Common use of Agreement to Indemnify Clause in Contracts

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). (b) Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "“Indemnifiable Expenses" ” and "“Indemnifiable Liabilities," ” respectively, and collectively as "“Indemnifiable Amounts"”). (b) Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "“Indemnifiable Expenses" ” and "“Indemnifiable Liabilities," ” respectively, and collectively as "“Indemnifiable Amounts"”). (b) Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses. (c) If Indemnitee, in connection with Indemnitee’s Corporate Status, is compelled or asked to be a witness in connection with any Proceeding but is not otherwise a Party or threatened to be made a party to such Proceeding, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Agreement to Indemnify. The Company agrees Companies agree to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of one or more of the CompanyCompanies) by reason of Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company Companies against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "“Indemnifiable Expenses" ” and "“Indemnifiable Liabilities," ” respectively, and collectively as "“Indemnifiable Amounts"”). (b) Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of one or more of the Company Companies to procure a judgment in its favor by reason of Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company Companies against all Indemnifiable Expenses.

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Proceedings Other Than By or In the Right of the Company. Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "“Indemnifiable Expenses" ” and "“Indemnifiable Liabilities," ” respectively, and collectively as "“Indemnifiable Amounts"”). (b) Proceedings By or In the Right of the Company. Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) belowthis Agreement, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities actually incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "“Indemnifiable Expenses" ” and "“Indemnifiable Liabilities," ” respectively, and collectively as "“Indemnifiable Amounts"”). (b) Subject to the exceptions contained in this Agreement, including Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). (b) Subject To the extent permitted by applicable law and subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Agreement to Indemnify. The Company agrees to indemnify the Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if the Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of the Indemnitee's Corporate Status, or by reason of any personal guarantee provided by the Indemnitee or any Entity controlled by the Indemnitee with respect to any obligation of the Company, the Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by the Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," ", respectively, and collectively as "Indemnifiable Amounts"). (b) Subject To the fullest extent permitted by applicable law and subject to the exceptions contained in Section 4(b) below, if the Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the Indemnitee's Corporate Status, the Indemnitee shall be indemnified by the Company against all Indemnifiable ExpensesExpenses as well as against any amount paid by Indemnitee in settlement of the Proceeding.

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) and 4(c) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "“Indemnifiable Expenses" ” and "“Indemnifiable Liabilities," ” respectively, and collectively as "“Indemnifiable Amounts"”). (b) Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's ’s Corporate Status, Indemnitee shall shall, to the extent permitted by applicable law, be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "“Indemnifiable Expenses" ” and "“Indemnifiable Liabilities," ” respectively, and collectively as "“Indemnifiable Amounts"”). (b) Subject To the extent permitted by applicable law and subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Agreement to Indemnify. The Subject to the requirements of applicable law, the Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). (b) Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Agreement to Indemnify. The Company Corporation agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is becomes a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the CompanyCorporation) from and after the Effective Date by reason of Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company Corporation against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "“Indemnifiable Expenses" ” and "“Indemnifiable Liabilities," ” respectively, and collectively as "“Indemnifiable Amounts"”). (b) Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is becomes a party or is threatened to be made a party to any Proceeding from and after the Effective Date by or in the right of the Company Corporation to procure a judgment in its favor by reason of Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company Corporation against all Indemnifiable Expenses.

Agreement to Indemnify. The To the extent permitted by applicable law and subject to the exceptions contained in Section 4 below, the Company agrees to indemnify the Indemnitee as follows: (a) Subject to If the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of the Indemnitee's ’s Corporate Status, the Indemnitee shall be indemnified by the Company against all Expenses and Liabilities liabilities actually and reasonably incurred or paid by the Indemnitee in connection with such Proceeding (referred to herein as "“Indemnifiable Expenses" ” and "“Indemnifiable Liabilities," ” respectively, and collectively as "“Indemnifiable Amounts"”); provided, however, that any settlement of a Proceeding must be approved in advance in writing by the Company. (b) Subject to If the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the Indemnitee's ’s Corporate Status, the Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company to the fullest extent permitted by law against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). (b) Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company to the fullest extent permitted by law against all Indemnifiable Expenses.

