Common use of Damages and Expenses Clause in Contracts

Damages and Expenses. (a) Without limiting the generality or effect of Article Ninth of the Certificate of Incorporation, the Company will to the fullest extent permitted by applicable law as then in effect indemnify any person (an "Indemnitee") who is or was involved in any manner (including without limitation as a party or a witness) or is threatened to be made so involved in any threatened, pending, or completed investigation, claim, action, suit, or proceeding, whether civil, criminal, administrative, or investigative (including without limitation any action, suit, or proceeding by or in the right of the Company to procure a judgment in its favor) (a "Proceeding") by reason of the fact that such person is or was or had agreed to be a Director, officer, employee, or agent of the Company, or is or was serving at the request of the Board or an officer of the Company as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other entity, whether or not for profit (including the heirs, executors, administrators, or estate of such person), or anything done or not done by such person in any such capacity, against all expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding. Such indemnification will be a contract right and will include the right to receive payment in advance of any expenses incurred by an Indemnitee in connection with such Proceeding, consistent with the provisions of applicable law as then in effect.

Damages and Expenses. (a) Without limiting the -------------------- generality or effect of Article Ninth VIII of the Certificate of Incorporation, the Company will to the fullest extent permitted by applicable law as then in effect indemnify any person (an "Indemnitee") who is or was involved in any manner (including without limitation as a party or a witness) or is threatened to be made so involved in any threatened, pending, or completed investigation, claim, action, suit, or proceeding, whether civil, criminal, administrative, or investigative (including without limitation any action, suit, or proceeding by or in the right of the Company to procure a judgment in its favor) (a "Proceeding") by reason of the fact that such person is or was or had agreed to be become a Director, officer, employee, or agent of the Company, or is or was serving at the request of the Board or an officer of the Company as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other entityenterprise, whether for profit or not for profit (including the heirs, executors, administrators, or estate of such person)profit, or anything done or not done by such person in any such capacity, against all expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding. Such indemnification will be a contract right and will include the right to receive payment in advance of any expenses incurred by an Indemnitee in connection with such Proceeding, consistent with Proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the provisions of applicable law Company as then in effectauthorized by this By-Law 7.01 or otherwise.

Damages and Expenses. (a) Without limiting the generality or effect of Article Ninth of the Certificate of Incorporation, the Company will to the fullest extent permitted by applicable law as then in effect indemnify any person (an "Indemnitee") who is or was involved in any manner (including without limitation as a party or a witness) or is threatened to be made so involved in any threatened, pending, pending or completed investigation, claim, action, suit, suit or proceeding, whether civil, criminal, administrative, administrative or investigative (including without limitation any action, suit, suit or proceeding by or in the right of the Company to procure a judgment in its favor) (a "Proceeding") by reason of the fact that such person is or was or had agreed to be become a Director, officer, employee, Director or agent officer of the Company, or is or was serving at the request of the Board or an officer of the Company as a director, officer, employee, employee or agent of another corporation, partnership, joint venture, trust, trust or other entity, whether for profit or not for profit (including the heirs, executors, administrators, or estate of such person)profit, or anything done or not done by such person in any such capacity, against all expenses (including attorneys' fees), judgments, fines, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding. Such indemnification will (i) be a contract right and will right, (ii) include the right to receive payment in advance of any expenses incurred by an Indemnitee in connection with such a Proceeding, consistent with the provisions of applicable law as then in effect, and (iii) inure to the benefit of the estate, heirs, executors and administrators of any Indemnitee who is or shall become deceased.