Common use of Company Indemnity Clause in Contracts

Company Indemnity. If Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he is or was a director, officer or employee of the Company or any Affiliate or was serving at the request of the Company or any Affiliate as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is Executive’s alleged action in an official capacity while serving as a director, officer, member, employee or agent, then the Company will indemnify Executive and hold Executive harmless to the fullest extent legally permitted or authorized by the Company’s articles of incorporation, certificate of incorporation or bylaws or resolutions of the Company’s Board to the extent not inconsistent with state laws, against all costs, expense, liability and loss (including, without limitation, attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by Executive in connection therewith, except to the extent attributable to Executive’s gross negligence or fraud, and such indemnification shall continue as to Executive even if he has ceased to be a director, member, officer, employee or agent of the Company or Affiliate and shall inure to the benefit of Executive’s heirs, executors and administrators. The Company will advance to Executive all reasonable costs and expenses to be incurred by Executive in connection with a Proceeding within 20 days after receipt by the Company of a written request for such advance. Such request shall include an undertaking by Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. The provisions of this section shall not be deemed exclusive of any other rights of indemnification to which Executive may be entitled or which may be granted to Executive and shall be in addition to any rights of indemnification to which he may be entitled under any policy of insurance.

Company Indemnity. If The Company agrees that if Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “"Proceeding”"), by reason of the fact that he is or was a director, officer or employee of the Company or any Affiliate Subsidiary or is or was serving at the request of the Company or any Affiliate Subsidiary as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is Executive’s 's alleged action in an official capacity while serving as a director, officer, member, employee or agent, then Executive shall be indemnified and held harmless by the Company will indemnify Executive and hold Executive harmless to the fullest extent legally permitted or authorized by the Company’s articles of incorporation, 's certificate of incorporation or bylaws or resolutions of the Company’s 's Board to or, if greater, by the extent not inconsistent with state laws, laws of the State of Delaware against all costscost, expense, liability and loss (including, without limitation, attorney’s 's fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by Executive in connection therewith, except to the extent attributable to Executive’s gross negligence or fraud, and such indemnification shall continue as to Executive even if he has ceased to be a director, member, officer, employee or agent of the Company or Affiliate other entity and shall inure to the benefit of Executive’s 's heirs, executors and administrators. The Company will shall advance to Executive all reasonable costs and expenses to be incurred by Executive him in connection with a Proceeding within 20 days after receipt by the Company of a written request for such advance. Such request shall include an undertaking by Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. The provisions of this section Section 17(a) shall not be deemed exclusive of any other rights of indemnification to which Executive may be entitled or which may be granted to Executive him, and it shall be in addition to any rights of indemnification to which he may be entitled under any policy of insurance.

Company Indemnity. If The Company agrees that if Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he is or was a director, officer or employee of the Company or any Affiliate Subsidiary or is or was serving at the request of the Company or any Affiliate Subsidiary as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is Executive’s alleged action in an official capacity while serving as a director, officer, member, employee or agent, then Executive shall be indemnified and held harmless by the Company will indemnify Executive and hold Executive harmless to the fullest extent legally permitted or authorized by the Company’s articles of incorporation, certificate of incorporation or bylaws or resolutions of the Company’s Board to or, if greater, by the extent not inconsistent with state laws, laws of the State of Louisiana against all costscost, expense, liability and loss (including, without limitation, attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by Executive in connection therewith, except to the extent attributable to Executive’s gross negligence provided Executive provides Company with prompt notice of such action or fraud, and such threatened action. Such indemnification shall continue as to Executive even if he has ceased to be a director, member, officer, employee or agent of the Company or Affiliate other entity and shall inure to the benefit of Executive’s heirs, executors and administrators. The Company will shall advance to Executive all reasonable costs and expenses to be incurred by Executive him in connection with a Proceeding within 20 days after receipt by the Company of a written request for such advance. Such request shall include an undertaking by Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. The provisions of this section Section 15(a) shall not be deemed exclusive of any other rights of indemnification to which Executive may be entitled or which may be granted to Executive him, and it shall be in addition to any rights of indemnification to which he may be entitled under any policy of insurance.

