Common use of Indemnification of Enforcement and Certain Other Expenses Clause in Contracts

Indemnification of Enforcement and Certain Other Expenses. The Company shall indemnify Indemnitee against all expenses actually and reasonably incurred by Indemnitee in connection with any hearing or proceeding to determine, or enforce, Indemnitee’s right to indemnification or advancement of expenses hereunder (including any proceeding commenced by Indemnitee), except in a situation where (i) the Company has determined that Section 10 is applicable or has determined in accordance herewith that Indemnitee is not entitled to indemnification hereunder by reason of not satisfying the applicable standard of conduct and (ii) the Company prevails on the merits in all material respects in such hearing or proceeding with respect to such determination; it being understood that Indemnitee shall not be entitled hereunder to advancement by the Company of expenses incurred by Indemnitee in connection with a proceeding commenced by Indemnitee to enforce his or her right to advancement of expenses or indemnification hereunder (but shall be entitled hereunder to indemnification against such expenses as were actually and reasonably incurred by Indemnitee in connection with such a proceeding upon conclusion thereof unless it has been determined in such proceeding that Indemnitee was not entitled to the advancement of expenses or indemnification sought by Indemnitee to be enforced).

Indemnification of Enforcement and Certain Other Expenses. The Company shall indemnify Indemnitee against all expenses actually and reasonably incurred by Indemnitee in connection with any hearing or proceeding to determine, or enforce, Indemnitee’s right to indemnification or advancement of expenses hereunder (including any proceeding commenced by Indemnitee), except in a situation where (i) the Company has determined that Indemnitee is not entitled to indemnification in accordance with Section 10 is applicable 7 hereof or has determined in accordance herewith that Indemnitee is not entitled to indemnification hereunder by reason of not satisfying the applicable standard of conduct in accordance with Section 10 hereof and (ii) the Company prevails on the merits in all material respects in such hearing or proceeding with respect to such determination; it being understood that Indemnitee shall not be entitled hereunder to advancement by the Company of expenses incurred by Indemnitee in connection with a proceeding commenced by Indemnitee to enforce his or her right to advancement of expenses or indemnification hereunder (but shall be entitled hereunder to indemnification against such expenses as were actually and reasonably incurred by Indemnitee in connection with such a proceeding upon conclusion thereof unless it has been determined in such proceeding that Indemnitee was not entitled to the advancement of expenses or indemnification sought by Indemnitee to be enforced).