Common use of Indemnification of Executive Clause in Contracts

Indemnification of Executive. The Company agrees to indemnify Executive in connection with the performance of his duties and obligations hereunder to the maximum extent permitted by applicable law. In addition, expenses of defense which may be indemnifiable under applicable law shall be paid by the Company in advance of the final disposition of a proceeding, provided that Executive agrees to repay such amount if he is later found not entitled to be indemnified as authorized by applicable law. As a condition to the Company's obligation of indemnification hereunder, Executive shall provide the Company with written notice of any claim for which indemnification will be sought as promptly as practicable after learning thereof, stating the identity of the claimant, the nature and basis of the claim and the amount thereof, and copies of all notices and documents received by Executive in connection with the claim. Thereafter, as a condition of the Company's obligation of indemnification, Executive shall cooperate in the defense of the claim by the Company, and shall provide the Company with all additional information and copies of documents received by him, or otherwise in his possession, related to the claim. The Company will promptly assume the defense of a claim against Executive, unless the claim is properly determined by the Company not be indemnifiable under this Agreement or applicable law. Executive may challenge the Company's determination as to the indemnifiable nature of the claim and during the pendency of such challenge, the Company shall provide such defense at its expense provided that Executive provides a written agreement, reasonably satisfactory to the Company, obligating Executive to reimburse all costs and expenses incurred by the Company in the event the Company's determination as to the unindemnifiable nature of the claim is upheld. Except as otherwise provided herein, the Company will defend Executive at the Company's sole cost and expense utilizing counsel of the Company's choice, reasonably acceptable to Executive. Executive may also participate in the defense utilizing his own counsel at Executive's sole expense. In the event the Company does not assume the defense of Executive as required herein, Executive may assume such defense by written notice to the Company and the Company shall be obligated to advance Executive's reasonable costs and expenses of counsel reasonably acceptable to the Company, and the action (including experts), subject to Executive's contingent obligation to repay such expenses if the claim is not indemnifiable. Executive will not independently consent to the settlement of any claim without the prior written consent of the Company, which will not be unreasonably withheld. The Company will not independently consent to the settlement of any claim without Executive's prior written consent which will not be unreasonably withheld.

Indemnification of Executive. The (a) Executive is hereby entitled to indemnification for Executive’s acts or omissions in Executive’s capacity as an Executive or officer of the Company agrees to the same extent as the Company’s other senior vice presidents and in the manner provided by the Company’s bylaws. In addition the Company shall indemnify Executive in connection with the performance for any damages suffered or incurred by Executive as a result of his duties and obligations hereunder to the maximum extent permitted by applicable law. In addition, expenses serving as an Officer of defense which may be indemnifiable under applicable law shall be paid by the Company in advance of the final disposition of a proceeding, provided that Executive agrees has acted honestly and in good faith with a view to repay such amount if he is later found not entitled the best interest of the Company. Within ten (10) days after receipt of a claim for indemnification accompanied by evidence of the liability or expense subject to indemnification, the Company shall pay or cause to be indemnified as authorized by applicable lawpaid the indemnification claim. As a condition Executive shall give notice to the Company's obligation of indemnification hereunder, Company no later than ten (10) days after such Executive shall provide the Company have been served with written notice of any claim that may give rise to a claim for which indemnification will be sought as promptly as practicable after learning indemnification. (b) Subject to any rights of or duties to any insurer, reinsurer or other third party having liability for any claim made or brought against Executive, the Company shall have the right, at its option, to assume, at its own expense, the control of the defense thereof, stating including the identity employment of legal counsel reasonably satisfactory to Executive. If the claimant, Company exercises the nature and basis of the claim and the amount thereof, and copies of all notices and documents received by Executive in connection with the claim. Thereafter, as a condition of the Company's obligation of indemnificationforegoing right, Executive shall cooperate with the Company and make available to it all information under the control of Executive, which is relevant to the claim. If the Company does not exercise the foregoing right, Executive shall keep the Company reasonably apprised of the progress of the defense of the claim. Nothing herein shall preclude Executive, at Executive’s expense, from employing legal counsel of Executive’s choosing to participate in the defense of the any claim made or brought against Executive in addition to legal counsel employed by the Company, and shall provide . (c) If the Company with all additional information and copies elects to assume control of documents received by him, or otherwise in his possession, related to the claim. The Company will promptly assume the defense of a claim against Executive, unless the claim is properly determined by the Company not be indemnifiable under this Agreement or applicable law. Executive may challenge the Company's determination as to the indemnifiable nature of the claim and during the pendency of such challengeany claim, the Company shall provide not settle or compromise the claim for and on behalf of Executive without the written consent of Executive; provided, however, that if