Company Indemnity. If The Company agrees that if the Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he is or was a director, officer or employee of the Company or any Affiliate Subsidiary or is or was serving at the request of the Company or any Affiliate Subsidiary as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is the Executive’s alleged action in an official capacity while serving as a director, officer, member, employee or agent, then the Executive shall be indemnified and held harmless by the Company will indemnify Executive and hold Executive harmless to the fullest extent legally permitted or authorized by the Company’s articles of incorporation, certificate of incorporation or bylaws or resolutions of the Company’s Board to or, if greater, by the extent not inconsistent with state laws, laws of the State of New York against all costscost, expense, liability and loss (including, without limitation, attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Executive in connection therewith, except to the extent attributable to Executive’s gross negligence or fraud, and such indemnification shall continue as to the Executive even if he has ceased to be a director, member, officer, employee or agent of the Company or Affiliate other entity and shall inure to the benefit of the Executive’s heirs, executors and administrators. The Company will shall advance to the Executive all reasonable costs and expenses to be incurred by Executive him in connection with a Proceeding within 20 days after receipt by the Company of a written request for such advance, together with such documentation as may be reasonably requested by the Company. Such request shall include an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. The provisions of this section Section 15(a) shall not be deemed exclusive of any other rights of indemnification to which the Executive may be entitled or which may be granted to Executive him, and it shall be in addition to any rights of indemnification to which he may be entitled under any policy of insurance.

Company Indemnity. If The Company agrees that if the Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “"Proceeding”"), by reason of the fact that he is or was a director, officer or employee of the Company or any Affiliate Subsidiary or is or was serving at the request of the Company or any Affiliate Subsidiary as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is the Executive’s 's alleged action in an official capacity while serving as a director, officer, member, employee or agent, then the Executive shall be indemnified and held harmless by the Company will indemnify Executive and hold Executive harmless to the fullest extent legally permitted or authorized by the Company’s articles of incorporation, 's certificate of incorporation or bylaws or resolutions of the Company’s 's Board to of Directors or, if greater, by the extent not inconsistent with state lawslaws of the State of Delaware, against all costscost, expense, liability and loss (including, without limitation, attorney’s 's fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Executive in connection therewith, except to the extent attributable to Executive’s gross negligence or fraud, and such indemnification shall continue as to the Executive even if he has ceased to be a director, member, officer, employee or agent of the Company or Affiliate other entity and shall inure to the benefit of the Executive’s 's heirs, executors and administrators. The Company will shall advance to the Executive all reasonable costs and expenses to be incurred by Executive him in connection with a Proceeding within 20 days after receipt by the Company of a written request for such advance. Such request shall include an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. The provisions of this section shall not be deemed exclusive of any other rights of indemnification to which Executive may be entitled or which may be granted to Executive and shall be in addition to any rights of indemnification to which he may be entitled under any policy of insurance.

Company Indemnity. If The Company agrees that if the Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he is or was a director, officer or employee of the Company or any Affiliate Subsidiary or is or was serving at the request of the Company or any Affiliate Subsidiary as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is the Executive’s alleged action in an official capacity while serving as a director, officer, member, employee or agent, then the Executive shall be indemnified and held harmless by the Company will indemnify Executive and hold Executive harmless to the fullest extent legally permitted or authorized by the Company’s articles of incorporation, certificate of incorporation or bylaws or resolutions of the Company’s Board to or, if greater, by the extent not inconsistent with state laws, laws of the State of Delaware against all costscost, expense, liability and loss (including, without limitation, attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Executive in connection therewith, except to the extent attributable to Executive’s gross negligence or fraud, and such indemnification shall continue as to the Executive even if he has ceased to be a director, member, officer, employee or agent of the Company or Affiliate other entity and shall inure to the benefit of the Executive’s heirs, executors and administrators. The Company will shall advance to the Executive all reasonable costs and expenses to be incurred by Executive him in connection with a Proceeding within 20 days after receipt by the Company of a written request for such advance. Such request shall include an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. The provisions of this section Section 16(a) shall not be deemed exclusive of any other rights of indemnification to which the Executive may be entitled or which may be granted to Executive him, and it shall be in addition to any rights of indemnification to which he may be entitled under any policy of insurance.

