Expenses. Shall include all reasonable attorneys' fees, retainers, court costs, transcript costs, fees of experts and other professionals, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, ERISA excise taxes and penalties, and all other disbursements or expenses of the types customarily incurred or actually incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or
... being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery in a Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including, without limitation, the premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent. Should any payments by the Company to or for the account of Indemnitee under this Agreement be determined to be subject to any federal, state or local income or excise tax, Expenses shall also include such amounts as are necessary to place Indemnitee in the same after-tax position (after giving effect to all applicable taxes) Indemnitee would have been in had no such tax been determined to apply to those payments. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the number of judgments or fines against Indemnitee. 12
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Expenses.
Shall include all reasonable attorneys' fees, retainers, court costs, transcript costs, fees of
experts and other professionals, experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service
fees, ERISA excise taxes and penalties, fees and all other disbursements or expenses of the types customarily
incurred or actually incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating,
... class="diff-color-red">participating, or being or preparing to be a witness in a Proceeding, in, or responding to, or objecting to, a request to provide discovery in otherwise involved in, a Proceeding. Should any payments by the Company under this Agreement be determined to be subject to any federal, state or local income or excise tax, Expenses will also include such amounts as are necessary to place Indemnitee in the same after-tax position, after giving effect to all applicable taxes, Indemnitee would have been in had such tax not have been determined to apply to those payments. Expenses also shall include (i) Expenses incurred in connection with any appeal resulting from any Proceeding, including, without limitation, the premium, security for, and other costs relating to any cost bond, supersede as supersedeas bond, or other appeal bond or its equivalent. Should any payments equivalent and (ii) Expenses incurred by Indemnitee in connection with the Company to interpretation, enforcement or for the account defense of Indemnitee Indemnitee's rights under this Agreement be determined to be subject to any federal, state Agreement, by litigation or local income or excise tax, Expenses shall also include such amounts as are necessary to place Indemnitee in the same after-tax position (after giving effect to all applicable taxes) Indemnitee would have been in had no such tax been determined to apply to those payments. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the number of judgments or fines against Indemnitee. 12 otherwise.
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Expenses.
Shall include includes, without limitation, all reasonable attorneys' fees, retainers, court costs, transcript costs, fees of
experts and other professionals, experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service
fees, ERISA excise taxes and penalties, 1 fees and all other disbursements or expenses of the types customarily
incurred or actually incurred in connection with prosecuting, defending, preparing to prosecute
... or defend, investigating, participating, or being or preparing to be a witness in a Proceeding, in, or responding to, or objecting to, a request to provide discovery in otherwise involved in, a Proceeding. Should any payments by the Company under this Agreement be determined to be subject to any federal, state or local income or excise tax, Expenses will also include such amounts as are necessary to place Indemnitee in the same after-tax position, after giving effect to all applicable taxes, Indemnitee would have been in had such tax not have been determined to apply to those payments. Expenses also shall include (i) Expenses incurred in connection with any appeal resulting from any Proceeding, including, without limitation, the premium, security for, and other costs relating to any cost bond, supersede as supersedeas bond, or other appeal bond or its equivalent. Should any payments equivalent and (ii) Expenses incurred by Indemnitee in connection with the Company to interpretation, enforcement or for the account defense of Indemnitee Indemnitee's rights under this Agreement be determined to be subject to any federal, state Agreement, by litigation or local income or excise tax, Expenses shall also include such amounts as are necessary to place Indemnitee in the same after-tax position (after giving effect to all applicable taxes) Indemnitee would have been in had no such tax been determined to apply to those payments. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the number of judgments or fines against Indemnitee. 12 otherwise.
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Expenses.
Shall include includes, without limitation, all reasonable attorneys' fees, retainers, court costs, transcript costs, fees of
experts and other professionals, experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service
fees, ERISA excise taxes and penalties, fees and all other disbursements or expenses of the types customarily
incurred or actually incurred in connection with prosecuting, defending, preparing to prosecute or
... defend, investigating, participating, or being or preparing to be a witness in a Proceeding, in, or responding to, or objecting to, a request to provide discovery in otherwise involved in, a Proceeding. Should any payments by the Company under this Agreement be determined to be subject to any federal, state or local income or excise tax, Expenses will also include such amounts as are necessary to place Indemnitee in the same after-tax position, after giving effect to all applicable taxes, Indemnitee would have been in had such tax not have been determined to apply to those payments. Expenses also shall include (i) Expenses incurred in connection with any appeal resulting from any Proceeding, including, without limitation, the premium, security for, and other costs relating to any cost bond, supersede as supersedeas bond, or other appeal bond or its equivalent. Should any payments equivalent and (ii) Expenses incurred by Indemnitee in connection with the Company to interpretation, enforcement or for the account defense of Indemnitee Indemnitee's rights under this Agreement be determined to be subject to any federal, state Agreement, by litigation or local income or excise tax, Expenses shall also include such amounts as are necessary to place Indemnitee in the same after-tax position (after giving effect to all applicable taxes) Indemnitee would have been in had no such tax been determined to apply to those payments. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the number of judgments or fines against Indemnitee. 12 otherwise.
