Common use of Partial Indemnification Clause in Contracts

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement for a portion of the Expenses and/or Liabilities actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, appeal or settlement of any Proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Corporation for a any portion of the Expenses and/or Liabilities actually and reasonably or Liability incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, appeal or settlement of connection with any Proceeding, but not, however, not for all of the total amount thereofExpenses or Liability incurred in connection with any Proceeding, the Company Corporation shall nevertheless indemnify Indemnitee for the portion thereof of such Expenses and Liability to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities actually any expenses or liabilities of any type whatsoever (including, without limitation, judgments, fines, ERISA excise taxes and reasonably penalties, and amounts paid in settlement) incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, settlement or appeal or settlement of any Proceedinga proceeding, but not, however, is not entitled to indemnification for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which the Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification or to receive advancement by the Company for a portion of the Expenses and/or Liabilities Expenses, judgments, fines or amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, appeal appeal, settlement or settlement other disposition of any Proceeding, Proceeding but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

Partial Indemnification. If In the event Indemnitee is entitled to indemnification under any provision of this Agreement hereunder for a portion of the Expenses and/or Liabilities Expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf him in the investigation, defense, appeal or settlement of any Proceeding, Claim but not, however, for the total amount thereof, the Company Corporation shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities actually or liabilities of any type whatsoever (including, but not limited to, judgments, fines, and reasonably amounts paid in settlement) incurred by Indemnitee him or on Indemnitee’s behalf her in the investigation, defense, settlement or appeal or settlement of any Proceeding, a Proceeding but notnot entitled, however, to indemnification for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification or to receive advancement by the Company for some or a portion of the Expenses and/or Liabilities Expenses, judgments, fines or amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, appeal appeal, settlement or settlement other disposition of any Proceeding, Proceeding but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any ----------------------- provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, appeal or settlement of any Proceedingcivil or criminal action, suit, proceeding, inquiry or investigation, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof of such Expenses to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement Deed to be Indemnified by the Company for some or a portion of the Expenses and/or Liabilities actually and reasonably or Awards incurred by Indemnitee in connection with, or on Indemnitee’s behalf in the investigationwith respect to, defense, appeal or settlement of any ProceedingClaim, but not, however, for the total amount thereof, the Company shall shall, to the fullest extent permitted by applicable law, nevertheless indemnify Indemnify Indemnitee for the portion thereof of such Expenses or Awards to which Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the any Expenses and/or Liabilities or liabilities of any type whatsoever (including, but not limited to, judgments, fines or penalties), actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf him in the investigation, defense, settlement or appeal or settlement of any 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 thereof to which the Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities actually and or reasonably incurred by Indemnitee or on Indemnitee’s behalf him in the investigation, defense, appeal or settlement of any Proceedingcivil or criminal action or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof of such Expenses to which Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities actually and reasonably incurred by Indemnitee any expenses or on Indemnitee’s behalf in the investigation, defense, appeal or settlement liabilities of any Proceedingtype whatsoever (including, but notnot limited to, judgments, fines or penalties), but is not entitled, however, to indemnification for the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion thereof to which the Indemnitee is entitled, which shall be reasonably determined in good faith by the Company’s Board of Directors.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement or otherwise to indemnification by the Company for some or a portion of the Expenses and/or Liabilities actually and reasonably or Losses incurred by Indemnitee or on Indemnitee’s behalf of Indemnitee in the investigationconnection with a Proceeding or any claim, defenseissue or matter therein, appeal in whole or settlement of any Proceeding, but not, however, for the total amount thereofin part, the Company shall nevertheless shall, to the fullest extent permitted by law, indemnify Indemnitee for to the portion thereof fullest extent to which Indemnitee is entitledentitled to such indemnification.