Company Indemnity. If Company agrees that if Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “"Proceeding”"), by reason of the fact that he is or was a director, officer or employee of the Company or any Affiliate Subsidiary or is or was serving at the request of the Company or any Affiliate Subsidiary as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is Executive’s alleged action in an official capacity while serving as a director, officer, member, employee or agent, then the Executive shall be indemnified and held harmless by Company will indemnify Executive and hold Executive harmless to the fullest extent legally permitted or authorized by the Company’s articles of incorporation, 's certificate of incorporation or bylaws or resolutions of the Company’s 's Board to the extent not inconsistent with state laws, against all costscost, expense, liability and loss (including, without limitation, attorney’s 's fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by Executive in connection therewith, except to the extent attributable to Executive’s gross negligence or fraud, and such indemnification shall continue as to Executive even if he has ceased to be a director, member, officer, employee or agent of the Company or Affiliate other entity and shall inure to the benefit of Executive’s 's heirs, executors and administrators; provided, however, that Executive shall not be entitled to any indemnification hereunder in the event that any court having jurisdiction over this matter determines that Executive's conduct was illegal, malicious, fraudulent, or resulted from gross negligence. The Company will shall advance to Executive all reasonable costs and expenses to be incurred by Executive him in connection with a Proceeding within 20 twenty (20) days after receipt by the Company of a written request for such advance. Such request shall include an undertaking by Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. The provisions of this section Paragraph 10(a) shall not be deemed exclusive of any other rights of indemnification to which Executive may be entitled or which may be granted to Executive him, and it shall be in addition to any rights of indemnification to which he may be entitled under any policy of insurance.

Company Indemnity. If The Company agrees that if Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “"Proceeding”"), by reason of the fact that he is or was a director, officer or employee of the Company or any Affiliate Subsidiary or is or was serving at the request of the Company or any Affiliate Subsidiary as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is Executive’s 's alleged action in an official capacity while serving as a director, officer, member, employee or agent, then Executive shall be indemnified and held harmless by the Company will indemnify Executive and hold Executive harmless to the fullest extent legally permitted or authorized by the Company’s articles of incorporation, 's certificate of incorporation or bylaws or resolutions of the Company’s 's Board to or, if greater, by the extent not inconsistent with state laws, laws of the State of Delaware against all costscost, expense, liability and loss (including, without limitation, attorney’s 's fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by Executive in connection therewith, except to the extent attributable to Executive’s gross negligence or fraud, and such indemnification shall continue as to Executive even if he has ceased to be a director, member, officer, employee or agent of the Company or Affiliate other entity and shall inure to the benefit of Executive’s 's heirs, executors and administrators. The Company will shall advance to Executive all reasonable costs and expenses to be incurred by Executive him in connection with a Proceeding within 20 days after receipt by the Company of a written request for such advance. Such request shall include an undertaking by Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. The provisions of this section Section 18(a) shall not be deemed exclusive of any other rights of indemnification to which Executive may be entitled or which may be granted to Executive him, and it shall be in addition to any rights of indemnification to which he may be entitled under any policy of insurance.

Company Indemnity. If Executive is made a party, or is ----------------- threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “"Proceeding”"), by reason of the fact that he is or was a director, officer or employee of the Company or any Affiliate or was serving at the request of the Company or any Affiliate as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is Executive’s 's alleged action in an official capacity while serving as a director, officer, member, employee or agent, then the Company will indemnify Executive and hold Executive harmless to the fullest extent legally permitted or authorized by the Company’s 's articles of incorporation, certificate of incorporation or bylaws or resolutions of the Company’s 's Board to the extent not inconsistent with state laws, against all costs, expense, liability and loss (including, without limitation, attorney’s 's fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by Executive in connection therewith, except to the extent attributable to Executive’s 's gross negligence or fraud, and such indemnification shall continue as to Executive even if he has ceased to be a director, member, officer, employee or agent of the Company or Affiliate and shall inure to the benefit of Executive’s 's heirs, executors and administrators. The Company will advance to Executive all reasonable costs and expenses to be incurred by Executive in connection with a Proceeding within 20 days after receipt by the Company of a written request for such advance. Such request shall include an undertaking by Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. The provisions of this section shall not be deemed exclusive of any other rights of indemnification to which Executive may be entitled or which may be granted to Executive and shall be in addition to any rights of indemnification to which he may be entitled under any policy of insurance.

