Common use of Right to Indemnification Clause in Contracts

Right to Indemnification. In the event a covered person was or is made a party or is threatened to be made a party to or is involved in any proceeding, by reason of the fact that the Indemnitee is or was a director, officer, employee or agent of the Company (including any subsidiary or affiliate thereof or any constituent corporation or any of the foregoing absorbed in any merger) or is or was serving at the request of the Company (including such subsidiary, affiliate or constituent corporation) as a director, officer, employee or agent of another corporation, or of a partnership, joint venture, trust or other entity, including service with respect to employee benefit plans, such person shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law and the Company’s Bylaws, against all expenses, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, forfeitures, ERISA excise and other taxes and penalties, and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith. Such indemnification shall continue after the Indemnitee has ceased to serve in such capacity and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and other legal representatives; provided, however, that except for a proceeding pursuant to Section 7, the Company shall indemnify any such person in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board.

Right to Indemnification. In Subject to the event a covered limitations and conditions as provided in this Article V each person (for purposes of this Article V, the term “person” shall include only natural persons) who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action or other proceeding, whether civil, criminal, administrative, arbitrative or investigative, or any appeal in such a proceeding or any inquiry or investigation that could lead to such a proceeding (hereafter a “Proceeding”) , by reason of the fact that such Person, or a person of whom he or she is the Indemnitee legal representative, is or was a director, Manager or officer, employee or agent of the Company (including any subsidiary while such Manager or affiliate thereof or any constituent corporation or any of the foregoing absorbed in any merger) or officer is or was serving at the request of the Company (including such subsidiary, affiliate or constituent corporation) as a member, director, manager, officer, employee partner, venturer, proprietor, trustee, employee, agent or agent similar functionary of another foreign or domestic corporation, or of a partnershiplimited liability company, joint venture, trust partnership, trust, sole proprietorship, employee benefit plan or other entityenterprise, including service with respect to employee benefit plans, such person shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law law, as the same exists or may hereafter be amended against judgments, penalties (including excise and the Company’s Bylawssimilar taxes and punitive damages), against all expensesfines, liability settlements and loss reasonable expenses (including, without limitation, attorneys’ fees, judgments, fines, forfeitures, ERISA excise and other taxes and penalties, and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person Person in connection therewith. Such with such Proceeding and indemnification under this Article V shall continue after the Indemnitee as to a Person who has ceased to serve in such the capacity and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and other legal representatives; provided, however, that except for a proceeding pursuant to Section 7, the Company shall indemnify any which initially entitled such person to indemnity hereunder. It is expressly acknowledged that the indemnification provided in connection with a proceeding (this Article V could involve indemnification for negligence or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Boardunder theories of strict liability.

Right to Indemnification. In Subject to the event a covered person limitations and conditions provided in this Section 5 and in the Act, each Person (“Indemnified Person”) who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, by reason whether civil, criminal, administrative, arbitrative or investigative (“Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, because the Indemnified Person was or is a Member or an officer of the fact that Company or the Indemnitee Indemnified Person was or is the legal representative of or was a manager, director, officer, employee partner, venturer, proprietor, trustee, employee, agent or agent similar functionary of a Member or of an officer of the Company (including any subsidiary or affiliate thereof or any constituent corporation or any of the foregoing absorbed in any merger) or is or was serving at the request of the Company (including such subsidiaryCompany, affiliate or constituent corporation) as a director, officer, employee or agent of another corporation, or of a partnership, joint venture, trust or other entity, including service with respect to employee benefit plans, such person shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law against judgments, penalties (including excise and the Company’s Bylawssimilar taxes and punitive damages), against all expensesfines, liability settlements and loss reasonable costs and expenses (including, without limitation, attorneys’ fees, judgments, fines, forfeitures, ERISA excise and other taxes and penalties, and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith. Such indemnification shall continue after the Indemnitee has ceased to serve in such capacity and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and other legal representatives; provided, however, that except for a proceeding pursuant to Section 7, the Company shall indemnify any such person Indemnified Person in connection with such Proceeding, provided that the Indemnified Person acted in good faith and in a manner that the Indemnified Person reasonably believed to be in, or not opposed to, the best interest of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any action, suit or proceeding (by judgment, order, settlement, conviction, or part thereof) initiated by such person only if such proceeding (upon a plea of nolo contendere or part thereof) its equivalent, shall not, of itself, create a presumption that the Indemnified Person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal action or proceeding, that the Indemnified Person had reasonable cause to believe that his or her conduct was authorized by the Boardunlawful.

