Common use of Partial Indemnification Clause in Contracts

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expense, liability, and loss (including judgments, fines, ERISA excise taxes, penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred in connection with any Proceeding, or in connection with any judicial proceeding or arbitration pursuant to Section 11 to enforce rights under this Agreement, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expense, liability, and loss actually and reasonably incurred to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expense, liability, and loss (including judgments, fines, ERISA excise taxes, taxes or penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred in connection with any Proceeding, or in connection with any judicial proceeding or arbitration pursuant to Section 11 to enforce rights under this Agreement, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expense, liability, and loss actually and reasonably incurred to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement or otherwise to indemnification by the Company for some or a portion of the expenseExpenses, liabilityliabilities, and loss (including judgments, fines, ERISA excise taxes, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such liabilities, judgments, penalties, fines and amounts paid in settlement) incurred by Indemnitee or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred Indemnitee in connection with a Proceeding or any Proceedingclaim, issue or in connection with any judicial proceeding or arbitration pursuant to Section 11 to enforce rights under this Agreementmatter therein, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the that portion of such expense, liability, and loss actually and reasonably incurred thereof to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenseExpenses, liability, and loss (including judgments, fines, ERISA excise taxes, penalties, fines and amounts paid in settlement by (including without limitation all interest, assessments and other charges paid or on behalf payable in connection with or in respect of the Indemniteesuch Expenses, judgments, penalties, fines and Expensesamounts paid in settlement) actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any Proceedingclaim, issue or in connection with any judicial proceeding or arbitration pursuant to Section 11 to enforce rights under this Agreementmatter therein, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expense, liability, and loss actually and reasonably incurred to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expense, liability, and loss (including judgments, fines, ERISA excise taxes, taxes or penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred in connection with any Proceeding, or in connection with any judicial proceeding or arbitration pursuant to Section 11 to enforce rights under this Agreement, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expense, liability, and loss actually and reasonably incurred to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expense, liability, liability and loss (including judgments, fines, ERISA excise taxes, taxes or penalties, amounts paid in settlement by or on behalf of the Indemnitee, Indemnitee and Expenses) actually and reasonably incurred in connection with any Proceeding, or in connection with any judicial proceeding or arbitration pursuant to Section 11 to enforce rights under this Agreement, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expense, liability, liability and loss actually and reasonably incurred to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expense, liability, and loss (including judgments, fines, ERISA excise taxes, penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred in connection with any Proceeding, or in connection with any judicial proceeding or arbitration pursuant to Section 11 10 to enforce rights under this Agreement, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expense, liability, and loss actually and reasonably incurred to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expense, liability, liability and loss (including judgments, fines, ERISA excise taxes, taxes or penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred or suffered in connection with any Proceeding, Proceeding (including a Proceeding brought by or in connection with any judicial proceeding or arbitration pursuant to Section 11 to enforce rights under this Agreementon behalf of the Company), but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expense, liability, liability and loss actually and reasonably incurred or suffered to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expense, liability, liability and loss (including judgments, fines, ERISA excise taxes, taxes or penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred or suffered in connection with any Proceeding, or in connection with any judicial proceeding or arbitration pursuant to Section 11 10 to enforce rights under this Agreement, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expense, liability, liability and loss actually and reasonably incurred or suffered to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expense, liability, and loss (including judgments, fines, ERISA excise taxes, penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred in connection with any Proceeding, or in connection with any judicial proceeding or arbitration pursuant to Section 11 to enforce rights under this Agreement, but not, however, for all of the total amount thereof, the Company Indemnitor shall nevertheless indemnify the Indemnitee for the portion of such expense, liability, and loss actually and reasonably incurred to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement or otherwise to indemnification by any of the Company Companies for some or a portion of the expenseExpenses, liabilityliabilities, and loss (including judgments, fines, ERISA excise taxes, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such liabilities, judgments, penalties, fines and amounts paid in settlement) incurred by Indemnitee or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred Indemnitee in connection with a Proceeding or any Proceedingclaim, issue or in connection with any judicial proceeding or arbitration pursuant to Section 11 to enforce rights under this Agreementmatter therein, but not, however, for all of the total amount thereof, the Company Companies shall nevertheless indemnify the Indemnitee for the that portion of such expense, liability, and loss actually and reasonably incurred thereof to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expense, liability, and loss (including judgments, fines, ERISA excise taxes, taxes or penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred in connection with any Proceeding, or in connection with any judicial proceeding or arbitration pursuant to Section 11 10 to enforce rights under this Agreement, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expense, liability, and loss actually and reasonably incurred to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenseany expenses or liabilities of any type whatsoever (including, liabilitybut not limited to, and loss (including judgments, fines, ERISA excise taxes, taxes or penalties, and amounts paid in settlement settlement) incurred by him or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred her in connection with any Proceeding, or in connection with any judicial a proceeding or arbitration pursuant to Section 11 to enforce rights under this Agreement, but notnot entitled, however, to indemnification for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion of such expense, liability, and loss actually and reasonably incurred thereof to which the Indemnitee is entitlednot entitled to indemnification.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expense, liability, and loss (including judgments, fines, ERISA excise taxes, taxes or penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred in connection with any Proceeding, or in connection with any judicial proceeding or arbitration pursuant to Section 11 4 to enforce rights under this Agreement, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expense, liability, and loss actually and reasonably incurred to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenseany expenses or liabilities of any type whatsoever (including, liabilitybut not limited to, and loss (including judgments, fines, ERISA excise taxes, penalties, taxes or penalties and amounts paid in settlement) incurred by The Indemnitee in the investigation, defense, settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred in connection with any Proceedingappeal of, or being a witness in connection with any judicial or participating in (including on appeal), or preparing to defend, to be a witness in or to participate in, a proceeding or arbitration pursuant to Section 11 to enforce rights under this Agreement, but notthe Indemnitee is not entitled, however, to indemnification for all of the total amount thereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion of such expense, liability, and loss actually and reasonably incurred thereof to which the Indemnitee is entitlednot entitled to indemnification.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement agreement to indemnification by the Company for some or a portion of the expenseExpenses, liability, and loss (including judgments, fines, ERISA excise taxes, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, penalties, fines and amounts paid in settlement) incurred by Indemnitee or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred Indemnitee in connection with such Proceeding or any Proceedingclaim, issue or in connection with any judicial proceeding or arbitration pursuant to Section 11 to enforce rights under this Agreementmatter therein, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the that portion of such expense, liability, and loss actually and reasonably incurred thereof to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expense, liability, and loss (including judgments, fines, ERISA excise taxes, penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred in connection with any Proceeding, or in connection with any judicial proceeding or arbitration pursuant to Section 11 ‎0 below to enforce rights under this Agreement, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expense, liability, and loss actually and reasonably incurred to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenseany expenses or liabilities of any type whatsoever (including, liabilitybut not limited to, and loss (including judgments, fines, forfeitures, attorneys' fees, ERISA excise and other taxes, penalties, and amounts paid or to be paid in settlement by or on behalf of the Indemnitee, and Expensessettlement) actually and reasonably incurred by the Indemnitee in connection with any Proceedingthe investigation, defense, settlement or appeal of a proceeding, or under the circumstances described in connection with any judicial proceeding or arbitration pursuant to Section 11 to enforce rights under this Agreement4(b) hereof, but notnot entitled, however, to indemnification for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee such person for such total amount except as to the portion of such expense, liability, and loss actually and reasonably incurred thereof to which the Indemnitee is not entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company Frontier for some or a portion of the expense, liability, and loss (including judgments, fines, ERISA excise taxes, penalties, amounts paid in settlement by or on 4 behalf of the Indemnitee, and Expenses) actually and reasonably incurred in connection with any Proceeding, or in connection with any judicial proceeding or arbitration pursuant to Section 11 to enforce rights under this Agreement, but not, however, for all of the total amount thereof, the Company Frontier shall nevertheless indemnify the Indemnitee for the portion of such expense, liability, and loss actually and reasonably incurred to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expense, liability, and loss (including judgments, fines, ERISA excise taxes, penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred in connection with any Proceeding, or in connection with any judicial proceeding or arbitration pursuant to Section 11 to enforce rights under this Agreement, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expense, liability, and loss actually and reasonably incurred to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expense, liability, liability and loss (including judgments, fines, ERISA excise taxes, penalties, amounts paid in settlement by or on behalf of the Indemnitee, Indemnitee and Expenses) actually and reasonably incurred in connection with any Proceeding, or in connection with any judicial proceeding or arbitration pursuant to Section 11 to enforce rights under this Agreement, but not, however, not for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expense, liability, liability and loss actually and reasonably incurred to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expense, liability, and loss (including judgments, fines, ERISA excise taxes, penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred in connection with any Proceeding, or in connection with any judicial proceeding or arbitration pursuant to Section 11 below to enforce rights under this Agreement, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expense, liability, and loss actually and reasonably incurred to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expense, liability, and loss (including judgments, fines, ERISA excise taxes, taxes or penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred in connection with any Proceeding, claim, issue or matter, or in connection with any judicial proceeding or arbitration pursuant to Section 11 to enforce rights under this Agreement, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expense, liability, and loss actually and reasonably incurred to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expense, liability, and or loss (including judgments, fines, ERISA excise taxes, penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred in connection with any Proceeding, or in connection with any judicial proceeding or arbitration pursuant to Section 11 to enforce rights under this Agreement, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expense, liability, and or loss actually and reasonably incurred to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company Corporation for some or a portion of the expense, liability, and loss (including judgments, fines, ERISA excise taxes, penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred in connection with any Proceeding, or in connection with any judicial proceeding or arbitration pursuant to Section 11 to enforce rights under this Agreement, but not, however, for all of the total amount thereof, the Company Corporation shall nevertheless indemnify the Indemnitee for the portion of such expense, liability, and loss actually and reasonably incurred to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expense, liability, and loss (including judgments, fines, ERISA excise taxes, penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred in connection with any Proceeding, or in connection with any judicial proceeding or arbitration pursuant to Section 11 to enforce rights under this Agreement, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expense, liability, and loss actually and reasonably incurred to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenseExpenses, liabilityjudgments, and loss (including judgmentspenalties, fines, ERISA excise taxes, penalties, and amounts paid in settlement (by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred in connection with any Proceeding, or in connection with any judicial proceeding or arbitration pursuant to Section 11 9 to enforce rights under this Agreement, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expense, liability, and loss actually and reasonably incurred to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expense, liability, and loss (including judgments, fines, ERISA excise taxes, taxes or penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred in connection with any Proceeding, claim, issue or matter, or in connection with any judicial proceeding or arbitration pursuant to Section 11 12 to enforce rights under this Agreement, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expense, liability, and loss actually and reasonably incurred to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenseany expenses or liabilities of any type whatsoever (including, liabilitybut not limited to, and loss (including judgments, fines, ERISA excise taxes, penalties, taxes or penalties and amounts paid in settlement) incurred by Indemnitee in the investigation, defense, settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred in connection with any Proceedingappeal of, or preparing to defend, to be a witness in connection with any judicial or to participate in, a proceeding or arbitration pursuant to Section 11 to enforce rights under this Agreement, but notthe Indemnitee is not entitled, however, to indemnification for all of the total amount thereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion of such expense, liability, and loss actually and reasonably incurred thereof to which the Indemnitee is entitlednot entitled to indemnification.