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Expenses.
Shall shall include all reasonable attorneys' fees, retainers, court costs, transcript costs, fees of experts and other professionals, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, ERISA excise taxes and penalties, and all other disbursements or expenses of the types customarily incurred or actually incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating,
... or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery in a Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including, without limitation, the premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent. Should any payments by the Company to or for the account of Indemnitee under this Agreement be determined to be subject to any federal, state or local income or excise tax, Expenses shall also include such amounts as are necessary to place Indemnitee in the same after-tax position (after giving effect to all applicable taxes) Indemnitee would have been in had no such tax been determined to apply to those payments. The parties agree that for the purposes of any advancement of Expenses for which Indemnitee has made written demand to the Company in accordance with this Agreement, all Expenses included in such demand that are certified by affidavit of Indemnitee's counsel as being reasonable in the good faith judgment of such counsel shall be presumed conclusively to be reasonable. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the number amount of judgments or fines against Indemnitee. 12
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Expenses.
Shall include includes, without limitation, all reasonable attorneys' fees, retainers, court costs, transcript costs, fees of
experts and other professionals, experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service
fees, ERISA excise taxes and penalties, fees and all other disbursements or expenses of the types customarily
incurred or actually incurred in connection with prosecuting, defending, preparing to prosecute or
... defend, investigating, participating, or being or preparing to be a witness in a Proceeding, in, or responding to, or objecting to, a request to provide discovery in otherwise involved in, a Proceeding. Should any payments by the Company under this Agreement be determined to be subject to any federal, state or local income or excise tax, Expenses will also include such amounts as are necessary to place Indemnitee in the same after-tax position, after giving effect to all applicable taxes, Indemnitee would have been in had such tax not have been determined to apply to those payments. Expenses also shall include (i) Expenses incurred in connection with any appeal resulting from any Proceeding, including, without limitation, the premium, security for, and other costs relating to any cost bond, supersede as supersedeas bond, or other appeal bond or its equivalent. Should any payments equivalent and (ii) Expenses incurred by Indemnitee in connection with the Company to interpretation, enforcement or for the account defense of Indemnitee Indemnitee's rights under this Agreement be determined to be subject to any federal, state Agreement, by litigation or local income or excise tax, Expenses shall also include such amounts as are necessary to place Indemnitee in the same after-tax position (after giving effect to all applicable taxes) Indemnitee would have been in had no such tax been determined to apply to those payments. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the number of judgments or fines against Indemnitee. 12 otherwise.
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Expenses.
Shall include includes, without limitation, all reasonable attorneys' fees, retainers, court costs, transcript costs, fees of
experts and other professionals, experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service
fees, ERISA excise taxes and penalties, fees and all other disbursements or expenses of the types customarily
incurred or actually incurred in connection with prosecuting, defending, preparing to prosecute or
... defend, investigating, participating, or being or preparing to be a witness in a Proceeding, in, or responding to, or objecting to, a request to provide discovery in otherwise involved in, a Proceeding. Should any payments by the Company under this Agreement be determined to be subject to any federal, state or local income or excise tax, "Expenses" will also include such amounts as are necessary to place Indemnitee in the same after-tax position, after giving effect to all applicable taxes, Indemnitee would have been in had such tax not have been determined to apply to those payments. Expenses also shall include Expenses incurred in connection with any 2 appeal resulting from any Proceeding, including, without limitation, the premium, security for, and other costs relating to any cost bond, supersede as supersedeas bond, or other appeal bond or its equivalent. Should any payments by the Company to or for the account of Indemnitee under this Agreement be determined to be subject to any federal, state or local income or excise tax, Expenses shall also include such amounts as are necessary to place Indemnitee in the same after-tax position (after giving effect to all applicable taxes) Indemnitee would have been in had no such tax been determined to apply to those payments. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the number of judgments or fines against Indemnitee. 12
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Expenses.
Shall include includes, without limitation, all reasonable attorneys' fees, retainers, court costs, transcript costs, fees of
experts and other professionals, experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service
fees, ERISA excise taxes and penalties, fees and all other disbursements or expenses of the types customarily
incurred or actually incurred in connection with prosecuting, defending, preparing to prosecute or
... defend, investigating, participating, or being or preparing to be a witness in a Proceeding, in, or responding to, or objecting to, a request to provide discovery in otherwise involved in, a Proceeding. Should any payments by the Company under this Agreement be determined to be subject to any federal, state or local income or excise tax, "Expenses" will also include such amounts as are necessary to place Indemnitee in the same after-tax position, after giving effect to all applicable taxes, Indemnitee would have been in had such tax not have been determined to apply to those payments. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including, without limitation, the premium, security for, and other costs relating to any cost bond, supersede as supersedeas bond, or other appeal bond or its equivalent. Should any payments by the Company to or for the account of Indemnitee under this Agreement be determined to be subject to any federal, state or local income or excise tax, Expenses shall also include such amounts as are necessary to place Indemnitee in the same after-tax position (after giving effect to all applicable taxes) Indemnitee would have been in had no such tax been determined to apply to those payments. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the number of judgments or fines against Indemnitee. 12
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