Common use of Indemnity of Indemnitee Clause in Contracts

Indemnity of Indemnitee. The Corporation hereby agrees to indemnify, protect, defend and hold harmless Indemnitee against any and all Losses incurred by reason of the fact that Indemnitee is or was a director, officer, agent, or advisor of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, to the fullest extent permitted by Nevada Law. The termination of any Indemnifiable Matter by judgment, order of the court, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, and with respect to any criminal proceeding, shall not create a presumption that such person believed that his conduct was unlawful. The indemnification provided herein shall be applicable whether or not the breach of any standard of care or duty, including a breach of a fiduciary duty, of the Indemnitee is alleged or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter brought by or in the right of the Corporation, Indemnitee shall not be entitled to indemnification for any claim, issue, or matter as to which Indemnitee has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, and only to the extent that, the court in which the Indemnifiable Matter was brought or another court of competent jurisdiction determines, on application, that in view of all the circumstances, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Indemnity of Indemnitee. The Corporation hereby agrees to indemnify, protect, defend defend, and hold harmless Indemnitee against any and all Losses incurred by reason of the fact that Indemnitee is or was a director, officer, agent, or advisor of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent agent, or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, to the fullest extent permitted by Nevada Delaware Law. The termination of any Indemnifiable Matter by judgment, order of the court, settlement, conviction, or upon a plea of nolo contendere, contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, and with respect to any criminal proceeding, shall not create a presumption that such person believed that his conduct was unlawful. The indemnification provided herein shall be applicable whether or not the breach of any standard of care or duty, including a breach of a fiduciary duty, of the Indemnitee is alleged or proven, except as limited by Section section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter brought by or in the right of the Corporation, Indemnitee shall not be entitled to indemnification for any claim, issue, or matter as to which Indemnitee has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”)therefrom, to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, and only to the extent that, the court in which the Indemnifiable Matter was brought or another court of competent jurisdiction determines, on application, that in view of all the circumstances, the Indemnitee person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Indemnity of Indemnitee. The Corporation hereby agrees to indemnify, protect, defend defend, and hold harmless Indemnitee against any and all Losses incurred by reason of the fact that Indemnitee is or was a director, officer, agent, or advisor of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent agent, or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, to the fullest extent permitted by Nevada Law. The termination of any Indemnifiable Matter by judgment, order of the court, settlement, conviction, or upon a plea of nolo contendere, contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, and with respect to any criminal proceeding, shall not create a presumption that such person believed that his conduct was unlawful. The indemnification provided herein shall be applicable whether or not the breach of any standard of care or duty, including a breach of a fiduciary duty, of the Indemnitee is alleged or proven, except as limited by Section section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter brought by or in the right of the Corporation, Indemnitee shall not be entitled to indemnification for any claim, issue, or matter as to which Indemnitee has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”)therefrom, to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, and only to the extent that, the court in which the Indemnifiable Matter was brought or another court of competent jurisdiction determines, on application, that in view of all the circumstances, the Indemnitee person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Indemnity of Indemnitee. The Corporation hereby agrees (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to indemnifythe rights of indemnification provided in this Section 1(a) if, protect, defend and hold harmless Indemnitee against any and all Losses incurred by reason of such person’s Corporate Status (as hereinafter defined), the fact that Indemnitee is or was a director, officer, agent, or advisor of the Corporationis, or is threatened to be made, a party to or was serving at participant (as a witness, deponent or otherwise) in any Proceeding (as hereinafter defined) other than a Proceeding by or in the request right of the Corporation Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as a directorhereinafter defined), officerjudgments, employeepenalties, agent fines, excise taxes and amounts paid in settlement (including all interest, assessments and other charges paid or advisor payable in connection with or in respect of another corporationsuch Expenses, partnershipjudgments, joint venturepenalties, trustfines, limited liability companyexcise taxes and amounts paid in settlement) actually and reasonably incurred by such person, or other entity on such person’s behalf, in connection with such Proceeding or enterpriseany claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the fullest extent permitted by Nevada Law. The termination of any Indemnifiable Matter by judgment, order best interests of the court, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnificationCompany, and with respect to any criminal proceedingProceeding, shall not create a presumption that such person believed that his had no reasonable cause to believe the Indemnitee’s conduct was unlawful. The indemnification provided herein shall If (i) Indemnitee has or had a Corporate Status with respect to an Enterprise (as hereinafter defined) that is an employee benefit plan and (ii) Indemnitee acts in good faith and in a manner Indemnitee reasonably believes to be applicable whether or not in the breach of any standard of care or duty, including a breach of a fiduciary duty, interest of the Indemnitee is alleged or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter brought by or in the right participants and beneficiaries of the Corporationemployee benefit plan, Indemnitee shall be deemed to have acted in a manner not be entitled to indemnification for any claim, issue, or matter as to which Indemnitee has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable opposed to the Corporation or for amounts paid in settlement to best interests of the Corporation unless, and only to the extent that, the court in which the Indemnifiable Matter was brought or another court of competent jurisdiction determines, on application, that in view of all the circumstances, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court deems properCompany.

