Common use of Partial Indemnification Clause in Contracts

Partial Indemnification. If the Indemnitee is entitled under any ----------------------- provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, but not entitled, however, to indemnification for all of the total amount hereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof to which the Indemnitee is not 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 any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, or penalties and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, proceeding but is not entitled, however, to indemnification for all of the total amount hereofthereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not 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 any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, or penalties and amounts paid in settlement) incurred by him or her in the investigation, defense, settlement or appeal of a proceeding, proceeding but is not entitled, however, to indemnification for all of the total amount hereofthereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not 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 any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, or penalties and amounts paid in settlement) incurred by him in the investigation, defense, settlement settlement, or appeal of a proceeding, proceeding but is not entitled, however, to indemnification for all of the total amount hereofthereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not 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 any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA BRISA excise taxes and penalties, or penalties and amounts paid in settlement) incurred by him or her in the investigation, defense, settlement or appeal of a proceeding, proceeding but is not entitled, however, to indemnification for all of the total amount hereofthereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not 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 any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) incurred by him the Indemnitee in the investigation, defense, settlement or appeal of a proceeding, but not entitled, however, to indemnification for all of the total amount hereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof to which the Indemnitee is not 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 any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, proceeding but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not 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 any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, proceeding but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitledentitled to the 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 any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not 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 any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) incurred by him or her in the investigation, defense, settlement or appeal of a proceeding, but not entitled, however, to indemnification for all of the total amount hereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof to which the Indemnitee is not 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 any expenses Expenses, liabilities or liabilities losses of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) actually and reasonably incurred by him the Indemnitee in connection with the investigation, defense, settlement or appeal of a proceeding, Proceeding but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the that portion hereof thereof to which the Indemnitee is not 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 any expenses Expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penaltiespenalties or, and subject to Section 10(d) hereof, amounts paid in settlement) actually and reasonably incurred by him in the investigation, defense, settlement or appeal of a proceeding, Proceeding but is not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not 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 any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, or penalties and amounts paid in settlement) incurred by him Indemnitee in the investigation, defense, settlement or appeal of a proceeding, proceeding or in being a witness in a proceeding but is not entitled, however, to indemnification for all of the total amount hereofthereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not 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 any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him or her in the investigation, defense, settlement settlement, or appeal of a proceeding, proceeding but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not 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 any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him the Indemnitee in the investigation, defense, settlement settlement, or appeal of a proceeding, proceeding but is not entitled, however, to indemnification for all of the total amount hereofthereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not 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 any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) incurred by him Indemnitee in the investigation, defense, settlement or appeal of a proceeding, but not entitled, however, to indemnification for all of the total amount hereofsuch expenses or liabilities, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to of expenses or liabilities less the portion hereof thereof to which the Indemnitee is not 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 any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him him/her in the investigation, defense, settlement or appeal of a proceeding, proceeding but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not 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 any expenses Expenses, liability or liabilities of any type whatsoever (including, but not limited toloss, judgments, fines, ERISA excise taxes and penalties, and amounts paid or to be paid in settlement) incurred by him in , any interest, assessments, or other charges imposed thereon, or any federal, state, local, or foreign taxes imposed as a result of the investigation, defense, settlement actual or appeal deemed receipt of a proceedingany payments under this Agreement, but not entitlednot, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee indemnitee is entitled under any ----------------------- provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgmentsto judgements, fines, ERISA excise taxes and penalties, and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee indemnitee is not 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 any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, or penalties and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, proceeding but is not entitled, however, to indemnification for all of the total amount hereofthereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not 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 any expenses expense or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA ERISA, excise taxes and or penalties, and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, proceeding but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitledentitled to the 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 any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, proceeding but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitledentitled to the 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 any expenses Expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him or her in the investigation, defense, settlement or appeal of a proceeding, Proceeding but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not 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 any expenses Expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, or penalties and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, Proceeding but is not entitled, however, to indemnification for all of the total amount hereofthereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not 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 any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, fines ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, proceeding but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not 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 any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, or penalties and amounts paid in settlement) incurred by him the Indemnitee in the investigation, defense, settlement settlement, or appeal of a proceeding, proceeding but is not entitled, however, to indemnification for all of the total amount hereofthereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitledentitled to indemnification.

Partial Indemnification. If the Indemnitee a covered person is entitled under any ----------------------- provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, forfeitures, attorneys' fees, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him the Indemnitee in the investigation, defense, settlement or appeal of a proceeding, proceeding but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee such person for such total amount except as to the portion hereof thereof to which the Indemnitee is not 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 any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, proceeding but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not 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 any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him the Indemnitee in the investigation, defense, settlement or appeal of a proceeding, proceeding but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitled.

Partial Indemnification. If the an Indemnitee is entitled under any ----------------------- provision of this Agreement or otherwise to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgmentsjudgements, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him such Indemnitee in the investigation, defense, settlement defense or appeal of a proceeding, proceeding but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not 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 any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA BRISA excise taxes and penalties, or penalties and amounts paid in settlement) incurred by him Indemnitee in the investigation, defense, settlement or appeal of a proceeding, proceeding but is not entitled, however, to indemnification for all of the total amount hereofthereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not 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 any expenses Expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penaltiespenalties or, and subject to Section 10(d) hereof, amounts paid in settlement) actually and reasonably incurred by him Indemnitee in the investigation, defense, settlement or appeal of a proceeding, Proceeding but is not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not 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 any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) incurred by him him/her in the investigation, defense, settlement or appeal of a proceeding, but not entitled, however, to indemnification for all of the total amount hereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof to which the Indemnitee is not entitled.