Partial Indemnification. If the Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines or penalties) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf him in the investigation, defense, settlement or appeal or settlement of any 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 thereof to which the Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification or to receive advancement by the Company for a portion of the Expenses and/or or Liabilities actually and reasonably incurred by Indemnitee (or on Indemnitee’s behalf his behalf) in the investigationconnection with such Proceeding, defenseor any claim, appeal issue, or settlement of any Proceedingmatter therein, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities or Losses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, appeal or settlement of any Proceeding, Proceeding but not, however, for the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion thereof of such Expenses and Losses to which the Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities actually Expenses, damages, losses, judgments, liabilities, fines, penalties and reasonably incurred by Indemnitee or on Indemnitee’s behalf amounts paid in the investigation, defense, appeal or settlement of any Proceedingsettlement, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities any expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, settlement, or appeal or settlement of any 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 thereof to which Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification, exoneration or hold harmless rights by the Company for some or a portion of the Expenses and/or Liabilities actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, appeal or settlement of connection with any ProceedingClaim, but not, however, for the total amount thereof, the Company shall nevertheless indemnify indemnify, exonerate or hold harmless the Indemnitee for the portion thereof of such Expenses to which the Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement Deed to indemnification by the Company for some or a portion of the Expenses and/or Liabilities actually or other costs or expenses, including attorney’s fees and reasonably incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, appeal or settlement of any Proceedingdisbursements, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses and/or Liabilities Losses actually and or reasonably incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, appeal or settlement of any civil or criminal Proceeding, but not, however, for the total amount thereof, the Company Corporation shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitledof such indemnifiable claim or expense hereunder.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities Expenses, actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, appeal or settlement of any 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 thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities actually and reasonably Expenses, judgments or fines incurred by Indemnitee or on Indemnitee’s behalf him in the investigation, defense, settlement or appeal or settlement of any Proceeding, a Proceeding but notnot entitled, however, to indemnification for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities actually Expenses, judgments, fines, penalties and reasonably incurred by Indemnitee or on Indemnitee’s behalf amounts paid in the investigation, defense, appeal or settlement of any a Proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion thereof to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities any expenses, judgments, fines or penalties, actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf him in the investigation, defense, appeal or settlement of any 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 thereof to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the any Expenses and/or Liabilities actually and reasonably or liabilities of any type whatsoever incurred by the Indemnitee or on Indemnitee’s behalf in the investigation, defense, settlement or appeal or settlement of any a Proceeding, but notnot entitled, however, to indemnification for all of the total amount thereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion thereof to which the Indemnitee is not entitled.