Indemnity of Indemnitee. The Corporation hereby agrees to indemnify, protect, defend and hold harmless Indemnitee against any and all Losses incurred by reason of the fact that Indemnitee is or was a director, officer, agent, or advisor of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, to the fullest extent permitted by Nevada Law. The termination of any Indemnifiable Matter by judgment, order of the court, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, and with respect to any criminal proceeding, shall not create a presumption that such person believed that his conduct was unlawful. The indemnification provided herein shall be applicable whether or not the breach of any standard of care or duty, including a breach of a fiduciary duty, of the Indemnitee is alleged or proven, except as limited by Section section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter brought by or in the right of the Corporation, Indemnitee shall not be entitled to indemnification for any claim, issue, or matter as to which Indemnitee has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”)therefrom, to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, and only to the extent that, the court in which the Indemnifiable Matter was brought or another court of competent jurisdiction determines, on application, that in view of all the circumstances, the Indemnitee person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Indemnity of Indemnitee. The Corporation Each of the Partnership and the Company hereby agrees (subject to indemnify, protect, defend and the provisions of Section 4 hereof) to hold harmless and indemnify Indemnitee against any Expenses to the fullest extent authorized or permitted by law (including the applicable provisions of the Partnership Statute and all Losses the LLC Statute), including, without limitation, against Expenses incurred by reason of the fact that Indemnitee is or was a directordirector or officer of the Partnership or the Company, or, while a director or officer, agent, or advisor of the Corporation, or is or was serving at the request of the Corporation Partnership or the Company as a director, officer, employeetrustee, employee or agent or advisor of another corporation, partnership, joint venture, trust, limited liability company, company or other entity or enterprise, including, without limitation, any predecessor, subsidiary or affiliated entity of the Partnership or the Company; provided that Indemnitee shall not be indemnified and held harmless if there has been a final judgment or other final adjudication of a court of competent jurisdiction from which there is no further right of appeal (a “final adjudication”) determining that, in respect of the matter for which Indemnitee is seeking indemnification pursuant to this Agreement, Indemnitee is not entitled to Indemnification hereunder. The phrase “to the fullest extent permitted by Nevada Law. The termination law” shall include, but not be limited to, (a) to the fullest extent permitted by any provision of the Partnership Statute and/or the LLC Statute that authorizes or permits additional indemnification by agreement, or the corresponding provision of any Indemnifiable Matter by judgment, order amendment to or replacement of the courtPartnership Statute and/or the LLC Statute and (b) to the fullest extent authorized or permitted by any amendments to or replacements of the Partnership Statute and/or the LLC Statute adopted after the date of this Agreement that increase the extent to which an entity may indemnify its officers and directors. Any amendment, settlement, conviction, alteration or upon a plea repeal of nolo contendere, the Partnership Statute and/or the LLC Statute that adversely affects any right of Indemnitee shall be prospective only and shall not limit or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, and eliminate any such right with respect to any criminal proceeding, shall not create a presumption that such person believed that his conduct was unlawful. The indemnification provided herein shall be applicable whether Proceeding involving any occurrence or not the breach alleged occurrence of any standard of care action or duty, including a breach of a fiduciary duty, of the Indemnitee is alleged omission to act that took place prior to such amendment or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter brought by or in the right of the Corporation, Indemnitee shall not be entitled to indemnification for any claim, issue, or matter as to which Indemnitee has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, and only to the extent that, the court in which the Indemnifiable Matter was brought or another court of competent jurisdiction determines, on application, that in view of all the circumstances, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court deems properrepeal.

Indemnity of Indemnitee. The Corporation Company hereby agrees to indemnify, protect, defend and hold harmless and indemnify Indemnitee against any and all Losses incurred by reason of the fact that Indemnitee is or was a director, officer, agent, or advisor of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, to the fullest extent permitted by Nevada Lawlaw, as such may be amended from time to time. The termination of any Indemnifiable Matter by judgment, order In furtherance of the courtforegoing indemnification, settlementand without limiting the generality thereof: Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, convictionby reason of his or her Corporate Status (as hereinafter defined), the Indemnitee is, or upon is threatened to be made, a plea party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of nolo contenderethe Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her, or its equivalenton his or her behalf, shall notin connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of itself, create a presumption that Indemnitee is not entitled to indemnificationthe Company, and with respect to any criminal proceedingProceeding, shall not create a presumption that such person believed that his had no reasonable cause to believe the Indemnitee’s conduct was unlawful. The Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided herein shall be applicable whether in this Section 1(b) if, by reason of his or not the breach of any standard of care or dutyher Corporate Status, including a breach of a fiduciary duty, of the Indemnitee is, or is alleged threatened to be made, a party to or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, participant in the case of any Indemnifiable Matter Proceeding brought by or in the right of the CorporationCompany. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be entitled to indemnification for made in respect of any claim, issue, issue or matter in such Proceeding as to which Indemnitee has shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, Company unless and only to the extent that, that the court in which Court of Chancery of the Indemnifiable Matter was brought or another court State of competent jurisdiction determines, on application, Delaware shall determine that in view of all the circumstances, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court deems properindemnification may be made.