Partial Indemnification. If Notwithstanding and without limiting ----------------------- any other provisions of this Agreement, if the Indemnitee is entitled under any ----------------------- provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes fines or penalties) actually and penalties, and amounts paid in settlement) reasonably incurred by him in the investigation, defense, settlement or appeal of a proceeding, proceeding but is not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitledentitled to the fullest extent permitted by law, subject to the provisions 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 any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, or penalties and amounts paid in settlement) incurred by him [him][her] in the investigation, defense, settlement or appeal of a proceeding, proceeding but is not entitled, however, to indemnification for all of the total amount hereofthereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not 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 any expenses Expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceedingProceeding, but not entitled, however, to indemnification for all of the total amount hereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof to which the Indemnitee is not 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 any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him or her in the investigation, defense, settlement or appeal of a proceeding, but is not entitled, however, entitled to indemnification for all of the total amount hereofthereof, the then Company shall nevertheless indemnify the Indemnitee for such portion of the total amount except to which Indemnitee is entitled, but not as to the portion hereof thereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee a covered person is entitled under any ----------------------- provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, forfeitures, attorneys’ fees, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him the Indemnitee in the investigation, defense, settlement or appeal of a proceeding, proceeding but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee such person for such total amount except as to the portion hereof thereof to which the Indemnitee is not 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 any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) incurred by him Indemnitee in the investigation, defense, settlement or appeal of a proceeding, but not entitled, however, to indemnification for all of the total amount hereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof to which the Indemnitee is not 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 any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) incurred by him Indemnitee in the investigation, defense, settlement or appeal of a proceeding, but not entitled, however, to indemnification for all of the total amount hereofsuch expenses or liabilities, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to of expenses or liabilities less the portion hereof thereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any ----------------------- provision of provisionof this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, or penalties and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, proceeding but is not entitled, however, to indemnification for all of the total amount hereofthereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitledentitled to indemnification.

Partial Indemnification. If Notwithstanding and without limiting ----------------------- any other provisions of this Agreement, if the Indemnitee is entitled under any ----------------------- provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes fines or penalties) actually and penalties, and amounts paid in settlement) reasonably incurred by him in the investigation, defense, settlement or appeal of a proceeding, proceeding but is not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as Indemnitee, to the fullest extent permitted by law, for the portion hereof thereof to which the Indemnitee is not 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 any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA ERISA, excise taxes and penalties, and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, but not entitled, however, to indemnification for all of the total amount hereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee a covered person is entitled under any ----------------------- provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, forfeitures, attorneys' fees, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him the Indemnitee in the investigation, defense, settlement or appeal of a proceeding, but is not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee such person for such total amount except as to the portion hereof thereof to which the Indemnitee is not 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 any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, proceeding but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company Corporation shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not 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 any expenses expense or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, proceeding but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not 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 any expenses Expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, proceeding but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitledentitled under this Agreement or applicable law.

Partial Indemnification. If if the Indemnitee lndemnitee is entitled under any ----------------------- provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him or her in the investigation, defense, settlement or appeal of a proceeding, proceeding but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not 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 any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him in connection with a proceeding (including, without limitation, the investigation, defense, settlement or appeal of a proceeding, ) but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not 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 any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, or penalties and amounts paid in settlement) incurred by him or her in the investigation, defense, settlement or appeal of a proceeding, Proceeding but is not entitled, however, to indemnification for all of the total amount hereofthereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not 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 any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him or her in the investigation, defense, settlement or appeal of a proceeding, proceeding but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not 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 any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, but not entitled, however, to indemnification for all of the total amount hereofthereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not 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 any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) incurred by him the Indemnitee in the investigation, defense, settlement or appeal of a proceedingProceeding, but not entitled, however, to indemnification for all of the total amount hereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof to which the Indemnitee is not 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 any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA ERISA, excise taxes and penalties, and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, but not entitled, however, to indemnification for all of the total amount hereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof to which the Indemnitee is not 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 any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and or penalties, and amounts paid in settlement) incurred by him the Indemnitee in the investigation, defense, settlement settlement, or appeal of a proceeding, proceeding but is not entitled, however, to indemnification for all of the total amount hereofthereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount amount, except as to the portion hereof thereof to which the Indemnitee is not 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 any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, or penalties and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, proceeding but is not entitled, however, to indemnification for all of the total amount hereofthereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitled.entitled to indemnification. Hiway Technologies, Inc. Indemnity 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 any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, or penalties and amounts paid in settlement) incurred by him [him][her] in the investigation, defense, settlement or appeal of a proceeding, proceeding but is not entitled, however, to indemnification for all of the total amount hereofthereof, then the Company shall nevertheless indemnify indemnity the Indemnitee for such total amount except as to the portion hereof thereof to which the Indemnitee is not entitledentitled to indemnification.