the Company receives an offer of settlement or compromise from the other party or parties to the claim in a particular amount or obtains a commitment from such defense at its expense provided party or parties to accept a compromise or settlement in such amount if offered, and if such settlement or compromise requires only the payment of such amount, the granting of an appropriate release or similar accommodation, and no other relief, and Executive refuses to consent thereto and elects to continue to defend the claim, then the extent of the indemnity to which Executive shall be entitled hereunder shall be limited to such amount and the legal fees and expenses that Executive provides a written agreement, reasonably satisfactory would have been entitled to the Company, obligating Executive to reimburse all costs and expenses incurred by receive from the Company in the event the Company's determination as if such compromise or settlement had been accepted. (d) This indemnification obligation shall continue notwithstanding that Executive has ceased to the unindemnifiable nature of the claim is upheld. Except as otherwise provided herein, the Company will defend Executive at the Company's sole cost and expense utilizing counsel be an officer or employee of the Company's choice, reasonably acceptable to Executive. Executive may also participate in the defense utilizing his own counsel at Executive's sole expense. In the event the Company does not assume the defense of Executive as required herein, Executive may assume such defense by written notice to the Company and the Company shall be obligated to advance Executive's reasonable costs and expenses of counsel reasonably acceptable to the Company, and the action (including experts), subject to Executive's contingent obligation to repay such expenses if the claim is not indemnifiable. Executive will not independently consent to the settlement of any claim without the prior written consent of the Company, which will not be unreasonably withheld. The Company will not independently consent to the settlement of any claim without Executive's prior written consent which will not be unreasonably withheld.

Indemnification of Executive. The Except as otherwise provided by applicable law, while Executive is employed by Company agrees and thereafter while potential liability exists (but in no event less than five (5) years after termination), in the event Executive is made a party to any threatened, pending, or contemplated action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by Company against Executive), by reason of the fact that Executive is or was performing services under this Agreement (or if all such events pre-dated Executive’s employment or other association with the Company), then Company shall indemnify Executive in connection with the performance of his duties and obligations hereunder to the maximum fullest extent permitted by applicable law. In additionlaw against all expenses (including reasonable attorneys’ fees), expenses of defense which may be indemnifiable under applicable law shall be paid by the Company in advance of the final disposition of a proceedingjudgments, provided that Executive agrees to repay such amount if he is later found not entitled to be indemnified as authorized by applicable law. As a condition to the Company's obligation of indemnification hereunder, Executive shall provide the Company with written notice of any claim for which indemnification will be sought as promptly as practicable after learning thereof, stating the identity of the claimant, the nature and basis of the claim and the amount thereoffines, and copies of all notices and documents received amounts paid in settlement, that are reasonably incurred by Executive in connection therewith. To the extent that the British Columbia Business Corporations Act (the “BCA”) applies, Executive shall not be indemnified where prohibited by the BCA including where the Executive did not act honestly and in good faith with a view to the claim. Thereafter, as a condition best interests of the Company's obligation of indemnification, Executive shall cooperate in the defense of the claim by the Company, and shall provide the Company with all additional information and copies of documents received by him, or otherwise in his possession, related to the claim. The Company will promptly assume the defense of a claim against Executive, unless the claim is properly determined by the Company not be indemnifiable under this Agreement or applicable law. Executive may challenge the Company's determination as to the indemnifiable nature of the claim and during the pendency of such challengeproceeding other than a civil proceeding, the Company shall provide such defense at its expense provided Executive did not have reasonable grounds for believing that Executive provides a written agreement, reasonably satisfactory to the Company, obligating Executive to reimburse all costs and expenses incurred by Executive’s conduct in respect of which the Company in the event the Company's determination as to the unindemnifiable nature of the claim proceeding is upheld. Except as otherwise provided herein, the Company will defend Executive at the Company's sole cost and expense utilizing counsel of the Company's choice, reasonably acceptable to Executive. Executive may also participate in the defense utilizing his own counsel at Executive's sole expensebrought was lawful. In the event that both Executive and Company are made a party to the same third party action, complaint, suit, or proceeding, Company does will engage competent legal representation, and Executive will use the same representation, provided that if counsel selected by Company shall have a conflict of interest that prevents such counsel from representing Executive, then Company shall engage separate counsel on Executive’s behalf, and subject to the provisions of this Section 5.1, Company will pay all reasonable attorneys’ fees and disbursements of such separate counsel whether or not assume a formal lawsuit or other proceeding actually is commenced, together with any other expenses or costs Executive may incur in connection therewith, within thirty (30) business days of Executive’s submission to Company of documentation substantiating any such fees, costs or expenses, including without limitation, expert and