Indemnity of Indemnitee. The Corporation hereby agrees to indemnify, protect, defend and hold harmless and indemnify Indemnitee against any and all Losses judgments, penalties (including excise and similar taxes), fines settlements and reasonable expenses (including attorneys’ fees) actually incurred by him (after realization of or giving effect to all insurance, bonding, indemnification and other payments or recoveries actually received by or for the benefit of Indemnitee, directly or indirectly, in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding, by reason of the fact that Indemnitee he is or was a director, officer, agent, officer or advisor employee of the Corporation, CSMC or CSVC or is or was serving at the request of the Corporation as a director, officerofficer partner, venturer, proprietor, trustee, employee, agent or advisor similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, limited liability company, employee benefit plan or other entity or enterprise, enterprise all to the fullest full extent of Loss authorized or permitted by Nevada Law. The termination of any Indemnifiable Matter by judgment, order the provisions of the court, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee is not entitled to indemnification, and with respect to any criminal proceeding, shall not create a presumption that such person believed that his conduct was unlawfulArticles as they exist on the date hereof. The indemnification provided herein shall be applicable whether or not the breach of any standard of care or duty, including a breach of a fiduciary duty, A copy of the applicable provisions of the Articles as they exist on the date hereof is attached hereto as Exhibit A. Corporation and Indemnitee hereby agree that the provisions of the Articles are hereby incorporated herein by reference as if fully set out herein and that indemnification thereunder is alleged or proven, except for Loss to which any indemnified person (including Indemnitee) is entitled. Except as otherwise expressly limited by Section 3 herein. Notwithstanding the foregoing, in the case of any Indemnifiable Matter brought by herein or in the right Articles, it is the intent of the Corporation, Indemnitee parties hereto that all indemnity obligations and/or liabilities of Corporation hereunder shall not be entitled without limit and without regard to indemnification for the cause or causes thereof or the negligence of any claim, issue, person or matter as to which Indemnitee has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom persons (a “Final Adjudication”expressly including Indemnitee), to whether such negligence of Indemnitee be liable to the Corporation sole, joint or for amounts paid in settlement to the Corporation unlessconcurrent, and only to the extent that, the court in which the Indemnifiable Matter was brought active or another court of competent jurisdiction determines, on application, that in view of all the circumstances, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court deems properpassive.

Indemnity of Indemnitee. The Corporation Company hereby agrees to indemnify, protect, defend and hold harmless and indemnify Indemnitee against any and all Losses incurred by reason of the fact that Indemnitee is or was a director, officer, agent, or advisor of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent or advisor of another corporation, partnership, joint venture, trust, limited liability company, or other entity or enterprise, to the fullest extent permitted by Nevada Lawlaw, as such may be amended from time to time. The termination of any Indemnifiable Matter by judgment, order In furtherance of the courtforegoing indemnification, settlementand without limiting the generality thereof: (a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) if, convictionby reason of her Corporate Status (as hereinafter defined), the Indemnitee is, or upon is threatened to be made, a plea party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of nolo contenderethe Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by her, or its equivalenton her behalf, shall notin connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of itself, create a presumption that Indemnitee is not entitled to indemnificationthe Company, and with respect to any criminal proceedingProceeding, shall not create a presumption that such person believed that his had no reasonable cause to believe the Indemnitee’s conduct was unlawful. The (b) Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided herein shall be applicable whether or not the breach in this Section 1(b) if, by reason of any standard of care or dutyher Corporate Status, including a breach of a fiduciary duty, of the Indemnitee is, or is alleged threatened to be made, a party to or proven, except as limited by Section 3 herein. Notwithstanding the foregoing, participant in the case of any Indemnifiable Matter Proceeding brought by or in the right of the CorporationCompany. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be entitled to indemnification for made in respect of any claim, issue, issue or matter in such Proceeding as to which Indemnitee has shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (a “Final Adjudication”), to be liable to the Corporation or for amounts paid in settlement to the Corporation unless, Company unless and only to the extent thatthat the Court of Chancery of the State of Delaware shall determine that such indemnification may be made. (c) Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of her Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by her or on her behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the court Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by her or on her behalf in which the Indemnifiable Matter was brought connection with each successfully resolved claim, issue or another court matter. For purposes of competent jurisdiction determines, on application, that in view of all the circumstancesthis Section and without limitation, the Indemnitee is fairly and reasonably entitled termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to indemnity for be a successful result as to such expenses as the court deems proper.claim, issue or matter. 2