Company Indemnity. If The Company agrees that if Executive is at any time made a party, or is threatened to be made a party, to any third-party action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he is or was a director, officer or employee of the Company or any Affiliate or was serving at the Company’s request of the Company or any Affiliate as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is Executive’s alleged action in an official capacity while serving as a director, officer, member, employee or agent, then and including Proceedings arising from or relating to Executive’s resignation and his execution of this Agreement, Executive shall be indemnified and held harmless by the Company will indemnify Executive and hold Executive harmless to the fullest extent legally permitted or authorized by the Company’s articles of incorporation, certificate of incorporation or bylaws bye-laws or resolutions of the Company’s Board to of Directors or, if greater, by the extent not inconsistent with state laws, laws of the State of New York against all costscost, expense, liability and loss (including, without limitation, reasonable attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by Executive in connection therewith, except to the extent attributable to Executive’s gross negligence or fraud, and such indemnification shall continue as to Executive even if he has ceased to be a director, member, officer, employee or agent of the Company or Affiliate and shall inure to the benefit of Executive’s heirs, executors and administrators. The Company will shall advance to Executive all reasonable costs and expenses to be incurred by Executive him in connection with a Proceeding within 20 30 days after receipt by the Company of a written request for such advance. Such request shall include an undertaking by Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. The provisions of this section Section 3(d)(iv)(A) shall not be deemed exclusive of any other rights of indemnification to which Executive may be entitled or which may be granted to Executive him, including, without limitation, pursuant to Section 4(i) of this Agreement, and it shall be in addition to any rights of indemnification to which he may be entitled under any policy of insurance.

Company Indemnity. If Company agrees that if Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “"Proceeding”"), by reason of the fact that he is or was a director, officer or employee of the Company or any Affiliate IRONCLAD EMPLOYMENT AGREEMENT Subsidiary or is or was serving at the request of the Company or any Affiliate Subsidiary as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is Executive’s alleged action in an official capacity while serving as a director, officer, member, employee or agent, then the Executive shall be indemnified and held harmless by Company will indemnify Executive and hold Executive harmless to the fullest extent legally permitted or authorized by the Company’s articles of incorporation, 's certificate of incorporation or bylaws or resolutions of the Company’s 's Board to the extent not inconsistent with state laws, against all costscost, expense, liability and loss (including, without limitation, attorney’s 's fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by Executive in connection therewith, except to the extent attributable to Executive’s gross negligence or fraud, and such indemnification shall continue as to Executive even if he has ceased to be a director, member, officer, employee or agent of the Company or Affiliate other entity and shall inure to the benefit of Executive’s 's heirs, executors and administrators; provided, however, that Executive shall not be entitled to any indemnification hereunder in the event that any court having jurisdiction over this matter determines that Executive's conduct was illegal, malicious, fraudulent, or resulted from gross negligence. The Company will shall advance to Executive all reasonable costs and expenses to be incurred by Executive him in connection with a Proceeding within 20 twenty (20) days after receipt by the Company of a written request for such advance. Such request shall include an undertaking by Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. The provisions of this section Paragraph 10(a) shall not be deemed exclusive of any other rights of indemnification to which Executive may be entitled or which may be granted to Executive him, and it shall be in addition to any rights of indemnification to which he may be entitled under any policy of insurance.