other witness’ fees, travel and lodging, as the defense of Executive as required hereincase may be. Notwithstanding the foregoing, Executive may assume such defense by written notice agrees that prior to the Company and the Company shall be obligated to advance Executive's reasonable costs and expenses of counsel reasonably acceptable to the Companyreceiving an advancement under this Section 5.1, and the action (including experts), subject to Executive's contingent obligation he will sign an undertaking in which he promises to repay such expenses any funds advanced hereunder if it is later determined that he did not meet the claim is not indemnifiable. Executive will not independently consent to the settlement of any claim without the prior written consent of the Company, which will not be unreasonably withheld. The Company will not independently consent to the settlement of any claim without Executive's prior written consent which will not be unreasonably withheldstandard for indemnification under applicable law.

Indemnification of Executive. The (a) Executive is hereby entitled to indemnification for Executive’s acts or omissions in Executive’s capacity as an Executive or officer of the Company agrees to the same extent as the Company’s other senior Executives and in the manner provided by the Company’s bylaws. In addition the Company shall indemnify Executive in connection with the performance for any damages suffered or incurred by Executive as a result of his duties and obligations hereunder to the maximum extent permitted by applicable law. In addition, expenses serving as an Officer of defense which may be indemnifiable under applicable law shall be paid by the Company in advance of the final disposition of a proceeding, provided that Executive agrees has acted honestly and in good faith with a view to repay such amount if he is later found not entitled the best interest of the Company. Within ten (10) days after receipt of a claim for indemnification accompanied by evidence of the liability or expense subject to indemnification, the Company shall pay or cause to be indemnified as authorized by applicable lawpaid the indemnification claim. As a condition Executive shall give notice to the Company's obligation of indemnification hereunder, Company no later than ten (10) days after such Executive shall provide the Company hall have been served with written notice of any claim that may give rise to a claim for which indemnification will be sought as promptly as practicable after learning indemnification. (b) Subject to any rights of or duties to any insurer, reinsurer or other third party having liability for any claim made or brought against Executive, the Company shall have the right, at its option, to assume, at its own expense, the control of the defence thereof, stating including the identity employment of legal counsel reasonable satisfactory to Executive. If the claimant, Company exercised the nature and basis of the claim and the amount thereof, and copies of all notices and documents received by Executive in connection with the claim. Thereafter, as a condition of the Company's obligation of indemnificationforegoing right, Executive shall cooperate in the defense of the claim by with the Company, and shall provide make available to it all information under the Company with all additional information and copies control of documents received by himthe Executive, or otherwise in his possession, related which is relevant to the claim. The If the Company will promptly assume does not exercise the defense foregoing right, Executive shall keep the Company reasonably apprised of a claim against the progress of the defence of the claim. Nothing herein shall preclude Executive, unless at Executive’s expense, from employing legal counsel of Executive’s choosing to participate in the defence of any claim is properly determined made or brought against Executive in addition to legal counsel employed by the Company. (c) If the Company not be indemnifiable under this Agreement or applicable law. Executive may challenge the Company's determination as elects to the indemnifiable nature assume control of the claim and during the pendency defence of such challengeany claim, the Company shall provide such defense at its expense provided that Executive provides a written agreement, reasonably satisfactory to the Company, obligating Executive to reimburse all costs and expenses incurred by the Company in the event the Company's determination as to the unindemnifiable nature of not settle or compromise the claim is upheld. Except as otherwise provided herein, the Company will defend Executive at the Company's sole cost for and expense utilizing counsel of the Company's choice, reasonably acceptable to Executive. Executive may also participate in the defense utilizing his own counsel at Executive's sole expense. In the event the Company does not assume the defense on behalf of Executive as required herein, Executive may assume such defense by written notice to the Company and the Company shall be obligated to advance Executive's reasonable costs and expenses of counsel reasonably acceptable to the Company, and the action (including experts), subject to Executive's contingent obligation to repay such expenses if the claim is not indemnifiable. Executive will not independently consent to the settlement of any claim without the prior written consent of Executive; provided, however, that if the Company, which will not be unreasonably withheld. The Company will not independently consent receives and offer of settlement or compromise from the other party or parties to the claim in a particular amount or obtains a commitment from such party or parties to accept a compromise or settlement in such amount if offered, and if such settlement or compromise requires only the payment of any claim without Executive's prior written such amount, the granting of an appropriate release or similar accommodation, and no other relief, and Executive refuses to consent thereto and elects to continue to defend the claim, then the extent of the indemnity to which will not Executive shall be unreasonably withheldentitled hereunder shall be limited to such amount and the legal fees and expenses that Executive would have been entitled to receive from the Company if such compromise or settlement had been accepted.