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenseExpenses, liability, and loss (including judgments, fines, ERISA excise taxes, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, penalties, fines and amounts paid in settlement) incurred by Indemnitee or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred Indemnitee in connection with such Proceeding or any Proceedingclaim, issue or in connection with any judicial proceeding or arbitration pursuant to Section 11 to enforce rights under this Agreementmatter therein, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the that portion of such expense, liability, and loss actually and reasonably incurred thereof to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expense, liability, and loss (including judgments, fines, ERISA excise taxes, penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred in connection with any Proceeding, or in connection with any judicial proceeding or arbitration pursuant to Section 11 ‎11 below to enforce rights under this Agreement, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expense, liability, and loss actually and reasonably incurred to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expense, liability, ​ ​ and loss (including judgments, fines, ERISA XXXXX excise taxes, penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred in connection with any Proceeding, or in connection with any judicial proceeding or arbitration pursuant to Section 11 to enforce rights under this Agreement, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expense, liability, and loss actually and reasonably incurred to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company company for some or a portion of the expense, liability, and loss (including judgments, fines, ERISA excise taxes, taxes or penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred in connection with any Proceeding, or in connection with any judicial proceeding or arbitration pursuant to Section 11 10 to enforce rights under this Agreement, but not, however, for all of the total amount thereof, the Company company shall nevertheless indemnify the Indemnitee for the portion of such expense, liability, and loss actually and reasonably incurred to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenseExpense, liability, and loss (including judgments, fines, ERISA excise taxes, penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred in connection with any Proceeding, or in connection with any judicial proceeding or arbitration pursuant to Section 11 to enforce rights under this Agreement, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expenseExpense, liability, and loss actually and reasonably incurred to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expense, liability, and or loss (including judgments, fines, ERISA excise taxes, taxes or penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred in connection with any Proceeding, or in connection with any judicial proceeding or arbitration pursuant to Section 11 to enforce rights under this Agreement, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expense, liability, and or loss actually and reasonably incurred to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expense, liability, liability and loss (including judgments, penalties, fines, ERISA excise taxes, penalties, amounts paid in settlement by or on behalf of the Indemnitee, Indemnitee and Expenses) ), actually and reasonably incurred in connection with any Proceeding, or in connection with any judicial proceeding or arbitration pursuant to Section 11 10 to enforce rights under this Agreement, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expense, liability, and liability or loss actually and reasonably incurred to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expense, liability, and loss (including judgments, fines, ERISA excise taxes, penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred in connection with any Proceeding, or in connection with any judicial proceeding or arbitration pursuant to Section 11 below to enforce rights under this Agreement, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expense, liability, and loss actually and reasonably incurred to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expense, liability, and loss (including judgments, fines, ERISA excise taxes, taxes or penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred in connection with any Proceeding, or in connection with any judicial proceeding or arbitration pursuant to Section 11 to enforce rights under this Agreement, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expenseExpense, liability, and loss actually and reasonably incurred to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expense, liability, and loss liability (including judgments, fines, ERISA excise taxes, taxes or penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred in connection with any Proceeding, or in connection with any judicial proceeding or arbitration pursuant to Section 11 to enforce rights under this Agreement, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expense, liability, and loss actually and reasonably liability incurred to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenseExpenses, liability, and loss (including judgments, fines, ERISA excise taxes, penalties, fines and amounts paid in settlement by (including without limitation all interest, assessments and other charges paid or on behalf payable in connection with or in respect of the Indemniteesuch Expenses, judgments, penalties, fines and Expensesamounts paid in settlement) actually and reasonably incurred by the Indemnitee or on the Indemnitee's behalf in connection with such Proceeding or any Proceedingclaim, issue or in connection with any judicial proceeding or arbitration pursuant to Section 11 to enforce rights under this Agreementmatter therein, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expense, liability, and loss actually and reasonably incurred to which the Indemnitee is entitled.

Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenseany expenses or liabilities of any type whatsoever (including, liabilitybut not limited to, and loss (including judgments, fines, ERISA excise taxes, penalties, penalties and amounts paid in settlement) incurred by the Indemnitee in the investigation, defense, settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred in connection with any Proceedingappeal of, or being a witness in connection with any judicial or participating in (including on appeal), or preparing to defend, to be a witness in or to participate in, a proceeding or arbitration pursuant to Section 11 to enforce rights under this Agreement, but notthe Indemnitee is not entitled, however, to indemnification for all of the total amount thereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion of such expense, liability, and loss actually and reasonably incurred thereof to which the Indemnitee is entitlednot entitled to indemnification.