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

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf (in the investigation, defense, appeal case of a Type 1 Indemnifiable Event) or settlement Defense Costs (in the case of any Proceedinga Type 2 Indemnifiable Event), but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, appeal or settlement of any Proceedingcivil or criminal action, arbitration, or any other proceeding, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities actually and reasonably any expenses or liabilities of any type whatsoever incurred by the Indemnitee or on Indemnitee’s behalf in the investigation, defense, settlement or appeal or settlement of any Proceeding, a proceeding but notis not entitled, however, to indemnification for all of the total amount thereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion thereof to which the Indemnitee is entitlednot entitled to indemnification.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, appeal or settlement of any Proceedingcivil or criminal Claim, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof of such Expenses to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification 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 and/or Liabilities actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf expenses in the investigation, defense, appeal or settlement of any Proceedingproceeding, but not, however, not for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof of such claims, issues or matters or expenses to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification for some or a portion of the Expenses and/or Liabilities actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, appeal or settlement any amount of any Proceedingjudgment, penalty, fine, amount paid in settlement, or Expenses, but not, however, not for the total amount thereofamount, the Company shall nevertheless indemnify Indemnitee for the portion thereof of the amount of any judgment, penalty, fine, amount paid in settlement or Expenses to which Indemnitee is entitledentitled to indemnification.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses and/or Liabilities actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, appeal or settlement of any Proceeding, Proceeding but not, however, for the total amount thereof, the Company Corporation shall nevertheless indemnify Indemnitee for the portion thereof of such Expenses to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities any expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, settlement or appeal or settlement of any 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 thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement Deed to be Indemnified by the Company for some or a portion of the Expenses and/or Liabilities actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, appeal or settlement of connection with any ProceedingClaim, but not, however, for the total amount thereof, the Company shall shall, to the fullest extent permitted by applicable law, nevertheless indemnify Indemnify Indemnitee for the portion thereof of such Expenses to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities actually and or reasonably incurred by Indemnitee or on Indemnitee’s behalf him in the investigation, defense, appeal or settlement of any Proceedingcivil or criminal Claim, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof of such Expenses to which Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities actually and reasonably Expenses, judgments or fines incurred by Indemnitee or on Indemnitee’s behalf him in the investigation, defense, settlement or appeal or settlement of any Proceeding, a Proceeding but notnot entitled, however, to indemnification for the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion thereof to which the Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities any expenses actually and reasonably incurred by Indemnitee in investigating, defending, responding to, settling or on Indemnitee’s behalf in the investigation, defense, appeal or settlement of any Proceedingappealing 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 thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, appeal or settlement of connection with any ProceedingClaim, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof of such Expenses to which Indemnitee is entitled. Attorneys’ fees and expenses shall not be prorated but shall be deemed to apply to the portion of indemnification to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company Entities for a portion of the Expenses and/or Liabilities actually any Expenses, losses, liabilities, judgments, fines, penalties and reasonably amounts paid in settlement incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, appeal or settlement of any Proceeding, but not, however, not for the total amount thereof, the Company Entities shall nevertheless jointly and severally indemnify Indemnitee for the portion thereof to which Indemnitee is entitledsuch portion.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision provisions of this Agreement to indemnification by the Company for a portion some or part of the Expenses and/or Liabilities Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee related to or on Indemnitee’s behalf in the investigation, defense, appeal or settlement arising out of any Proceeding, Proceeding but not, however, for the total amount thereofamount, the Company shall nevertheless indemnify Indemnitee for the portion thereof of the Expenses, judgments, fines and amounts paid in settlement to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled under this Agreement to indemnification under any provision of this Agreement by the Company for some or a portion of the Expenses and/or Liabilities expenses, judgments, fines, settlements or other amounts actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, appeal or settlement of connection with any Proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof of such expenses, judgments, fines, settlements or other amounts to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement for a portion of the Expenses and/or Liabilities actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, appeal or settlement of any Proceedingonly to partial indemnification, but not, however, for not to the total amount thereofof expenses, liabilities, losses, judgments, fines, and amounts paid in settlement, the Company shall nevertheless indemnify Indemnitee for the that portion thereof to which Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities actually and reasonably any expenses incurred by the Indemnitee or on Indemnitee’s behalf in the investigation, defense, settlement or appeal or settlement of any Proceedinga proceeding, but notnot entitled, however, to indemnification for all of the total amount thereofhereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion thereof hereof to which the Indemnitee is not entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities any expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, settlement, judgment or appeal or settlement of any 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 thereof to which Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities actually and reasonably any expenses or liabilities of any type whatsoever incurred by Indemnitee him or on Indemnitee’s behalf her in the investigation, defense, resolution or appeal or settlement of any Proceedinga proceeding, but notnot entitled, however, to indemnification for all of the total amount thereofhereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion thereof hereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities actually and reasonably any expenses or liabilities of any type whatsoever incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, appeal or settlement of any Proceedinghim related to a proceeding, but notnot entitled, however, to indemnification for the total amount thereofof such expenses and liabilities, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion thereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the obligations, liabilities and/or Expenses and/or Liabilities actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, appeal or settlement of connection with any Proceedingclaim, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion thereof of such obligations, liabilities, and/or Expenses to which the Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for a portion of the Expenses and/or Liabilities actually and reasonably any expenses or liabilities incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, settlement, or appeal or settlement of any a Proceeding, but not, however, is not entitled to indemnification for the total amount thereofof the expenses or liabilities, the Company shall nevertheless indemnify Indemnitee for the portion thereof of such expenses or liabilities to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities any expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, settlement or appeal or settlement of any Proceedinga proceeding, but not, however, is precluded by applicable law or the specific terms of this Agreement from indemnification for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf of Indemnitee in the investigationconnection with such Proceeding or any claim, defense, appeal issue or settlement of any Proceedingmatter therein, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the that portion thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities actually and reasonably Damages incurred by Indemnitee or on Indemnitee’s behalf for him in the investigation, defense, appeal or settlement of any Proceeding, such Action but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for against the portion thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Liabilities or Expenses and/or Liabilities actually and reasonably incurred in connection with any Proceeding (including a Proceeding brought by Indemnitee or on Indemnitee’s behalf in of the investigation, defense, appeal or settlement of any ProceedingCompany), but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof of such Liabilities and Expenses actually incurred by or on behalf of Indemnitee to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities actually Expenses, judgments, arbitrative awards, fines, penalties (including excise or similar taxes), and reasonably incurred by Indemnitee or on Indemnitee’s behalf amounts paid in the investigation, defense, appeal or settlement of any a Claim or Proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities any expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, settlement or appeal or settlement of any Proceedinga proceeding, but not, however, is precluded by applicable law or the specific terms of this Agreement from obtaining indemnification for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, appeal or settlement of connection with any ProceedingClaim, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof of such Expenses to which Indemnitee is entitled; provided, however, that the foregoing shall not affect the rights of Indemnitee or the Appointing Stockholder set forth in Section 10 below.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities actually and reasonably incurred by of Indemnitee or on Indemnitee’s behalf in connection with the investigation, defense, settlement or appeal or settlement of any ProceedingProceeding specified in Section 1, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. The party or parties making the determination shall determine the portion (if less than all) of such Expenses for which Indemnitee is entitled to indemnification under this Agreement.