Indemnification of Executive. (a) The Company agrees that (i) the limitation of liability now existing in favor of Executive contained in Section 505 of the Company's Amended and Restated Articles of Incorporation and all rights to indemnification now existing in favor of Executive contained in Article VII of the Company's Bylaws, in each case as in effect on the date hereof, and (ii) any other limitation of liability or right to indemnification with respect to the Company or its Affiliates in effect on the date hereof, shall not be amended in any manner that would adversely affect the rights of Executive, unless such amendment is required by law. (b) Pursuant to the rights to indemnification referred to in Section 17(a) hereof, the Company agrees to indemnify and hold harmless Executive and his personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees to the fullest extent permitted by the laws of the Commonwealth of Pennsylvania with respect to any claim arising at any time out of any event, action or omission related to or in connection with the performance Executive having been a director, officer or employee of his duties and obligations hereunder to the maximum extent permitted by applicable law. In addition, expenses of defense which may be indemnifiable under applicable law shall be paid by the Company in advance of the final disposition of a proceeding, provided that Executive agrees to repay such amount if he is later found not entitled to be indemnified as authorized by applicable law. As a condition to the Company's obligation of indemnification hereunder, Executive shall provide the Company with written notice of any claim for which indemnification will be sought as promptly as practicable after learning thereof, stating the identity of the claimant, the nature and basis of the claim and the amount thereof, and copies of all notices and documents received by Executive in connection with the claim. Thereafter, or having served as a condition director, officer, manager or member (or in any other capacity) of another corporation or other organization at the request of the Company's obligation . This indemnification shall continue in full force and effect for a period of indemnification, Executive shall cooperate not less than the duration of all statutes of limitations applicable to such matters (or in the defense case of the claim by the Companyevents, and shall provide the Company with all additional information and copies of documents received by him, actions or otherwise in his possession, related omissions giving rise to matters which have not been resolved prior to the claim. The Company will promptly assume the defense of a claim against Executive, unless the claim is properly determined by the Company not be indemnifiable under this Agreement or applicable law. Executive may challenge the Company's determination as to the indemnifiable nature of the claim and during the pendency expiration of such challengeperiod, until such matters are finally resolved). Without limiting the foregoing, the Company shall provide such defense at its expense provided that Executive provides a written agreement, reasonably satisfactory periodically advance all reasonable expenses (including reasonable attorneys' and paralegals' fees and other costs and expenses) as incurred with respect to the Company, obligating Executive foregoing to reimburse all costs and expenses incurred the fullest extent permitted by the Company in the event the Company's determination as to the unindemnifiable nature laws of the claim is upheld. Except as otherwise provided herein, the Company will defend Executive at the Company's sole cost and expense utilizing counsel Commonwealth of the Company's choice, reasonably acceptable to ExecutivePennsylvania. Executive may also participate in the defense utilizing shall not unreasonably withhold his own counsel at Executive's sole expense. In the event the Company does not assume the defense of Executive as required herein, Executive may assume such defense by written notice to the Company and the Company shall be obligated to advance Executive's reasonable costs and expenses of counsel reasonably acceptable to the Company, and the action (including experts), subject to Executive's contingent obligation to repay such expenses if the claim is not indemnifiable. Executive will not independently consent to the settlement of any claim without for which he is entitled to be fully indemnified hereunder. To the prior written consent extent that the Company shall maintain in effect a policy of directors' and officers' liability insurance, Executive shall be covered by such policy for his actions or omissions as a director or officer in accordance with the terms of such policy to the maximum extent of coverage provided for any other director or officer of the Company, which will not be unreasonably withheld. The Company will not independently consent subject to the settlement of any claim without Executive's prior written consent which will not be unreasonably withheldpolicy exceptions applicable to directors and officers generally.