Right to Indemnification. In The Corporation shall indemnify and hold harmless, to the event a covered person was fullest extent permitted by applicable law as it presently exists or is made a party may hereafter be amended, the Covered Person against all liability and loss suffered, and expenses (including attorneys’ fees) actually and reasonably incurred, by such Covered Person in connection with any action, suit, claim, inquiry or is threatened to be made a party to or is involved in any proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Corporation) and whether formal or informal (a “Proceeding”) and by reason of the fact that he, or a person for whom he is the Indemnitee legal representative, is or was a director, officer, employee director or agent officer of the Company (including any subsidiary Corporation or, while a director or affiliate thereof or any constituent corporation or any officer of the foregoing absorbed in any merger) or Corporation, is or was serving at the request of the Company (including such subsidiary, affiliate or constituent corporation) Corporation as a director, officer, employee employee, trustee or agent of another corporation, corporation or of a partnership, joint venture, trust trust, nonprofit entity or other entity, including service with respect to employee benefit plans. Notwithstanding the preceding sentence, such person except as otherwise provided in Section 1.03, the Corporation shall be indemnified and held harmless by the Company required to the fullest extent permitted by applicable law and the Company’s Bylaws, against all expenses, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, forfeitures, ERISA excise and other taxes and penalties, and amounts paid indemnify or advance expenses to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith. Such indemnification shall continue after the Indemnitee has ceased to serve in such capacity and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and other legal representatives; provided, however, that except for a proceeding pursuant to Section 7, the Company shall indemnify any such person Covered Person in connection with a proceeding Proceeding (or part thereof) initiated commenced by such person Covered Person (and not by way of defense) only if the commencement of such proceeding Proceeding (or part thereof) by the Covered Person (i) was authorized in the specific case by the Board, or (ii) was brought to establish or enforce a right to indemnification under this Agreement, the Corporation’s Bylaws, the Corporation’s Articles of Incorporation, any other agreement, the Business Corporation Act of the Republic of the Xxxxxxxx Islands or otherwise.

Right to Indemnification. In Subject to the event a covered person limitations and conditions as provided herein and to the fullest extent permitted by applicable Laws, each Person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (hereinafter a “Proceeding’}, or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a Person of whom he or she is the Indemnitee legal representative, is or was a Member of the Company or Affiliate thereof or any of their respective representatives, an officer or employee of the Company or Affiliate or a director, officer, member or employee of the Managing Member, Parent or agent any Affiliate, a member of a committee of the Company (including any subsidiary or affiliate thereof or any constituent corporation or any an officer of the foregoing absorbed in any merger) Company, or while such a Person is or was serving at the request of the Managing Member on behalf of the Company (including such subsidiary, affiliate or constituent corporation) as a manager, director, officer, employee partner, venturer, member, trustee, Partnership Representative (or its designated individual), employee, agent or similar functionary of another foreign or domestic general partnership, corporation, or of a limited partnership, joint venture, trust limited liability company, trust, employee benefit plan or other entityenterprise (each an “Indemnitee”}, including service with respect to employee benefit plans, such person shall be indemnified and held harmless by the Company to the extent such Proceeding or other above-described process relates to any such above-described relationships with, status with respect to, or representation of any such Person to the fullest extent permitted by applicable law and the Company’s BylawsAct, as the same exists or may hereinafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said Laws permitted the Company to provide prior to such amendment), against all expensesjudgments, liability penalties (including excise and loss (including, without limitation, attorneys’ fees, judgmentssimilar taxes and punitive damages), fines, forfeitures, ERISA excise settlements and other taxes reasonable expenses (including attorneys’ and penaltiesexperts’ fees) actually incurred by such Person in connection with such Proceeding, and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith. Such indemnification under this Article VII shall continue after the Indemnitee as to a Person who has ceased to serve in the capacity which initially entitled such capacity Person to indemnity hereunder for any and all liabilities and damages related to and arising from such Person’s activities while acting in such capacity; provided however, that no Person shall inure be entitled to indemnification under this Section 7,1 if there has been a final and non- appealable judgment entered by a court of competent jurisdiction determining that, in respect of the benefit matter for which such Person is seeking indemnification pursuant to this Section 7,1 such Person’s actions or omissions constituted an intentional breach of this Agreement or gross negligence or willful misconduct on the part of such Person or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s heirs, executors, administrators and other legal representatives; provided, however, that except for a proceeding conduct was unlawful. Any indemnification pursuant to Section 7this Article VII shall be made only out of the assets of the Company, it being agreed that the Members shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification. The rights granted pursuant to this Article VII shall indemnify be deemed contract rights, and no amendment, modification or repeal of this Article VII shall have the effect of limiting or denying any such person rights with respect to actions taken or Proceedings arising prior to any such amendment, modification or repeal. An Indemnitee shall not be denied indemnification in connection whole or in part under this Section 7,1 because the Indemnitee had an interest in the transaction with a proceeding (or part thereof) initiated by such person only respect to which the indemnification applies if such proceeding (or part thereof) the transaction was authorized otherwise permitted by the Boardterms of this Agreement IT IS ACKNOWLEDGED THAT THE INDEMNIFICATION PROVIDED IN THIS SECTION 7.1 COULD INVOLVE INDEMNIFICATION FOR NEGLIGENCE OR UNDER THEORIES OF STRICT LIABILITY.