Company Indemnity. If Executive The Company agrees that if Employee is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he is or was a director, officer or employee of the Company or any Affiliate Subsidiary or is or was serving at the request of the Company or any Affiliate a Subsidiary as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is ExecutiveEmployee’s alleged action or failure to act in an official capacity as a director, officer, employee or agent or while serving as a director, officer, member, employee or agent, then Employee shall be indemnified and held harmless by the Company will indemnify Executive and hold Executive harmless to the fullest extent legally permitted or authorized by the Company’s articles Certificate of incorporation, certificate of incorporation Incorporation or bylaws Bylaws or resolutions Resolutions of the Company’s Board or, if greater, by the laws of the State of Delaware (or, with respect to Amedisys Holding, LLC, the extent not inconsistent with state lawslaws of the State of Louisiana), against all costscost, expense, liability liability, and loss (including, without limitation, attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by Executive Employee in connection therewith, provided Employee provides Company with prompt notice of such action or threatened action (but failure to provide prompt notice shall not prejudice Employee except to the extent attributable to Executive’s gross negligence or fraud, and such that it actually prejudices Company). Such indemnification shall continue as to Executive Employee even if he has ceased to be a director, member, officer, employee or agent of the Company or Affiliate other entity and shall inure to the benefit of ExecutiveEmployee’s heirs, executors and administrators. The Company will shall advance to Executive Employee all reasonable costs and expenses to be incurred by Executive him in connection with a Proceeding within 20 days after receipt by the Company of a written request for such advance. Such request shall include an undertaking by Executive Employee to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. The provisions of this section shall not be deemed exclusive of any other rights of indemnification to which Executive Employee may be entitled or which may be granted to Executive him, and it shall be in addition to any rights of indemnification to which he may be entitled under any policy of insurance.

Company Indemnity. If Executive The Company agrees that if Employee is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he is or was a director, officer or employee of the Company or any Affiliate Subsidiary or is or was serving at the request of the Company or any Affiliate Subsidiary as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is ExecutiveEmployee’s alleged action or failure to act in an official capacity as a director, officer, employee or agent or while serving as a director, officer, member, employee or agent, then Employee shall be indemnified and held harmless by the Company will indemnify Executive and hold Executive harmless to the fullest extent legally permitted or authorized by the Company’s articles of incorporation, certificate of incorporation or bylaws or resolutions of the Company’s Board or, if greater, by the laws of the State of Delaware (or, with respect to Holding, the extent not inconsistent with state lawslaws of the State of Louisiana), against all costscost, expense, liability and loss (including, without limitation, attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by Executive Employee in connection therewith, provided Employee provides Company with prompt notice of such action or threatened action (but failure to provide prompt notice shall not prejudice Employee except to the extent attributable to Executive’s gross negligence or fraud, and such it actually prejudices the Company). Such indemnification shall continue as to Executive Employee even if he has ceased to be a director, member, officer, employee or agent of the Company or Affiliate other entity and shall inure to the benefit of ExecutiveEmployee’s heirs, executors and administrators. The Company will shall advance to Executive Employee all reasonable costs and expenses to be incurred by Executive him in connection with a Proceeding within 20 days after receipt by the Company of a written request for such advance. Such request shall include an undertaking by Executive Employee to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. The provisions of this section Section 16(a) shall not be deemed exclusive of any other rights of indemnification to which Executive Employee may be entitled or which may be granted to Executive him, and it shall be in addition to any rights of indemnification to which he may be entitled under any policy of insurance.

Company Indemnity. If Executive Xxxxx is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he is or was a director, officer or employee of the Company Company, PPC or any Affiliate subsidiary or affiliate thereof or was serving at the request of the Company or any Affiliate subsidiary or affiliate as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is Executive’s Xxxxx’x alleged action in an official capacity while serving as a director, officer, member, employee or agent, then the Company will indemnify Executive Xxxxx and hold Executive him harmless to the fullest extent legally permitted or authorized by the Company’s articles of incorporation, certificate of incorporation or bylaws or resolutions of the Company’s Board to or, if greater, by the extent not inconsistent with state lawslaws of the State of Delaware, against all costscost, expense, liability and loss (including, without limitation, attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by Executive Xxxxx in connection therewith, except to the extent attributable to Executive’s gross Xxxxx’x xxxxx negligence or fraud), and such indemnification shall continue as to Executive Xxxxx even if he has ceased to be a director, member, officer, employee or agent of the Company or Affiliate other entity and shall inure to the benefit of Executive’s Xxxxx’x heirs, executors and administrators. The Company will advance to Executive Xxxxx all reasonable costs and expenses to be incurred by Executive him in connection with a Proceeding within 20 days after receipt by the Company of a written request for such advance. Such request shall include an undertaking by Executive Xxxxx to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. The provisions of this section shall not be deemed exclusive of any other rights of indemnification to which Executive Xxxxx may be entitled or which may be granted to Executive him and shall be in addition to any rights of indemnification to which he may be entitled under any policy of insurance.