Partial Indemnification. If the Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Liabilities and/or Expenses and/or Liabilities actually and reasonably incurred by Indemnitee him or on Indemnitee’s behalf in the investigation, defense, appeal or settlement of her with respect to any Indemnity Proceeding, but not, however, not for the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion thereof of such Liabilities and/or Expenses to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities any expenses, judgments, fines or penalties, actually and reasonably incurred by the Indemnitee in a proceeding or on Indemnitee’s behalf in the investigation, defense, appeal connection with any judicial proceeding or settlement of any Proceeding, arbitration pursuant to Section 8(d) to enforce rights under this Agreement but notis not entitled, however, to indemnification for the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion thereof to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses and/or Liabilities actually and reasonably Losses incurred by Indemnitee or on Indemnitee’s behalf of the Indemnitee in the investigation, defense, appeal or settlement of connection with any Proceeding, Proceeding but not, however, for the total amount thereof, the Company Corporation shall nevertheless indemnify the Indemnitee for the portion thereof of such Expenses and Losses to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of or the obligations, liabilities and/or Expenses and/or Liabilities actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, appeal or settlement of connection with any Proceedingclaim, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion thereof of such obligations, liabilities, and/or Expenses to which the Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, appeal or settlement of any ProceedingExpenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. Attorneys' fees and expenses shall not be prorated but shall be deemed to apply to the portion of indemnification to which Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for a portion of the Expenses and/or or Liabilities actually and reasonably incurred by the Indemnitee or on Indemnitee’s behalf in the investigation, defense, appeal appeal, or settlement of any Proceeding, Proceeding but not, however, for the total amount thereofof the Indemnitee’s Expenses or Liabilities, the Company shall nevertheless indemnify the Indemnitee for the portion thereof of Expenses and Liabilities to which the Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses any expenses and/or Liabilities liabilities actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, settlement or appeal or settlement of any 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 thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities actually and reasonably incurred by Indemnitee losses or on Indemnitee’s behalf in the investigation, defense, appeal or settlement of any ProceedingExpenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. [If the Company disputes a portion of the amounts for which indemnification is requested, the undisputed portion shall be paid and only the disputed portion withheld pending resolution of any such dispute.]

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement for a portion of the Expenses and/or and Liabilities actually and reasonably incurred by Indemnitee or on Indemnitee’s 's behalf in the investigation, defense, appeal or settlement of any Proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Corporation for a portion of the his Expenses and/or Liabilities actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf him in the investigation, defense, appeal or settlement of any Proceeding, Proceeding but not, however, for the total amount thereofof those Expenses, the Company Corporation shall nevertheless indemnify the Indemnitee for the portion thereof of those Expenses to which the Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities actually Expenses, Liabilities, damages, judgments, fines and reasonably incurred by Indemnitee or on Indemnitee’s behalf amounts paid in the investigation, defense, appeal or settlement of any Proceeding, but not, however, for the total amount thereof, the Company shall nevertheless will indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for a portion of the Expenses and/or Liabilities Expenses, judgments, fines, penalties, liabilities or amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, appeal or settlement of connection with any Proceeding, Proceeding but not, however, for the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion thereof to which the Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, appeal or settlement of connection with any ProceedingProceedings, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof of such Expenses to which Indemnitee is entitled, in each case, to the maximum extent permitted by Law and as applicable, the Articles.

