Expenses

Expenses. Shall mean, without Without limitation, expenses of related to or in connection with Proceedings, including attorneys' fees, disbursements and retainers, accounting and witness fees, expenses related to the preparation for service as a witness and to or service as a witness, travel and deposition costs, expenses of investigations, judicial or administrative proceedings and appeals, amounts paid in settlement of a Proceeding by or on behalf of the Indemnitee, costs of attachment or similar... bonds, any expenses of attempting to establish or establishing a right to indemnification or advancement of expenses, under indemnification, pursuant to this Agreement, the Company's Memorandum of Association and Articles of Association as currently in effect (the "Articles"), under applicable law or otherwise, and reasonable compensation for time spent by the Indemnitee in connection with the investigation, defense or appeal of a Proceeding or action for indemnification for which the Indemnitee he or she is not otherwise compensated by the Company or any third party. The term "Expenses" shall not include the amount of judgments, fines, interest fines or penalties, or excise taxes or other amounts assessed with respect to any employee benefit or welfare plan, which are actually levied against or sustained by the Indemnitee to the extent sustained after final adjudication. Indemnitee. View More

Expenses. Shall mean, Means, without limitation, expenses of Proceedings, including attorneys' fees, disbursements and retainers, accounting and witness fees, expenses related to the preparation for service as a witness and to or service as a witness, travel and deposition costs, expenses of investigations, judicial or administrative proceedings and appeals, amounts paid in settlement of a Proceeding by or on behalf of the Indemnitee, costs of attachment or similar bonds, any expenses of attempting to... establish or establishing a right to indemnification or advancement of expenses, expenses under this Agreement, the Company's Memorandum Certificate of Association and Articles of Association as currently in effect (the "Articles"), Incorporation or By-laws, applicable law or otherwise, and reasonable compensation for time spent by the Indemnitee in connection with the investigation, defense or appeal of a Proceeding or action for indemnification for which the Indemnitee is not otherwise compensated by the Company or any third party. The term "Expenses" shall not include the amount of judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, which are actually levied against or sustained by the Indemnitee to the extent sustained after final adjudication. View More

Expenses. Any reasonable expenses incurred by Officer Director as a result of a claim or claims made against him for Covered Acts including, without limitation, counsel fees and costs of investigative, judicial or administrative proceedings or appeals, but shall not include Fines.

Expenses. Any Means any reasonable expenses incurred by Officer Indemnitee as a result of a claim Claim or claims Claims made against him for Covered Acts including, without limitation, counsel fees and costs of investigative, judicial judicial, or administrative proceedings or appeals, but shall not include Fines. and any appeals.

Expenses. Includes For purposes of this Agreement, "Expenses" includes all direct and indirect costs, fees and expenses costs of any type or nature whatsoever (including, without limitation, attorneys' fees and related disbursements and retainers, costs of travel, other out-of-pocket costs such as fees and disbursements of expert witnesses, private investigators and professional advisors, court costs, transcript costs, fees of experts, duplicating, printing printing, and binding costs, telephone and fax... transmission charges, postage, delivery services, secretarial services and other disbursements and Expenses expenses and reasonable compensation for time spent by the Indemnitee for which he is not otherwise compensated by the Company or any third party) actually and reasonably incurred by the Indemnitee in connection with either the investigation, defense, settlement defense or appeal of, or otherwise related to of a Proceeding proceeding or establishing or enforcing a right to indemnification or advancement of expenses under this Agreement Agreement, Section 145 of the Law or otherwise. View More

Expenses. Includes all direct and indirect costs, fees and expenses of any type or nature whatsoever (including, without limitation, attorneys' fees and related disbursements and retainers, other out-of-pocket costs such as fees and disbursements of expert witnesses, private investigators and professional advisors, court costs, transcript costs, fees of experts, duplicating, printing and binding costs, telephone and fax transmission charges, postage, delivery services, secretarial services and other... disbursements and Expenses and reasonable compensation for time spent by the Indemnitee for which he is not otherwise compensated by the Company or any third party) actually and reasonably incurred by the Indemnitee in connection with either the investigation, defense, settlement or appeal of, or otherwise related to a Proceeding or establishing or enforcing a right to indemnification under this Agreement Agreement, [Section 8.75] or otherwise. View More