Company Indemnity. If The Company agrees that if the Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “"Proceeding”"), by reason of the fact that he is or was a director, officer or employee of the Company or any Affiliate Subsidiary or is or was serving at the request of the Company or any Affiliate Subsidiary as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is the Executive’s 's alleged action in an official capacity while serving as a director, officer, member, employee or agent, then the Executive shall be indemnified and held harmless by the Company will indemnify Executive and hold Executive harmless to the fullest extent legally permitted permitted, or authorized authorized, by the Company’s articles of incorporation, 's certificate of incorporation or bylaws or resolutions of the Company’s 's Board to or, if greater, by the extent not inconsistent with state laws, laws of the State of New Jersey against all costscost, expense, liability and loss (including, without limitation, attorney’s 's fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Executive in connection therewith, except to the extent attributable to Executive’s gross negligence or fraud, and such indemnification shall continue as to the Executive even if he has ceased to be a director, member, officer, employee or agent of the Company or Affiliate other entity and shall inure to the benefit of the Executive’s 's heirs, executors and administrators. The Company will shall advance to the Executive all reasonable costs and expenses to be incurred by Executive him in connection with a Proceeding within 20 days after receipt by the Company of a written request for such advance. Such request shall include an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. The provisions of this section Section 16(a) shall not be deemed exclusive of any other rights of indemnification to which the Executive may be entitled or which may be granted to Executive him, and it shall be in addition to any rights of indemnification to which he may be entitled under any policy of insurance.

Company Indemnity. If The Company agrees that if Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he is or was a director, officer or employee of the Company or any Affiliate Subsidiary or is or was serving at the request of the Company or any Affiliate Subsidiary as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is Executive’s alleged action in an official capacity while serving as a director, officer, member, employee or agent, then Executive shall be indemnified and held harmless by the Company will indemnify Executive and hold Executive harmless to the fullest extent legally permitted or authorized by the Company’s articles of incorporation, certificate of incorporation or bylaws or resolutions of the Company’s Board to or, if greater, by the extent not inconsistent with state lawslaws of the Province of New Brunswick, Canada against all costscost, expense, liability and loss (including, without limitation, attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by Executive in connection therewith, except to the extent attributable to Executive’s gross negligence or fraud, and such indemnification shall continue as to Executive even if he has ceased to be a director, member, officer, employee or agent of the Company or Affiliate other entity and shall inure to the benefit of Executive’s heirs, executors and administrators. The Company will shall advance to Executive all reasonable costs and expenses to be incurred by Executive him in connection with a Proceeding within 20 30 days after receipt by the Company of a written request for such advance. Such request shall include an a written undertaking by Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expensesexpenses within 30 days of receiving such determination. The provisions of this section Section 12(a) shall not be deemed exclusive of any other rights of indemnification to which Executive may be entitled or which may be granted to Executive him, and it shall be in addition to any rights of indemnification to which he may be entitled under any policy of insurance. Consistent with the provisions of Section 81(1)(a) of the New Brunswick Business Corporations Act, such indemnification, including any advancement of defense costs will only be allowed if the Employee acted honestly and in good faith with a view to the best interests of the corporation. Prior to receiving any advancement of defense costs, such Employee will be required to execute an undertaking confirming that in the event such Employee is found to have acted other than honestly or in good faith with a view to the best interests of the Corporation, such costs will be returned to the Company.