Right to Indemnification. In Subject to the event a covered person limitations and conditions as provided in this Section 17 each Person (for purposes of this Section 17, the term “Person” shall include only natural persons) who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action or other proceeding, whether civil, criminal, administrative, arbitrative or investigative, or any appeal in such a proceeding or any inquiry or investigation that could lead to such a proceeding (hereafter a “Proceeding”), by reason of the fact that such Person, or a person of whom he or she is the Indemnitee legal representative, is or was a directorManager or Officer, officer, employee or agent of the Company (including any subsidiary while such Manager or affiliate thereof or any constituent corporation or any of the foregoing absorbed in any merger) or Officer is or was serving at the request of the Company (including such subsidiary, affiliate or constituent corporation) as a member, director, manager, officer, employee partner, venturer, proprietor, trustee, employee, agent or agent similar functionary of another foreign or domestic corporation, or of a partnershiplimited liability company, joint venture, trust partnership, trust, sole proprietorship, employee benefit plan or other entityenterprise, including service with respect to employee benefit plans, such person shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law law, as the same exists or may hereafter be amended against judgments, penalties (including excise and the Company’s Bylawssimilar taxes and punitive damages), against all expensesfines, liability settlements and loss reasonable expenses (including, without limitation, attorneys’ fees, judgments, fines, forfeitures, ERISA excise and other taxes and penalties, and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person Person in connection therewith. Such with such Proceeding and indemnification under this Section 17 shall continue after the Indemnitee as to a Person who has ceased to serve in such the capacity and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and other legal representatives; provided, however, that except for a proceeding pursuant to Section 7, the Company shall indemnify any which initially entitled such person to indemnity hereunder. It is expressly acknowledged that the indemnification provided in connection with a proceeding (this Section 17 could involve indemnification of negligence or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Boardunder theories of strict liability.

Right to Indemnification. In Subject to the event a covered person limitations and conditions as provided in this Section 17 each Person (for purposes of this Section 17, the term “Person” shall include only natural persons) who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action or other proceeding, whether civil, criminal, administrative, arbitrative or investigative, or any appeal in such a proceeding or any inquiry or investigation that could lead to such a proceeding (hereafter a “Proceeding”), by reason of the fact that such Person, or a person of whom he or she is the Indemnitee legal representative, is or was a directorManager or Officer, officer, employee or agent of the Company (including any subsidiary while such Manager or affiliate thereof or any constituent corporation or any of the foregoing absorbed in any merger) or Officer is or was serving at the request of the Company (including such subsidiary, affiliate or constituent corporation) as a member, director, manager, officer, employee partner, venturer, proprietor, trustee, employee, agent or agent similar functionary of another foreign or domestic corporation, or of a partnershiplimited liability company, joint venture, trust partnership, trust, sole proprietorship, employee benefit plan or other entityenterprise, including service with respect to employee benefit plans, such person shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law law, as the same exists or may hereafter be amended against judgments, penalties (including excise and the Company’s Bylawssimilar taxes and punitive damages), against all expensesfines, liability settlements and loss reasonable expenses (including, without limitation, attorneys’ fees, judgments, fines, forfeitures, ERISA excise and other taxes and penalties, and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person Person in connection therewith. Such with such Proceeding and indemnification under this Section 17 shall continue after the Indemnitee as to a Person who has ceased to serve in the capacity which initially entitled such capacity and shall inure Person to indemnity hereunder. It is expressly acknowledged that the benefit indemnification provided in this Section 17 could involve indemnification of the Indemnitee’s heirs, executors, administrators and other legal representatives; provided, however, that except for a proceeding pursuant to Section 7, the Company shall indemnify any such person in connection with a proceeding (negligence or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Boardunder theories of strict liability.