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable ExpensesINDEMNIFIABLE EXPENSES" and "Indemnifiable LiabilitiesINDEMNIFIABLE LIABILITIES," respectively, and collectively as "Indemnifiable AmountsINDEMNIFIABLE AMOUNTS"). (b) Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as ---------------------- follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). (b) Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Agreement to Indemnify. The To the extent permissible under applicable law, the Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below2(a), if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "“Indemnifiable Expenses" ” and "“Indemnifiable Liabilities," ” respectively, and collectively as "“Indemnifiable Amounts"”). (b) Subject to the exceptions contained in Section 4(b) below2(b), if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Agreement to Indemnify. The Company Companies hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time, as follows: (a) Subject to the exceptions contained in Section 4(a10(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action a Proceeding by or in the right of any of the CompanyCompanies) by reason of Indemnitee's Corporate ’s Company Status, Indemnitee shall be indemnified by the Company Companies against all Expenses Expenses, judgments, penalties, fines and Liabilities amounts paid in settlement actually and reasonably incurred by him, or paid by Indemnitee on his behalf, in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectivelyor any claim, and collectively as "Indemnifiable Amounts")issue or matter therein. (b) Subject to the exceptions contained in Section 4(b10(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of any of the Company Companies to procure a judgment in its favor by reason of Indemnitee's Corporate ’s Company Status, Indemnitee shall be indemnified by the Company Companies against all Indemnifiable ExpensesExpenses incurred or paid by the Indemnitee in connection with such Proceedings.

Agreement to Indemnify. 3.1 The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a4.1(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "“Indemnifiable Expenses" ” and "“Indemnifiable Liabilities," ” respectively, and collectively as "“Indemnifiable Amounts"”). (b) Subject To the extent permitted by applicable law and subject to the exceptions contained in Section 4(b4.1(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses. Notwithstanding the foregoing, Indemnitee shall have no right to indemnification for Expenses and the payment of the profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute.

Agreement to Indemnify. The Company agrees to shall indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party party, or is threatened to be made a party party, to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company shall, to the extent permitted by applicable law, indemnify Indemnitee against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). (b) Subject To the extent permitted by applicable law and subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party party, or is threatened to be made a party party, to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company shall indemnify Indemnitee against all Indemnifiable Expenses.

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). (b) Subject to the exceptions contained in Section 4(b4(10) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the exceptions contained rights of indemnification provided in this Section 4(a2(a) belowif, if by reason of Indemnitee’s Corporate Status, Indemnitee was or is a party is, or is threatened to be made made, a party to or participant in any Proceeding (other than an action a Proceeding by or in the right of the Company) Company or a Proceeding instituted by reason Indemnitee pursuant to Section 9 of this Agreement to enforce Indemnitee's Corporate Status’s rights under this Agreement. Pursuant to this Section 2(a), Indemnitee shall be indemnified by the Company against all Expenses and Liabilities actually incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). (b) Subject to the exceptions contained in Section 4(b) belowProceeding, if Indemnitee was or is acted in good faith and in a party or is threatened manner Indemnitee reasonably believed to be made a party in or not opposed to any Proceeding by or in the right best interests of the Company and, with respect to procure a judgment in its favor by reason of any criminal Proceeding, had no reasonable cause to believe Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses’s conduct was unlawful.

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Proceedings Other Than By or In the Right of the Company. Subject to the exceptions contained in Section 4(a3(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action a Proceeding by or in the right of the Company) by reason of Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "“Indemnifiable Expenses" ” and "“Indemnifiable Liabilities," ” respectively, and collectively as "“Indemnifiable Amounts"”). (b) Proceedings By or In the Right of the Company. Subject to the exceptions contained in Section 4(b3(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable ExpensesINDEMNIFIABLE EXPENSES" and "Indemnifiable LiabilitiesINDEMNIFIABLE LIABILITIES," respectively, and collectively as "Indemnifiable AmountsINDEMNIFIABLE AMOUNTS"). (b) Subject To the extent permitted by applicable law and subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Agreement to Indemnify. The Company agrees to indemnify the Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if the Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of the Indemnitee's ’s Corporate Status, the Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by the Indemnitee in connection with such Proceeding (referred to herein as "“Indemnifiable Expenses" ” and "“Indemnifiable Liabilities," ”, respectively, and collectively as "“Indemnifiable Amounts"”). (b) Subject To the fullest extent permitted by applicable law and subject to the exceptions contained in Section 4(b) below, if the Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the Indemnitee's ’s Corporate Status, the Indemnitee shall be indemnified by the Company against all Indemnifiable ExpensesExpenses as well as against any amount paid by Indemnitee in settlement of the Proceeding.

Agreement to Indemnify. The Company agrees to indemnify Indemnitee Indeninitee ---------------------- as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). (b) Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's Corporate Status, Indemnitee shall shall, to the extent permitted by applicable law, be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). (b) Subject To the extent permitted by applicable law and subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Agreement to Indemnify. The Company agrees to indemnify Indemnitee ---------------------- as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). (b) Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Agreement to Indemnify. The Subject to the requirements of applicable law, the Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," ", respectively, and collectively as "Indemnifiable Amounts"). (b) Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was was, is or is believes in good faith that he or she will be made a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). (b) Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is becomes a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) from and after the Effective Date by reason of Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "“Indemnifiable Expenses" ” and "“Indemnifiable Liabilities," ” respectively, and collectively as "“Indemnifiable Amounts"”). (b) Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is becomes a party or is threatened to be made a party to any Proceeding from and after the Effective Date by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Agreement to Indemnify. The Company agrees to indemnify the Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if the Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of the Indemnitee's Corporate Status, the Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by the Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," ", respectively, and collectively as "Indemnifiable Amounts"). (b) Subject To the fullest extent permitted by applicable law and subject to the exceptions contained in Section 4(b) below, if the Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the Indemnitee's Corporate Status, the Indemnitee shall be indemnified by the Company against all Indemnifiable ExpensesExpenses as well as against any amount paid by Indemnitee in settlement of the Proceeding.