Indemnification of Executive. The Company Employer agrees to indemnify and hold harmless the Executive from and against any claims, losses, damages, expenses or liabilities (collectively, "Losses"), including without limitation legal fees and accounting fees (subject to the limitations set forth below), incurred in connection with the performance of his duties and obligations hereunder to the maximum extent permitted by applicable law. In additioninvestigating, expenses of defense which may be indemnifiable under applicable law shall be paid by the Company in advance of the final disposition of a proceedingpreparing, provided that Executive agrees to repay such amount if he is later found defending, paying, settling or compromising any action, claim; or proceeding (whether or not entitled to be indemnified as authorized by applicable law. As a condition to the Company's obligation of indemnification hereunder, Executive shall provide the Company with written notice of any claim for which indemnification will be sought as promptly as practicable after learning thereof, stating the identity of the claimant, the nature and basis of the claim and the amount thereof, and copies of all notices and documents received by Executive in connection with any pending or threatened litigation in which the claim. Thereafter, as Executive is a condition named party) to which the Executive may become subject and which is related to or arises out of the Company's obligation of indemnification, Executive shall cooperate in the defense engagement or performance of the claim services of the Executive contemplated in this Agreement. The Employer will not, however, be responsible to the Executive with respect to any Losses to the extent that a court of competent jurisdiction shall have determined by a final judgment that such Losses resulted from actions taken or omitted to be taken by the Company, and shall provide the Company with all additional information and copies of documents received by him, or otherwise in his possession, related Executive due to the claimExecutive's gross negligence or wilful misconduct. The Company Employer will promptly assume reimburse the defense Executive for Losses as such Losses are incurred or paid, notwithstanding the absence of a claim against Executive, unless the claim is properly determined by the Company not be indemnifiable under this Agreement or applicable law. Executive may challenge the Company's judicial determination as to the indemnifiable nature propriety or enforceability of the claim Employer's obligation to reimburse the Executive for such Losses and during the pendency possibility that such payments might later be held by a court of competent jurisdiction to have been improper. To the extent that any such challengeinterim reimbursement is so held to have been improper, the Company Executive shall provide such defense at its expense provided promptly return it to the Employer, together with interest, compounded annually, equal to the prime rate announced from time to time by Bank of America, San Francisco, California. The Employer also agrees that Executive provides a written agreementshall have no liability, reasonably satisfactory whether at law or in equity, to the CompanyEmployer or its affiliates, obligating directors, officers, employees, agents, advisors, representatives, control persons or stockholders, directly or indirectly, related to or arising out of the engagement or performance of the services of the Executive to reimburse all costs and expenses contemplated in this Agreement, except Losses incurred by the Company in the event the Company's determination as Employer to the unindemnifiable nature extent a court of competent jurisdiction shall have determined by a final judgment that such Losses resulted primarily from actions taken or omitted to be taken by the Executive due to the Executive's gross negligence or wilful misconduct. In no event, regardless of the claim is upheld. Except as otherwise provided hereinlegal theory advanced, shall the Company will defend Executive at the Company's sole cost and expense utilizing counsel of the Company's choicebe liable for any consequential, reasonably acceptable to Executive. Executive may also participate in the defense utilizing his own counsel at Executive's sole expense. In the event the Company does not assume the defense of Executive as required hereinindirect, Executive may assume such defense by written notice to the Company and the Company shall be obligated to advance Executive's reasonable costs and expenses of counsel reasonably acceptable to the Company, and the action (including experts), subject to Executive's contingent obligation to repay such expenses if the claim is not indemnifiable. Executive will not independently consent to the settlement incidental or special damages of any claim without the prior written consent of the Company, which will not be unreasonably withheld. The Company will not independently consent to the settlement of any claim without Executive's prior written consent which will not be unreasonably withheldnature.