Right to Indemnification. In The Corporation shall indemnify and hold harmless, to the event a covered person was fullest extent permitted by applicable law as it presently exists or is made a party may hereafter be amended, the Covered Person against all liability and loss suffered, and expenses (including attorneys’ fees) actually and reasonably incurred, by such Covered Person in connection with any action, suit, claim, inquiry or is threatened to be made a party to or is involved in any proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Corporation) and whether formal or informal (a “Proceeding”) and by reason of the fact that he, or a person for whom he is the Indemnitee legal representative, is or was a director, officer, employee director or agent officer of the Company (including any subsidiary Corporation or, while a director or affiliate thereof or any constituent corporation or any officer of the foregoing absorbed in any merger) or Corporation, is or was serving at the request of the Company (including such subsidiary, affiliate or constituent corporation) Corporation as a director, officer, employee employee, trustee or agent of another corporation, corporation or of a partnership, joint venture, trust trust, nonprofit entity or other entity, including service with respect to employee benefit plans. Notwithstanding the preceding sentence, such person except as otherwise provided in Section 1.03, the Corporation shall be indemnified and held harmless by the Company required to the fullest extent permitted by applicable law and the Company’s Bylaws, against all expenses, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, forfeitures, ERISA excise and other taxes and penalties, and amounts paid indemnify or advance expenses to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith. Such indemnification shall continue after the Indemnitee has ceased to serve in such capacity and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and other legal representatives; provided, however, that except for a proceeding pursuant to Section 7, the Company shall indemnify any such person Covered Person in connection with a proceeding Proceeding (or part thereof) initiated commenced by such person Covered Person (and not by way of defense) only if the commencement of such proceeding Proceeding (or part thereof) by the Covered Person (i) was authorized in the specific case by the Board, or (ii) was brought to establish or enforce a right to indemnification under this Agreement, the Corporation’s Bylaws, the Corporation’s Amended and Restated Articles of Incorporation, any other agreement, the Business Corporation Act of the Republic of the Xxxxxxxx Islands or otherwise.

Right to Indemnification. In Subject to the event a covered limitations and conditions as provided in this Article V each person (for purposes of this Article V, the term “person” shall include only natural persons) who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action or other proceeding, whether civil, criminal, administrative, arbitrative or investigative, or any appeal in such a proceeding or any inquiry or investigation that could lead to such a proceeding (hereafter a “Proceeding”), by reason of the fact that such Person, or a person of whom he or she is the Indemnitee legal representative, is or was a director, Manager or officer, employee or agent of the Company (including any subsidiary while such Manager or affiliate thereof or any constituent corporation or any of the foregoing absorbed in any merger) or officer is or was serving at the request of the Company (including such subsidiary, affiliate or constituent corporation) as a member, director, manager, officer, employee partner, venturer, proprietor, trustee, employee, agent or agent similar functionary of another foreign or domestic corporation, or of a partnershiplimited liability company, joint venture, trust partnership, trust, sole proprietorship, employee benefit plan or other entityenterprise, including service with respect to employee benefit plans, such person shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law law, as the same exists or may hereafter be amended against judgments, penalties (including excise and the Company’s Bylawssimilar taxes and punitive damages), against all expensesfines, liability settlements and loss reasonable expenses (including, without limitation, attorneys’ fees, judgments, fines, forfeitures, ERISA excise and other taxes and penalties, and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person Person in connection therewith. Such with such Proceeding and indemnification under this Article V shall continue after the Indemnitee as to a Person who has ceased to serve in such the capacity and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and other legal representatives; provided, however, that except for a proceeding pursuant to Section 7, the Company shall indemnify any which initially entitled such person to indemnity hereunder. It is expressly acknowledged that the indemnification provided in connection with a proceeding (this Article V could involve indemnification for negligence or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Boardunder theories of strict liability.

Right to Indemnification. In Subject to the event a covered person limitations and conditions as provided in this Section 17 each Person (for purposes of this Section 17, the term “Person” shall include only natural persons) who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action or other proceeding, whether civil, criminal, administrative, arbitrative or investigative, or any appeal in such a proceeding or any inquiry or investigation that could lead to such a proceeding (hereafter a “Proceeding”), by reason of the fact that such Person, or a Person of whom he or she is the Indemnitee legal representative, is or was a directorManager or Officer, officeror while such Manager or Officer, employee or agent of the Company (including any subsidiary while such Manager or affiliate thereof or any constituent corporation or any of the foregoing absorbed in any merger) or Officer is or was serving at the request of the Company (including such subsidiary, affiliate or constituent corporation) as a member, director, manager, officer, employee partner, venturer, proprietor, trustee, employee, agent or agent similar functionary of another foreign or domestic corporation, or of a partnershiplimited liability company, joint venture, trust partnership, trust, sole proprietorship, employee benefit plan or other entityenterprise, including service with respect to employee benefit plans, such person shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law law, as the same exists or may hereafter be amended against judgments, penalties (including excise and the Company’s Bylawssimilar taxes and punitive damages), against all expensesfines, liability settlements and loss reasonable expenses (including, without limitation, attorneys’ fees, judgments, fines, forfeitures, ERISA excise and other taxes and penalties, and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person Person in connection therewith. Such with such Proceeding and indemnification under this Section 17 shall continue after the Indemnitee as to a Person who has ceased to serve in the capacity which initially entitled such capacity and shall inure Person to indemnity hereunder. It is expressly acknowledged that the benefit indemnification provided in this Section 17 could involve indemnification of the Indemnitee’s heirs, executors, administrators and other legal representatives; provided, however, that except for a proceeding pursuant to Section 7, the Company shall indemnify any such person in connection with a proceeding (negligence or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Boardunder theories of strict liability.