Company Indemnity. If Company agrees that if Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he is or was a director, officer or employee of the Company or any Affiliate Subsidiary or is or was serving at the request of the Company or any Affiliate Subsidiary as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is Executive’s alleged action in an official capacity while serving as a director, officer, member, employee or agent, then the Executive shall be indemnified and held harmless by Company will indemnify Executive and hold Executive harmless to the fullest extent legally permitted or authorized by the Company’s articles of incorporation, 's certificate of incorporation or bylaws or resolutions of the Company’s 's Board to the extent not inconsistent with state laws, against all costscost, expense, liability and loss (including, without limitation, attorney’s 's fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by Executive in connection therewith, except to the extent attributable to Executive’s gross negligence or fraud, and such indemnification shall continue as to Executive even if he has ceased to be a director, member, officer, employee or agent of the Company or Affiliate other entity and shall inure to the benefit of Executive’s 's heirs, executors and administrators; provided, however, that Executive shall not be entitled to any indemnification hereunder in the event that any court having jurisdiction over this matter determines that Executive's conduct was illegal, malicious, fraudulent, or resulted from gross negligence. The Company will shall advance to Executive all reasonable costs and expenses to be incurred by Executive him in connection with a Proceeding within 20 twenty (20) days after receipt by the Company of a written request for such advance. Such request shall include an undertaking by Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. The provisions of this section Paragraph 10(a) shall not be deemed exclusive of any other rights of indemnification to which Executive may be entitled or which may be granted to Executive him, and it shall be in addition to any rights of indemnification to which he may be entitled under any policy of insurance.

Company Indemnity. If The Company agrees that if the Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he is or was a director, officer or employee of the Company or any Affiliate Subsidiary or is or was serving at the request of the Company or any Affiliate Subsidiary as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is the Executive’s alleged action in an official capacity while serving as a director, officer, member, employee or agent, then the Executive shall be indemnified and held harmless by the Company will indemnify Executive and hold Executive harmless to the fullest extent legally permitted or authorized by the Company’s articles of incorporation, certificate of incorporation or bylaws or resolutions of the Company’s Board to or, if greater, by the extent not inconsistent with state laws, laws of the State of New York against all costscost, expense, liability and loss (including, without limitation, attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Executive in connection therewith, except to the extent attributable to Executive’s gross negligence or fraud, and such indemnification shall continue as to the Executive even if he has ceased to be a director, member, officer, employee or agent of the Company or Affiliate other entity and shall inure to the benefit of the Executive’s heirs, executors and administrators. The Company will shall advance to the Executive all reasonable costs and expenses to be incurred by Executive him in connection with a Proceeding within 20 days after receipt by the Company of a written request for such advance, together with such documentation as may be reasonably requested by the Company. Such request shall include an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. The provisions of this section Section 12(a) shall not be deemed exclusive of any other rights of indemnification to which the Executive may be entitled or which may be granted to Executive him, and it shall be in addition to any rights of indemnification to which he may be entitled under any policy of insurance.

Company Indemnity. If The Company agrees that if Executive is at any time made a party, or is threatened to be made a party, to any third-party action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he is or was a director, officer or employee of the Company or any Affiliate or was serving at the Company’s request of the Company or any Affiliate as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is Executive’s alleged action in an official capacity while serving as a director, officer, member, employee or agent, then and including Proceedings arising from or relating to Executive’s resignation and his execution of this Agreement, Executive shall be indemnified and held harmless by the Company will indemnify Executive and hold Executive harmless to the fullest extent legally permitted or authorized by the Company’s articles of incorporation, certificate of incorporation or bylaws bye-laws or resolutions of the Company’s Board to of Directors or, if greater, by the extent not inconsistent with state lawslaws of the State of New York, against all costscost, expense, liability and loss (including, without limitation, reasonable attorney’s fees, judgments, fines, interest on same, if any, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by Executive in connection therewith, except to the extent attributable to Executive’s gross negligence or fraud, and such indemnification shall continue as to Executive even if he has ceased to be a director, member, officer, employee or agent of the Company or Affiliate and shall inure to the benefit of Executive’s heirs, executors and administrators. The Company will shall advance to Executive all reasonable costs and expenses to be incurred by Executive him in connection with a Proceeding within 20 30 days after receipt by the Company of a written request for such advance. Such request shall include an undertaking by Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. The provisions of this section Section 3(d)(v)(A) shall not be deemed exclusive of any other rights of indemnification to which Executive may be entitled or which may be granted to Executive him, and it shall be in addition to any rights of indemnification to which he may be entitled under any policy of insurance.