Indemnification of Executive. The Company agrees to indemnify Executive against claims that are made, actions that arise or demands that are sought against Executive, in connection with the performance lawful actions of his duties and obligations hereunder to Executive performed within the maximum extent permitted scope of Her employment by applicable lawthe Company, unless the action for which indemnification is sought arose out of an action or inaction, or series of the same, by Executive, that in the discretion of the Company was not within the authority or scope of Her employment, or that resulted from wanton misconduct or willful negligence of the Executive. In addition, at its discretion, the Company may pay expenses of defense which may be indemnifiable under applicable law shall be paid by the Company are subject to indemnification in advance of the final disposition of a proceeding, provided that Executive agrees to repay such amount if he she is later found not entitled to be indemnified as authorized by applicable lawthis section. As a condition to the Company's ’s obligation of indemnification hereunder, Executive shall provide the Company with With written notice of any claim for which indemnification will be sought as promptly as practicable after learning thereof, stating the identity of the claimant, the nature and basis of the claim and the amount thereof, and copies of all notices and documents received by Executive in connection with the claim. Thereafter, as a condition of the Company's ’s obligation of indemnification, Executive shall cooperate in the defense of the claim by the Company, and shall provide the Company with all additional information and copies of documents received by himHer , or otherwise in his Her possession, related to the claim. The Company will promptly assume the defense of a claim against Executive, unless the claim is properly determined by the Company not be indemnifiable under this Agreement or applicable lawAgreement. Executive may challenge the Company's ’s determination as to the indemnifiable nature of the claim and during the pendency of such challenge, the Company shall provide such defense at its expense provided that Executive provides a written agreement, reasonably satisfactory to the Company, obligating Executive to reimburse all costs and expenses incurred by the Company in the event the Company's ’s determination as to the unindemnifiable nature of the claim is upheld. Except as otherwise provided herein, the Company will defend Executive at the Company's ’s sole cost and expense utilizing counsel of the Company's ’s choice, reasonably acceptable to Executive. Executive may also participate in the defense utilizing his her own counsel at Executive's ’s sole expense. In the event the Company does not assume the defense of Executive as required herein, Executive may assume such defense by written notice to the Company and the Company shall be obligated to advance Executive's ’s reasonable costs and expenses of counsel reasonably acceptable to the Company, and the action (including experts), subject to Executive's ’s contingent obligation to repay such expenses if the claim is not indemnifiable. Executive will not independently consent to the settlement of any claim without the prior written consent of the Company, which will not be unreasonably withheld. The Company will not independently consent to the settlement of any claim without Executive's ’s prior written consent which will not be unreasonably withheld.

Indemnification of Executive. The Except as otherwise provided by applicable law, while Executive is employed by Company agrees and thereafter while potential liability exists (but in no event less than five (5) years after termination), in the event Executive is made a party to any threatened, pending, or contemplated action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by Company against Executive), by reason of the fact that Executive is or was performing services under this Agreement (or if all such events pre-dated Executive’s employment or other association with the Company), then Company shall indemnify Executive in connection with the performance of his duties and obligations hereunder to the maximum fullest extent permitted by applicable law. In additionlaw against all expenses (including reasonable attorneys’ fees), expenses of defense which may be indemnifiable under applicable law shall be paid by the Company in advance of the final disposition of a proceedingjudgments, provided that Executive agrees to repay such amount if he is later found not entitled to be indemnified as authorized by applicable law. As a condition to the Company's obligation of indemnification hereunder, Executive shall provide the Company with written notice of any claim for which indemnification will be sought as promptly as practicable after learning thereof, stating the identity of the claimant, the nature and basis of the claim and the amount thereoffines, and copies of all notices and documents received amounts paid in settlement, that are reasonably incurred by Executive in connection therewith. To the extent that the British Columbia Business Corporations Act (the “BCA”) applies, Executive shall not be indemnified where prohibited by the BCA including where the Executive did not act honestly and in good faith with a view to the claim. Thereafter, as a condition best interests of the Company's obligation of indemnification, Executive shall cooperate in the defense of the claim by the Company, and shall provide the Company with all additional information and copies of documents received by him, or otherwise in his possession, related to the claim. The Company will promptly assume the defense of a claim