Right to Indemnification. In Subject to the event a covered person limitations and conditions as provided in this Section 17 each Person (for purposes of this Section 17, the term “Person” shall include only natural persons) who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action or other proceeding, whether civil, criminal, administrative, arbitrative or investigative, or any appeal in such a proceeding or any inquiry or investigation that could lead to such a proceeding (hereafter a “Proceeding”), by reason of the fact that such Person, or a person of whom he or she is the Indemnitee legal representative, is or was a directorManager or Officer, officeror while such Manager or Officer, employee or agent of the Company (including any subsidiary or affiliate thereof or any constituent corporation or any of the foregoing absorbed in any merger) or is or was serving at the request of the Company (including such subsidiary, affiliate or constituent corporation) as a member, director, manager, officer, employee partner, venturer, proprietor, trustee, employee, agent or agent similar functionary of another foreign or domestic corporation, or of a partnershiplimited liability company, joint venture, trust partnership, trust, sole proprietorship, employee benefit plan or other entityenterprise, including service with respect to employee benefit plans, such person shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law law, as the same exists or may hereafter be amended against judgments, penalties (including excise and the Company’s Bylawssimilar taxes and punitive damages), against all expensesfines, liability settlements and loss reasonable expenses (including, without limitation, attorneys’ fees, judgments, fines, forfeitures, ERISA excise and other taxes and penalties, and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person Person in connection therewith. Such with such Proceeding and indemnification under this Section 17 shall continue after the Indemnitee as to a Person who has ceased to serve in such the capacity and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and other legal representatives; provided, however, that except for a proceeding pursuant to Section 7, the Company shall indemnify any which initially entitled such person to indemnity hereunder. It is expressly acknowledged that the indemnification provided in connection with a proceeding (this Section 17 could involve indemnification of negligence or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Boardunder theories of strict liability.

Right to Indemnification. In The Corporation, shall indemnify and hold harmless, to the event a covered person was fullest extent permitted by applicable law as it presently exists or is made a party may hereafter be amended, the Covered Person against all liability and loss suffered, and expenses (including attorneys’ fees) actually and reasonably incurred, by such Covered Person in connection with any action, suit, claim, inquiry or is threatened to be made a party to or is involved in any proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the Corporation) and whether formal or informal (a “Proceeding”) and by reason of the fact that he, or a person for whom he is the Indemnitee legal representative, is or was a director, officer, employee director or agent officer of the Company (including any subsidiary Corporation or affiliate thereof the Subsidiary or, while a director or any constituent corporation or any officer of the foregoing absorbed in any merger) Corporation or the Subsidiary, is or was serving at the request of the Company (including such subsidiary, affiliate Corporation or constituent corporation) the Subsidiary as a director, officer, employee employee, trustee or agent of another corporation, corporation or of a partnership, joint venture, trust trust, nonprofit entity or other entity, including service with respect to employee benefit plans. Notwithstanding the preceding sentence, such person except as otherwise provided in Section 1.03, the Corporation shall be indemnified and held harmless by the Company required to the fullest extent permitted by applicable law and the Company’s Bylaws, against all expenses, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, forfeitures, ERISA excise and other taxes and penalties, and amounts paid indemnify or advance expenses to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith. Such indemnification shall continue after the Indemnitee has ceased to serve in such capacity and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and other legal representatives; provided, however, that except for a proceeding pursuant to Section 7, the Company shall indemnify any such person Covered Person in connection with a proceeding Proceeding (or part thereof) initiated commenced by such person Covered Person (and not by way of defense) only if the commencement of such proceeding Proceeding (or part thereof) by the Covered Person (i) was authorized in the specific case by the Board, or (ii) was brought to establish or enforce a right to indemnification under this Agreement, the Corporation’s Bylaws, the Corporation’s Amended and Restated Articles of Incorporation, any other agreement, the Business Corporation Act of the Republic of the Xxxxxxxx Islands or otherwise.