Partial Indemnification. If the Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for a portion of the Expenses and/or or Liabilities actually and reasonably incurred by the Indemnitee or on Indemnitee’s behalf in the investigation, defense, appeal appeal, or settlement of any Proceeding, Proceeding but not, however, for the total amount thereofof the Indemnitee's Expenses or Liabilities, the Company shall nevertheless indemnify the Indemnitee for the portion thereof of Expenses and Liabilities to which the Indemnitee is entitled.

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

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s his/her behalf in the investigation, defense, appeal or settlement of any connection with a Proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof of the foregoing to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification or to receive advancement by the Company for some or a portion of the Expenses and/or Liabilities Expenses, judgments, fines or amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, appeal appeal, settlement or settlement other disposition of any Proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Corporation for a portion of the Expenses and/or Liabilities Expenses, judgment, fines, or penalties actually and reasonably incurred by Indemnitee him or on Indemnitee’s behalf her in the investigation, defense, appeal or settlement of any Proceeding, Proceeding but not, however, for the total amount thereof, the Company Corporation shall nevertheless indemnify Indemnitee for the portion thereof of such Expenses, judgments, fines, or penalties to which Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines or penalties) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf him in the investigation, defense, settlement or appeal or settlement of any 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 thereof to which the Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement or otherwise to indemnification by any of the Companies for some or a portion of the Expenses and/or Liabilities actually and reasonably Losses incurred by Indemnitee or on Indemnitee’s behalf of Indemnitee in the investigationconnection with a Proceeding or any claim, defenseissue or matter therein, appeal in whole or settlement of any Proceeding, but not, however, for the total amount thereofin part, the Company shall nevertheless Companies shall, to the fullest extent permitted by Law, indemnify Indemnitee for to the portion thereof fullest extent to which Indemnitee is entitledentitled to such indemnification.

Partial Indemnification. If an Indemnitee is entitled to ----------------------- indemnification under any provision of this Agreement by the Corporation for some or a portion of the Expenses and/or Liabilities Expenses, liabilities, or losses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in the an investigation, defense, appeal or settlement of any Proceeding, but not, however, for the total amount thereof, the Company Corporation shall nevertheless indemnify Indemnitee for the portion thereof of such Expenses, liabilities or losses to which Indemnitee is entitled.

Partial Indemnification. If In the event Indemnitee is entitled to indemnification under any provision of this Agreement hereunder for a portion of the Expenses and/or Liabilities Expenses, judgments, fines, penalties, and amounts paid in settlement actually and reasonably incurred by Indemnitee him or on Indemnitee’s behalf her in the investigation, defense, appeal or settlement of any Proceeding, Claim but not, however, for all of the total amount thereof, the Company Corporation shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

Partial Indemnification. If In the event Indemnitee is entitled to indemnification under any provision of this Agreement hereunder for a portion of the Expenses and/or Liabilities Expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by Indemnitee him or on Indemnitee’s behalf her in the investigation, defense, appeal or settlement of any Proceeding, Claim but not, however, for all of the total amount thereof, the Company Corporation shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee Indenmitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the any Expenses and/or Liabilities actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, settlement or appeal or settlement of any a Proceeding, but not, however, is precluded by applicable law or the specific terms of this Agreement to be indemnified for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

Partial Indemnification. If In the event Indemnitee is entitled to indemnification under any provision of this Agreement hereunder for a portion of the Expenses and/or Liabilities Expenses, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf him in the investigation, defense, appeal or settlement of any Proceeding, Claim but not, however, for all of the total amount thereof, the Company Corporation shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities actually and reasonably incurred by Indemnitee any expenses or on Indemnitee’s behalf in the investigation, defense, appeal or settlement liabilities of any Proceedingtype whatsoever (including, but notnot limited to, judgments, fines or penalties), but is not entitled, however, to indemnification for the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion thereof to which the Indemnitee is entitled, which shall be reasonably determined in good faith by the Company's Board of Directors.