against Executive, unless the claim is properly determined by the Company not be indemnifiable under this Agreement or applicable law. Executive may challenge the Company's determination as to the indemnifiable nature of the claim and during the pendency of such challengeproceeding other than a civil proceeding, the Company shall provide such defense at its expense provided Executive did not have reasonable grounds for believing that Executive provides a written agreement, reasonably satisfactory to the Company, obligating Executive to reimburse all costs and expenses incurred by Executive’s conduct in respect of which the Company in the event the Company's determination as to the unindemnifiable nature of the claim proceeding is upheld. Except as otherwise provided herein, the Company will defend Executive at the Company's sole cost and expense utilizing counsel of the Company's choice, reasonably acceptable to Executive. Executive may also participate in the defense utilizing his own counsel at Executive's sole expensebrought was lawful. In the event that both Executive and Company are made a party to the same third party action, complaint, suit, or proceeding, Company does will engage competent legal representation, and Executive will use the same representation, provided that if counsel selected by Company shall have a conflict of interest that prevents such counsel from representing Executive, then Company shall engage separate counsel on Executive’s behalf, and subject to the provisions of this Section 5.1, Company will pay all reasonable attorneys’ fees and disbursements of such separate counsel whether or not assume a formal lawsuit or other proceeding actually is commenced, together with any other expenses or costs Executive may incur in connection therewith, within thirty (30) business days of Executive’s submission to Company of documentation substantiating any such fees, costs or expenses, including without limitation, expert and other witness’ fees, travel and lodging, as the defense of Executive as required hereincase may be. Notwithstanding the foregoing, Executive may assume such defense by written notice agrees that prior to the Company and the Company shall be obligated to advance Executive's reasonable costs and expenses of counsel reasonably acceptable to the Companyreceiving an advancement under this Section 5.1, and the action (including experts), subject to Executive's contingent obligation she will sign an undertaking in which she promises to repay such expenses any funds advanced hereunder if it is later determined that she did not meet the claim is not indemnifiable. Executive will not independently consent to the settlement of any claim without the prior written consent of the Company, which will not be unreasonably withheld. The Company will not independently consent to the settlement of any claim without Executive's prior written consent which will not be unreasonably withheldstandard for indemnification under applicable law.

Indemnification of Executive. (a) The Company agrees that the limitation of liability now existing in favor of the Executive contained in Article Eleventh of the Parent's Restated Certificate of Incorporation and all rights to indemnification now existing in favor of the Executive contained in Article Eleventh of the Parent's Restated Certificate of Incorporation and in Article VI of the Parent's By-laws, in each case as in effect on the date hereof, shall not be amended in any manner that would adversely affect the rights of the Executive, unless such amendment is required by law. (b) Pursuant to the rights to indemnification referred to in Section 17(a) hereof, the Company agrees to indemnify and hold harmless the Executive and his legal representatives and successors to the fullest extent permitted by the laws of the State of Delaware with respect to any claim arising at any time out of any event, action or omission related to or in connection with the performance Executive having been a director, officer or employee of his duties and obligations hereunder to the maximum extent permitted by applicable law. In addition, expenses of defense which may be indemnifiable under applicable law shall be paid by the Company in advance of the final disposition of a proceeding, provided that Executive agrees to repay such amount if he is later found not entitled to be indemnified as authorized by applicable law. As a condition to the Company's obligation of indemnification hereunder, Executive shall provide the Company with written notice of any claim for which indemnification will be sought as promptly as practicable after learning thereof, stating the identity of the claimant, the nature and basis of the claim and the amount thereof, and copies of all notices and documents received by Executive in connection with the claim. Thereafter, or having served as a condition director or officer of another corporation or other organization at the request of the Company's obligation . This indemnification shall continue in full force and effect for a period of indemnification, Executive shall cooperate not less than the duration of all statutes of limitations applicable to such matters (or in the defense case of the claim by the Companyevents, and shall provide the Company with all additional information and copies of documents received by him, actions or otherwise in his possession, related omissions giving rise to matters which have not been resolved prior to the claim. The Company will promptly assume the defense of a claim against Executive, unless the claim is properly determined by the Company not be indemnifiable under this Agreement or applicable law. Executive may challenge the Company's determination as to the