Right to Indemnification. In Subject to the event a covered person limitations and conditions as provided in this Section 17 each Person (for purposes of this Section 17, the term “Person” shall include only natural persons) who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action or other proceeding, whether civil, criminal, administrative, arbitrative or investigative, or any appeal in such a proceeding or any inquiry or investigation that could lead to such a proceeding (hereafter a “Proceeding”), by reason of the fact that such Person, or a Person of whom he or she is the Indemnitee legal representative, is or was a directorManager or Officer, officer, employee or agent of the Company (including any subsidiary while such Manager or affiliate thereof or any constituent corporation or any of the foregoing absorbed in any merger) or Officer is or was serving at the request of the Company (including such subsidiary, affiliate or constituent corporation) as a member, director, manager, officer, employee partner, venturer, proprietor, trustee, employee, agent or agent similar functionary of another foreign or domestic corporation, or of a partnershiplimited liability company, joint venture, trust partnership, trust, sole proprietorship, employee benefit plan or other entityenterprise, including service with respect to employee benefit plans, such person shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law law, as the same exists or may hereafter be amended against judgments, penalties (including excise and the Company’s Bylawssimilar taxes and punitive damages), against all expensesfines, liability settlements and loss reasonable expenses (including, without limitation, attorneys’ fees, judgments, fines, forfeitures, ERISA excise and other taxes and penalties, and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person Person in connection therewith. Such with such Proceeding and indemnification under this Section 17 shall continue after the Indemnitee as to a Person who has ceased to serve in such the capacity and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and other legal representatives; provided, however, that except for a proceeding pursuant to Section 7, the Company shall indemnify any which initially entitled such person to indemnity hereunder. It is expressly acknowledged that the indemnification provided in connection with a proceeding (this Section 17 could involve indemnification of negligence or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Boardunder theories of strict liability.

Right to Indemnification. In Subject to the event a covered person limitations and conditions as provided in this Section 17 each Person (for purposes of this Section 17, the term “Person” shall include only natural persons) who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action or other proceeding, whether civil, criminal, administrative, arbitrative or investigative, or any appeal in such a proceeding or any inquiry or investigation that could lead to such a proceeding (hereafter a “Proceeding”) , by reason of the fact that such Person, or a person of whom he or she is the Indemnitee legal representative, is or was a directorManager or Officer, officer, employee or agent of the Company (including any subsidiary while such Manager or affiliate thereof or any constituent corporation or any of the foregoing absorbed in any merger) or Officer is or was serving at the request of the Company (including such subsidiary, affiliate or constituent corporation) as a member, director, manager, officer, employee partner, venturer, proprietor, trustee, employee, agent or agent similar functionary of another foreign or domestic corporation, or of a partnershiplimited liability company, joint venture, trust partnership, trust, sole proprietorship, employee benefit plan or other entityenterprise, including service with respect to employee benefit plans, such person shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law law, as the same exists or may hereafter be amended against judgments, penalties (including excise and the Company’s Bylawssimilar taxes and punitive damages), against all expensesfines, liability settlements and loss reasonable expenses (including, without limitation, attorneys’ fees, judgments, fines, forfeitures, ERISA excise and other taxes and penalties, and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person Person in connection therewith. Such with such Proceeding and indemnification under this Section 17 shall continue after the Indemnitee as to a Person who has ceased to serve in such the capacity and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and other legal representatives; provided, however, that except for a proceeding pursuant to Section 7, the Company shall indemnify any which initially entitled such person to indemnity hereunder. It is expressly acknowledged that the indemnification provided in connection with a proceeding (this Section 17 could involve indemnification for negligence or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Boardunder theories of strict liability.

Right to Indemnification. In Subject to the event a covered person limitations and conditions as provided in this Section 17 each Person (for purposes of this Section 17, the term “Person” shall include only natural persons) who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action or other proceeding, whether civil, criminal, administrative, arbitrative or investigative, or any appeal in such a proceeding or any inquiry or investigation that could lead to such a proceeding (hereafter a “Proceeding”), by reason of the fact that such Person, or a person of whom he or she is the Indemnitee legal representative, is or was a directorManager or Officer, officer, employee or agent of the Company (including any subsidiary while such Manager or affiliate thereof or any constituent corporation or any of the foregoing absorbed in any merger) or Officer is or was serving at the request of the Company (including such subsidiary, affiliate or constituent corporation) as a member, director, manager, officer, employee partner, venturer, proprietor, trustee, employee, agent or agent similar functionary of another foreign or domestic corporation, or of a partnershiplimited liability company, joint venture, trust partnership, trust, sole proprietorship, employee benefit plan or other entityenterprise, including service with respect to employee benefit plans, such person shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law law, as the same exists or may hereafter be amended against judgments, penalties (including excise and the Company’s Bylawssimilar taxes and punitive damages), against all expensesfines, liability settlements and loss reasonable expenses (including, without limitation, attorneys’ fees, judgments, fines, forfeitures, ERISA excise and other taxes and penalties, and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person Person in connection therewith. Such with such Proceeding and indemnification under this Section 17 shall continue after the Indemnitee as to a Person who has ceased to serve in such the capacity and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and other legal representatives; provided, however, that except for a proceeding pursuant to Section 7, the Company shall indemnify any which initially entitled such person to indemnity hereunder. It is expressly acknowledged that the indemnification provided in connection with a proceeding (this Section 17 could involve indemnification for negligence or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Boardunder theories of strict liability.