Company Indemnity. If Turnxx xxxees that if Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “"Proceeding”"), by reason of the fact that he is or was a director, officer or employee of the Company Turnxx xx any Subsidiary or any Affiliate is or was serving at the request of the Company or Turnxx xx any Affiliate Subsidiary as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is Executive’s 's alleged action in an official capacity while serving as a director, officer, member, employee or agent, then the Company will indemnify Executive shall be indemnified and hold Executive held harmless to by Turnxx xx the fullest extent legally permitted or authorized by the Company’s articles of incorporation, certificate Turnxx'x xxxtificate of incorporation or bylaws or resolutions of Turnxx'x Xxxrd or, if greater, by the Company’s Board to laws of the extent not inconsistent with state laws, State of Delaware against all costscost, expense, liability and loss (including, without limitation, attorney’s 's fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by Executive in connection therewith, except to the extent attributable to Executive’s gross negligence or fraud, and such indemnification shall continue as to Executive even if he has ceased to be a director, member, officer, employee or agent of the Company or Affiliate Turnxx xx other entity and shall inure to the benefit of Executive’s 's heirs, executors and administrators. The Company will Turnxx xxxll advance to Executive all reasonable costs and expenses to be incurred by Executive him in connection with a Proceeding within 20 days after receipt by the Company of Turnxx xx a written request for such advance. Such request shall include an undertaking by Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. The provisions of this section Section 16(a) shall not be deemed exclusive of any other rights of indemnification to which Executive may be entitled or which may be granted to Executive him, and it shall be in addition to any rights of indemnification to which he may be entitled under any policy of insurance.

Company Indemnity. If Company agrees that if Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “"Proceeding”"), by reason of the fact that he is or was a director, officer or employee of the Company or any Affiliate Subsidiary or is or was serving at the request of the Company or any Affiliate Subsidiary as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is Executive’s alleged action in an official capacity while serving as a director, officer, member, employee or agent, then the Executive shall be indemnified and held harmless by Company will indemnify Executive and hold Executive harmless to the fullest extent legally permitted or authorized by the Company’s articles of incorporation, 's certificate of incorporation or bylaws or resolutions of the Company’s 's Board to the extent not inconsistent with state laws, against all costscost, expense, liability and loss (including, without limitation, attorney’s 's fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by Executive in connection therewith, except to the extent attributable to Executive’s gross negligence or fraud, and such indemnification shall continue as to Executive even if he has ceased to be a director, member, officer, IRONCLAD EMPLOYMENT AGREEMENT employee or agent of the Company or Affiliate other entity and shall inure to the benefit of Executive’s 's heirs, executors and administrators; provided, however, that Executive shall not be entitled to any indemnification hereunder in the event that any court having jurisdiction over this matter determines that Executive's conduct was illegal, malicious, fraudulent, or resulted from gross negligence. The Company will shall advance to Executive all reasonable costs and expenses to be incurred by Executive him in connection with a Proceeding within 20 twenty (20) days after receipt by the Company of a written request for such advance. Such request shall include an undertaking by Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. The provisions of this section Paragraph 10(a) shall not be deemed exclusive of any other rights of indemnification to which Executive may be entitled or which may be granted to Executive him, and it shall be in addition to any rights of indemnification to which he may be entitled under any policy of insurance.

Company Indemnity. If Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that that, at any time, he is or was a director, officer or employee of the Company or any Affiliate or was serving at the request of the Company or any Affiliate as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is Executive’s alleged action in an official capacity while serving as a director, officer, member, employee or agent, then the Company will indemnify Executive and hold Executive harmless to the fullest extent legally permitted or authorized by the Company’s articles of incorporation, certificate of incorporation or bylaws or resolutions of the Company’s Board to the extent not inconsistent with state laws, against all costs, expense, liability and loss (including, without limitation, attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by Executive in connection therewith, except to the extent attributable to Executive’s gross negligence or fraud, and such indemnification shall continue as to Executive even if he has ceased to be a director, member, officer, employee or agent of the Company or Affiliate and shall inure to the benefit of Executive’s heirs, executors and administrators. The Company will advance to Executive all reasonable costs and expenses to be incurred by Executive in connection with a Proceeding within 20 days after receipt by the Company of a written request for such advance. Such request shall include an undertaking by Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. The provisions of this section shall not be deemed exclusive of any other rights of indemnification to which Executive may be entitled or which may be granted to Executive and shall be in addition to any rights of indemnification to which he may be entitled under any policy of insurance.