance with the terms of this Agreement.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expensesany Expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines or penalties penalties), actually or and reasonably incurred by him in the investigation, defense, settlement or appeal or settlement of any civil or criminal action, suit or proceeding, a Proceeding but notis not entitled, however, to indemnification for the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expenses, judgments, fines or penalties thereof to which the Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties Expenses actually or reasonably incurred by him in the investigation, defense, appeal or settlement of any civil or criminal action, suit action or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties Expenses to which Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expensesExpenses, judgments, fines fines, penalties or penalties amounts paid in settlement actually or and reasonably incurred by him in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceedingProceeding, but not, however, for the total amount thereof, the Company nevertheless shall nevertheless indemnify the Indemnitee for the portion of such expensesExpenses, judgments, fines or penalties to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expensesExpenses, judgments, judgments or fines or penalties actually or reasonably incurred by him in the investigation, defense, settlement or appeal or settlement of any civil or criminal action, suit or proceeding, a Proceeding but notnot entitled, however, to indemnification for the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expenses, judgments, fines or penalties thereof to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expensesExpenses, judgments, fines fines, penalties or penalties ERISA excise taxes actually or and reasonably incurred by the Indemnitee in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, Proceeding but not, however, for the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expensesExpenses, judgments, fines fines, penalties or penalties ERISA excise taxes to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expensesExpenses, judgments, fines fines, interest or penalties penalties, which are actually or reasonably incurred by the Indemnitee in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceedingProceeding, but not, however, for the total amount thereofof the Indemnitee’s Expenses, judgments, fines, interest or penalties, then the Company shall nevertheless indemnify the Indemnitee for the portion of such expensesExpenses, judgments, fines fines, interest or penalties to which the Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, any liability (including judgments, settlements, penalties, fines (including excise taxes assessed with respect to an employee benefit plan), interest or penalties reasonable expenses (including attorney’s fees)) actually or reasonably incurred in the investigation, defense, appeal or settlement by him but not entitled to indemnification for all of any civil or criminal action, suit or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the such portion of such expenses, judgments, fines or penalties thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred Expenses (in the investigation, defense, appeal case of a Type 1 Indemnifiable Event) or settlement Defense Costs (in the case of any civil or criminal action, suit or proceedinga Type 2 Indemnifiable Event), but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any ----------------------- provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred by him in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or fines, penalties actually or reasonably incurred in the by Indemnitee on investigation, defense, appeal or settlement of any civil or criminal action, suit action or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties any expenses actually or and reasonably incurred by Indemnitee in the investigationinvestigating, defensedefending, appeal responding to, settling or settlement of any civil or criminal action, suit or appealing a proceeding, but not, however, is precluded by applicable law or the specific terms of this Agreement to indemnification for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties thereof to which Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expensesExpenses, judgments, fines fines, penalties or penalties amounts paid in settlement actually or and reasonably incurred by or on behalf of the Indemnitee in the investigation, defense, appeal or settlement of connection with any civil or criminal action, suit or proceeding, Proceeding but not, however, for the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expensesExpenses, judgments, fines fines, penalties or penalties amounts paid in settlement to which the Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expensesexpenses (including attorneys' fees), judgments, fines or penalties actually or reasonably incurred in the investigation, defense, appeal or settlement of any civil civil, criminal, administrative or criminal investigative action, suit or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expensesexpenses (including attorneys' fees), judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Except as limited by Section 11, if Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines fines, penalties or penalties actually or reasonably Expenses incurred in the investigation, defense, appeal or settlement of connection with any civil or criminal action, suit or proceedingIndemnifiable Proceeding, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties fines, penalties, and Expenses incurred to which Indemnitee is entitledentitled (as determined in accordance with Article 2(e) of the Procedural Appendix).

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred by Indemnitee in the investigation, defense, appeal or settlement of any civil or criminal action, suit action or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expensesExpenses, judgments, fines or penalties actually or reasonably incurred in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expensesExpenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some claims, issues or matters related to a proceeding, but not as to other claims, issues or matters, or for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred expenses in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, but not, however, not for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expensesclaims, judgments, fines issues or penalties matters or expenses to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties actually or Expenses reasonably incurred by Indemnitee in the investigation, defense, appeal or settlement of any civil or criminal action, suit arbitration, or any other proceeding, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties thereof to which Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred by him or her in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expenses, judgments, fines or penalties to which the Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision ----------------------- of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines fines, penalties or penalties amounts paid in settlement actually or reasonably incurred by him in the investigation, defense, appeal or settlement of any civil or criminal action, suit action or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties Expenses actually or reasonably incurred by him in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceedingClaim, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties Expenses to which Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expensesExpenses, judgments, fines fines, penalties, settlements or penalties other amounts actually or reasonably incurred by the Indemnitee in the investigation, defense, appeal or settlement of of, or otherwise in connection with, any civil or criminal action, suit or proceedingProceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for that portion for which the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitledentitled to indemnification.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, but notis not entitled, however, to indemnification for the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expenses, judgments, fines or penalties to which the Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any ----------------------- provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred by him in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceedingProceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company Corporation for some or a portion of the expensesExpenses, judgments, fines or penalties actually or and reasonably incurred by him in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceeding, Proceeding but not, however, not for the total amount thereof, the Company Corporation shall nevertheless indemnify provide indemnification to Indemnitee for the that portion of such expensesExpenses, judgments, fines or penalties to for which Indemnitee is entitledentitled to be indemnified hereunder.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expensesExpenses, judgments, fines or penalties actually or reasonably incurred in the investigation, defense, appeal or settlement of any civil or criminal action, suit or proceedingProceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expensesExpenses, judgments, fines or penalties to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expensesExpenses, judgments, judgments or fines or penalties actually or reasonably incurred by him in the investigation, defense, settlement or appeal or settlement of any civil or criminal action, suit or proceeding, a Proceeding but notnot entitled, however, to indemnification for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties thereof to which Indemnitee is entitled.