Right to Indemnification. In Subject to the event a covered person limitations and conditions as provided in this Section 17 each Person (for purposes of this Section 17, the term “Person” shall include only natural persons) who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action or other proceeding, whether civil, criminal, administrative, arbitrative or investigative, or any appeal in such a proceeding or any inquiry or investigation that could lead to such a proceeding (hereafter a “Proceeding”), by reason of the fact that such Person, or a person of whom he or she is the Indemnitee legal representative, is or was a directorManager or Officer, officer, employee or agent of the Company (including any subsidiary while such Manger or affiliate thereof or any constituent corporation or any of the foregoing absorbed in any merger) or Officer is or was serving at the request of the Company (including such subsidiary, affiliate or constituent corporation) as a member, director, manager, officer, employee partner, venturer, proprietor, trustee, employee, agent or agent similar functionary of another foreign or domestic corporation, or of a partnershiplimited liability company, joint venture, trust partnership, trust, sole proprietorship, employee benefit plan or other entityenterprise, including service with respect to employee benefit plans, such person shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law law, as the same exists or may hereafter be amended against judgments, penalties (including excise and the Company’s Bylawssimilar taxes and punitive damages), against all expensesfines, liability settlements and loss reasonable expenses (including, without limitation, attorneys’ fees, judgments, fines, forfeitures, ERISA excise and other taxes and penalties, and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person Person in connection therewith. Such with such Proceeding and indemnification under this Section 17 shall continue after the Indemnitee as to a Person who has ceased to serve in such the capacity and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and other legal representatives; provided, however, that except for a proceeding pursuant to Section 7, the Company shall indemnify any which initially entitled such person to indemnity hereunder. It is expressly acknowledged that the indemnification provided in connection with a proceeding (this Section 17 could involve indemnification of negligence or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Boardunder theories of strict liability.

Right to Indemnification. In Subject to the event a covered limitations and conditions as provided in this Article V each person (for purposes of this Article V, the term “person” shall include only natural persons) who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action or other proceeding, whether civil, criminal, administrative, arbitrative or investigative, or any appeal in such a proceeding or any inquiry or investigation that could lead to such a proceeding (hereafter a “Proceeding”), by reason of the fact that such person, or a person of whom he or she is the Indemnitee legal representative, is or was a director, Manager or officer, employee or agent of the Company (including any subsidiary while such Manager or affiliate thereof or any constituent corporation or any of the foregoing absorbed in any merger) or officer is or was serving at the request of the Company (including such subsidiary, affiliate or constituent corporation) as a member, director, manager, officer, employee partner, venturer, proprietor, trustee, employee, agent or agent similar functionary of another foreign or domestic corporation, or of a partnershiplimited liability company, joint venture, trust partnership, trust, sole proprietorship, employee benefit plan or other entityenterprise, including service with respect to employee benefit plans, such person shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law law, as the same exists or may hereafter be amended against judgments, penalties (including excise and the Company’s Bylawssimilar taxes and punitive damages), against all expensesfines, liability settlements and loss reasonable expenses (including, without limitation, attorneys’ fees, judgments, fines, forfeitures, ERISA excise and other taxes and penalties, and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith. Such with such Proceeding and indemnification under this Article V shall continue after the Indemnitee as to a person who has ceased to serve in such the capacity and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and other legal representatives; provided, however, that except for a proceeding pursuant to Section 7, the Company shall indemnify any which initially entitled such person to indemnity hereunder. It is expressly acknowledged that the indemnification provided in connection with a proceeding (this Article V could involve indemnification for negligence or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Boardunder theories of strict liability.