Partial Indemnification. If the Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the any Liabilities or Expenses and/or Liabilities actually and reasonably incurred by the Indemnitee or on Indemnitee’s behalf in the investigation, defense, settlement or appeal or settlement of any Proceeding, a Proceeding but notthe Indemnitee is not entitled, however, to indemnification for the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for such total amount minus the portion thereof to which the Indemnitee is not entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification, exoneration or hold harmless rights by the Company for some or a portion of the Expenses and/or Liabilities actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, appeal or settlement of connection with any ProceedingClaim, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnify, exonerate or hold harmless Indemnitee for the portion thereof of such Expenses to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the any Expenses and/or or Other Liabilities actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, settlement or appeal or settlement of any 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 will nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities and Labilities actually and or reasonably incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, appeal or settlement of any Proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof of such Expenses and Liabilities to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities Losses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, appeal or settlement of connection with any Proceeding, or in connection with any judicial proceeding or arbitration pursuant to Section 11 to enforce rights under this Agreement, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof of such Losses actually and reasonably incurred to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities actually and reasonably incurred by Indemnitee in connection with a Proceeding or on Indemnitee’s behalf in the investigation, defense, appeal or settlement of any Proceeding, Investigative Activity but not, however, not for the total amount thereofof such Expenses, then the Company nevertheless shall nevertheless indemnify Indemnitee for the portion thereof of such Expenses to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses and/or Liabilities amounts actually and or reasonably incurred by Indemnitee in connection with a Proceeding, or on Indemnitee’s behalf in the investigation, defense, appeal connection with any suit brought by Indemnitee to enforce a right to indemnification or settlement advancement of any ProceedingExpenses under this Agreement, but not, however, for the total amount thereof, the Company Corporation shall nevertheless indemnify Indemnitee for the that portion thereof of such amount to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification entitle under any provision of this Agreement to indemnification by the Company for some or a portion of the any Expenses and/or Liabilities actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, settlement or appeal or settlement of any Proceedinga Claim, but not, however, is precluded by applicable law or some portion of this Agreement to indemnification for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Costs, or Expenses and/or Liabilities actually and reasonably incurred in connection with any Proceeding (including any Proceeding brought by Indemnitee or on Indemnitee’s behalf in of the investigation, defense, appeal or settlement of any ProceedingCompany), but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof of such Costs to which Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, appeal or settlement of any ProceedingExpenses, but not, however, for the total amount thereof, the Company shall nevertheless will indemnify Indemnitee for the portion thereof to which Indemnitee is entitled, other than by reason of Indemnitee’s own dishonesty, wilful default or fraud as determined by a court of competent jurisdiction.

Partial Indemnification. If the Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses and/or Liabilities Expenses, judgments, fines, penalties, damages or settlements actually and or reasonably incurred by the Indemnitee or on Indemnitee’s behalf in the investigation, defensedefence, appeal or settlement of any Proceeding, but not, however, for the total amount thereof, the Company Corporation shall nevertheless indemnify the Indemnitee for that portion for which the portion thereof to which Indemnitee is entitledentitled to indemnification.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Corporation for a portion of the Expenses and/or Liabilities any Expenses, losses, liabilities, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in the investigation, defense, appeal or settlement of any Proceeding, but not, however, not for the total amount thereof, the Company Corporation shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitledsuch portion.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement or otherwise to indemnification by the Company for some or a portion of the Expenses and/or Liabilities actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf of Indemnitee in the investigationconnection with a Proceeding or any claim, defenseissue or matter therein, appeal in whole or settlement of any Proceeding, but not, however, for the total amount thereofin part, the Company shall nevertheless shall, to the fullest extent permitted by law, indemnify Indemnitee for to the portion thereof fullest extent to which Indemnitee is entitledentitled to such indemnification.

Partial Indemnification. If the Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities actually and reasonably incurred by Indemnitee Litigation Costs or on Indemnitee’s behalf in the investigation, defense, appeal or settlement of any Proceeding, Losses but not, however, for the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion thereof of Litigation Costs or Losses to which the Indemnitee is entitled.

Partial Indemnification. If any Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for a any portion of Expenses incurred, or judgments, fines, penalties and amounts paid in settlement (if, and only if, such settlement is approved in advance by the Expenses and/or Liabilities actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf Company, which approval shall not be unreasonably withheld) in the investigation, defense, appeal or settlement of connection with any ProceedingClaim, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof of such expenses to which such Indemnitee is entitled.

Partial Indemnification. If Indemnitee is entitled to indemnification under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses and/or Liabilities actually and reasonably incurred by Indemnitee Expenses, judgments, penalties, fines, or on Indemnitee’s behalf amounts paid in the investigation, defense, appeal or settlement of any Proceedingsettlement, but not, however, for the total amount thereof, the Company shall nevertheless will hold harmless and indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.