indemnifiable nature of the claim and during the pendency expiration of such challengeperiod, until such matters are finally resolved). Without limiting the foregoing, the Company shall provide such defense at its expense provided that Executive provides a written agreement, reasonably satisfactory periodically advance all reasonable expenses (including reasonable attorneys' and paralegals' fees and other costs and expenses) as incurred with respect to the Company, obligating Executive foregoing to reimburse all costs and expenses incurred the fullest extent permitted by the Company in the event the Company's determination as to the unindemnifiable nature laws of the claim is upheldState of Delaware. Except as otherwise provided herein, the Company will defend The Executive at the Company's sole cost and expense utilizing counsel of the Company's choice, reasonably acceptable to Executive. Executive may also participate in the defense utilizing shall not unreasonably withhold his own counsel at Executive's sole expense. In the event the Company does not assume the defense of Executive as required herein, Executive may assume such defense by written notice to the Company and the Company shall be obligated to advance Executive's reasonable costs and expenses of counsel reasonably acceptable to the Company, and the action (including experts), subject to Executive's contingent obligation to repay such expenses if the claim is not indemnifiable. Executive will not independently consent to the settlement of any claim without for which he is entitled to be fully indemnified hereunder. To the prior written consent extent that the Company shall maintain in effect a policy of directors' and officers' liability insurance, the Executive shall be covered by such policy for his actions or omissions as a director or officer in accordance with the terms of such policy to the maximum extent of coverage provided for any other director or officer of the Company, which will not be unreasonably withheld. The Company will not independently consent subject to the settlement of any claim without Executive's prior written consent which will not be unreasonably withheldpolicy exceptions applicable to directors and officers generally.

Indemnification of Executive. The Company agrees to indemnify Executive against claims that are made, actions that arise or demands that are sought against Executive, in connection with the performance lawful actions of his duties and obligations hereunder to Executive performed within the maximum extent permitted scope of His employment by applicable lawthe Company, unless the action for which indemnification is sought arose out of an action or inaction, or series of the same, by Executive, that in the discretion of the Company was not within the authority or scope of His employment, or that resulted from wanton misconduct or willful negligence of the Executive. In addition, at its discretion, the Company may pay expenses of defense which may be indemnifiable under applicable law shall be paid by the Company are subject to indemnification in advance of the final disposition of a proceeding, provided that Executive agrees to repay such amount if he she is later found not entitled to be indemnified as authorized by applicable lawthis section. As a condition to the Company's ’s obligation of indemnification hereunder, Executive shall provide the Company with written notice of any claim for which indemnification will be sought as promptly as practicable after learning thereof, stating the identity of the claimant, the nature and basis of the claim and the amount thereof, and copies of all notices and documents received by Executive in connection with the claim. Thereafter, as a condition of the Company's ’s obligation of indemnification, Executive shall cooperate in the defense of the claim by the Company, and shall provide the Company with all additional information and copies of documents received by himHis, or otherwise in his His possession, related to the claim. The Company will promptly assume the defense of a claim against Executive, unless the claim is properly determined by the Company not be indemnifiable under this Agreement or applicable lawAgreement. Executive may challenge the Company's ’s determination as to the indemnifiable nature of the claim and during the pendency of such challenge, the Company shall provide such defense at its expense provided that Executive provides a written agreement, reasonably satisfactory to the Company, obligating Executive to reimburse all costs and expenses incurred by the Company in the event the Company's ’s determination as to the unindemnifiable nature of the claim is upheld. Except as otherwise provided herein, the Company will defend Executive at the Company's ’s sole cost and expense utilizing counsel of the Company's ’s choice, reasonably acceptable to Executive. Executive may also participate in the defense utilizing his her own counsel at Executive's ’s sole expense. In the event the Company does not assume the defense of Executive as required herein, Executive may assume such defense by written notice to the Company and the Company shall be obligated to advance Executive's ’s reasonable costs and expenses of counsel reasonably acceptable to the Company, and the action (including experts), subject to Executive's ’s contingent obligation to repay such expenses if the claim is not indemnifiable. Executive will not independently consent to the settlement of any claim without the prior written consent of the Company, which will not be unreasonably withheld. The Company will not independently consent to the settlement of any claim without Executive's ’s prior written consent which will not be unreasonably withheld.