Right to Indemnification. In (a) The corporation shall indemnify and hold harmless, to the event fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a covered person “Covered Person”) who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he or she, or a person for whom he or she is the Indemnitee legal representative, is or was a director, officer, employee director or agent officer of the Company (including any subsidiary corporation or, while a director or affiliate thereof or any constituent corporation or any officer of the foregoing absorbed in any merger) or corporation, is or was serving at the request of the Company (including such subsidiary, affiliate or constituent corporation) corporation as a director, officer, employee or agent of another corporation, corporation or of a partnership, joint venture, trust trust, enterprise or other nonprofit entity, including service with respect to employee benefit plans, such person shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law and the Company’s Bylaws, against all expenses, liability and loss suffered and expenses (including, without limitation, including attorneys’ fees, judgments, fines, forfeitures, ERISA excise and other taxes and penalties, and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith. Such indemnification shall continue after the Indemnitee has ceased to serve in such capacity and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and other legal representativesCovered Person; provided, however, that except for a proceeding pursuant no indemnification shall be provided to Section 7, the Company shall indemnify any such person if a judgment or other final adjudication adverse to the director or officer and from which there is no further right to appeal establishes (i) his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or (ii) he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. Notwithstanding the preceding sentence, except as otherwise provided in Section 3 of this Article, the corporation shall be required to indemnify a Covered Person in connection with a proceeding (or part thereof) initiated commenced by such person Covered Person only if the commencement of such proceeding (or part thereof) by the Covered Person was authorized in the specific case by the BoardBoard of Directors of the corporation.

Right to Indemnification. In Subject to the event a covered person limitations and conditions as provided in this Article XII each Person (for purposes of this Article XII, the term “Person” shall include only natural persons) who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action or other proceeding, whether civil, criminal, administrative, arbitrative or investigative, or any appeal in such a proceeding or any inquiry or investigation that could lead to such a proceeding (hereafter a “Proceeding”) , by reason of the fact that such Person, or a Person of whom he or she is the Indemnitee legal representative, is or was a directorManager or Officer, officer, employee or agent of the Company (including any subsidiary while such Manager or affiliate thereof or any constituent corporation or any of the foregoing absorbed in any merger) or Officer is or was serving at the request of the Company (including such subsidiary, affiliate or constituent corporation) as a member, director, manager, officer, employee partner, venturer, proprietor, trustee, employee, agent or agent similar functionary of another foreign or domestic corporation, or of a partnershiplimited liability company, joint venture, trust partnership, trust, sole proprietorship, employee benefit plan or other entityenterprise, including service with respect to employee benefit plans, such person shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law law, as the same exists or may hereafter be amended against judgments, penalties (including excise and the Company’s Bylawssimilar taxes and punitive damages), against all expensesfines, liability settlements and loss reasonable expenses (including, without limitation, attorneys’ ' fees, judgments, fines, forfeitures, ERISA excise and other taxes and penalties, and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person Person in connection therewith. Such with such Proceeding and indemnification under this Article XII shall continue after the Indemnitee as to a Person who has ceased to serve in the capacity which initially entitled such capacity and shall inure Person to indemnity hereunder. It is expressly acknowledged that the benefit indemnification provided in this Article XII could involve indemnification for negligence or under theories of the Indemnitee’s heirs, executors, administrators and other legal representatives; provided, however, that except for a proceeding pursuant to Section 7, the Company shall indemnify any such person in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Boardstrict liability.

Right to Indemnification. In Subject to the event a covered limitations and conditions as provided in this Article V, each person (for purposes of this Article V, the term “person” shall include only natural persons) who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action or other proceeding, whether civil, criminal, administrative, arbitrative or investigative, or any appeal in such a proceeding or any inquiry or investigation that could lead to such a proceeding (hereafter a “Proceeding”), by reason of the fact that such person, or a person of whom he or she is the Indemnitee legal representative, is or was a director, Manager or officer, employee or agent of the Company (including any subsidiary while such Manager or affiliate thereof or any constituent corporation or any of the foregoing absorbed in any merger) or officer is or was serving at the request of the Company (including such subsidiary, affiliate or constituent corporation) as a member, director, manager, officer, employee partner, venturer, proprietor, trustee, employee, agent or agent similar functionary of another foreign or domestic corporation, or of a partnershiplimited liability company, joint venture, trust partnership, trust, sole proprietorship, employee benefit plan or other entityenterprise, including service with respect to employee benefit plans, such person shall be indemnified and held harmless by the Company to the fullest extent permitted by applicable law law, as the same exists or may hereafter be amended against judgments, penalties (including excise and the Company’s Bylawssimilar taxes and punitive damages), against all expensesfines, liability settlements and loss reasonable expenses (including, without limitation, attorneys’ fees, judgments, fines, forfeitures, ERISA excise and other taxes and penalties, and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith. Such with such Proceeding and indemnification under this Article V shall continue after the Indemnitee as to a person who has ceased to serve in such the capacity and shall inure to the benefit of the Indemnitee’s heirs, executors, administrators and other legal representatives; provided, however, that except for a proceeding pursuant to Section 7, the Company shall indemnify any which initially entitled such person to indemnity hereunder. It is expressly acknowledged that the indemnification provided in connection with a proceeding (this Article V could involve indemnification for negligence or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Boardunder theories of strict liability.