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or party, is threatened to be made a party party, or reasonably anticipates being made a party, to any Proceeding (other than an action by or in the right of the Company) by reason of of, or in connection with, Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "“Indemnifiable Expenses" ” and "“Indemnifiable Liabilities," ” respectively, and collectively as "“Indemnifiable Amounts"”). (b) Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party party, or reasonably anticipates being made a party, to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of of, or in connection with, Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) belowthis Agreement, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities actually incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). (b) Subject to the exceptions contained in this Agreement, including Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) and Section 6 below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). (b) Subject to the exceptions contained in Section 4(b) and Section 6 below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). (b) Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses. (c) If Indemnitee, in connection with Indemnitee's Corporate Status, is compelled or asked to be a witness in connection with any Proceeding but is not otherwise a Party or threatened to be made a party to such Proceeding, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the exceptions contained rights of indemnification provided in this Section 4(a2(a) belowif, if by reason of Indemnitee’s Corporate Status, Indemnitee was or is a party is, or is threatened to be made made, a party to or participant in any Proceeding (other than an action a Proceeding by or in the right of the Company) Company or a Proceeding instituted by reason Indemnitee pursuant to Section 9 of this Agreement to enforce Indemnitee's Corporate Status’s rights under this Agreement. Pursuant to this Section 2(a), Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). (b) Subject to the exceptions contained in Section 4(b) belowProceeding, if Indemnitee was or is acted in good faith and in a party or is threatened manner Indemnitee reasonably believed to be made a party in or not opposed to any Proceeding by or in the right best interests of the Company and, with respect to procure a judgment in its favor by reason of Indemnitee's Corporate Statusany criminal Proceeding, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenseshad no reasonable cause to believe I▇▇▇▇▇▇▇▇▇’s conduct was unlawful.

Agreement to Indemnify. 3.1 The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) 4.1 below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "“Indemnifiable Expenses" ” and "“Indemnifiable Liabilities," ”, respectively, and collectively as "“Indemnifiable Amounts"”). (b) Subject To the extent permitted by applicable law and subject to the exceptions contained in Section 4(b) 4.1 below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable ExpensesExpenses and Indemnifiable Liabilities. (c) If the Investor is threatened to be made a party to, or a participant in, any Proceeding, and the Investor’s involvement in the Proceeding arises from the Indemnitee’s Corporate Status, then the Investor shall be entitled to all of the indemnification rights and remedies, and shall to the extent indemnified hereunder, undertake the obligations of the Indemnitee, under this Deed to the same extent as Indemnitee.

Agreement to Indemnify. The Company agrees to indemnify the Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if the Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of the Indemnitee's Corporate Status, or by reason of any personal guarantee provided by the Indemnitee with respect to any obligation of the Company, the Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by the Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," ", respectively, and collectively as "Indemnifiable Amounts"). (b) Subject To the fullest extent permitted by applicable law and subject to the exceptions contained in Section 4(b) below, if the Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the Indemnitee's Corporate Status, the Indemnitee shall be indemnified by the Company against all Indemnifiable ExpensesExpenses as well as against any amount paid by Indemnitee in settlement of the Proceeding.

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to referredto herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). (b) Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Agreement to Indemnify. The To the fullest extent permitted by Colorado law, the Company agrees to indemnify Indemnitee as follows: (a) Proceedings Other Than By or In the Right of the Company. Subject to the exceptions contained in Section 4(a5(a) below, if Indemnitee was or is a party or is threatened to be made a party to to, or is otherwise involved in, as a witness or otherwise, any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred incurred, suffered or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," ", respectively, and collectively as "Indemnifiable Amounts"). (b) Proceedings By or In the Right of the Company. Subject to the exceptions contained in Section 4(b5(b) below, if Indemnitee was or is a party or is threatened to be made a party to to, or is otherwise involved in, as a witness or otherwise, any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable ExpensesAmounts.

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as ---------------------- follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an in action by or in the right of the Company) by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). (b) Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows: (a) Subject to the exceptions contained in Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as "“Indemnifiable Expenses" ” and "“Indemnifiable Liabilities," ”, respectively, and collectively as "“Indemnifiable Amounts"”). (b) Subject To the extent permitted by applicable law and subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee's ’s Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.