Expenses. Any Means any and all direct and indirect fees and fees, costs, retainers, court costs, transcript costs, fees of experts, expert fees, witness fees, travel expenses, duplicating, duplicating costs, printing and costs, binding costs, electronic delivery costs, telephone charges, postage and postage, delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by Indemnitees (including fees of investment bankers, accountants and, Indemnitee... (including, subject to the limitations set forth in Section 3(c) below, reasonable attorneys' fees) in connection with or arising from an Indemnification Event, including, without limitation: including: (i) the investigation or defense of a Claim; (ii) being, or preparing to be, a witness or otherwise participating, or preparing to participate, in any Proceeding; (iii) furnishing, or preparing to furnish, documents in response to a subpoena or otherwise in connection with any Proceeding; (iv) any appeal of any judgment, outcome or determination in any Proceeding (including, without limitation, (including any premium, security for and other costs relating to any cost bond, supersedes supersedeas bond or any other appeal bond or its equivalent); (v) establishing or enforcing any right to indemnification under this Agreement (including, without limitation, (including pursuant to Section 2(c) below), Delaware law or otherwise, regardless of whether Indemnitees Indemnitee is ultimately successful in such action, unless as a part of such action, a court of competent jurisdiction over such action determines that each of the material assertions made by Indemnitees Indemnitee as a basis for such action was not made in good faith or was frivolous; and (vi) Indemnitees' defense of any Proceeding instituted by or in the name of the Company under this Agreement to enforce or interpret any of the terms of this Agreement (including, without limitation, costs and expenses incurred with respect to Indemnitees counterclaims and cross-claims made in such action); and (vii) any Federal, federal, state, local or foreign taxes imposed on Indemnitees Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including all interest, assessments and other charges paid or payable with respect to such payments. For purposes of clarification, Expenses shall not include Losses. An "Indemnification Event" shall be deemed to have occurred if Indemnitee was, is or becomes, or is threatened to be made, a party to or witness or other participant in, or was, is or becomes obligated to furnish or furnishes documents in response to a subpoena or otherwise in connection with, any Proceeding by reason of the fact that Indemnitee is or was (or may be deemed to be or have been) a director, officer, employee, controlling person, agent or fiduciary of any Covered Entity, or by reason of any actual or alleged action or inaction on the part of Indemnitee while serving in any such capacity (including rendering any written statement that is a Required Statement or is made to another officer or employee of the Covered Entity to support a Required Statement). View More

Expenses. Any Means any and all direct and indirect fees and fees, costs, retainers, court costs, transcript costs, fees of experts, expert fees, witness fees, travel expenses, duplicating, duplicating costs, printing and costs, binding costs, electronic delivery costs, telephone charges, postage and postage, delivery service fees and all other disbursements or expenses of any type or nature whatsoever reasonably incurred by Indemnitees (including fees of investment bankers, accountants and, Indemnitee... (including, subject to the limitations set forth in Section 3(c) below, reasonable attorneys' fees) in connection with or arising from an Indemnification Event, including, without limitation: including: (i) the investigation or defense of a Claim; (ii) being, or preparing to be, a witness or otherwise participating, or preparing to participate, in any Proceeding; (iii) furnishing, or preparing to furnish, documents in response to a subpoena or otherwise in connection with any Proceeding; (iv) any appeal of any judgment, outcome or determination in any Proceeding (including, without limitation, (including any premium, security for and other costs relating to any cost bond, supersedes supersedeas bond or any other appeal bond or its equivalent); (v) establishing or enforcing any right to indemnification under this Agreement (including, without limitation, pursuant to Section 2(c) below), Delaware law or otherwise, regardless of whether Indemnitees Indemnitee is ultimately successful in such action, unless as a part of such action, a court of competent jurisdiction over such action determines that each of the material assertions made by Indemnitees Indemnitee as a basis for such action was not made in good faith or was frivolous; and (vi) Indemnitees' defense of any Proceeding instituted by or in the name of the Company under this Agreement to enforce or interpret any of the terms of this Agreement (including, without limitation, costs and expenses incurred with respect to Indemnitees counterclaims and cross-claims made in such action); and (vii) any Federal, federal, state, local or foreign taxes imposed on Indemnitees Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including all interest, assessments and other charges paid or payable with respect to such payments. For purposes of clarification, Expenses shall not include Losses. 2 An View More

Expenses. For purposes of this Agreement, the term "Expenses" shall Shall be broadly construed and shall include, without limitation, all direct and indirect costs of any type or nature whatsoever (including, without limitation, judgments, fines or penalties and all attorneys', witness, or other professional fees and related disbursements, and other out-of-pocket costs of whatever nature), actually and reasonably incurred by Agent in connection with the investigation, defense or appeal of a Proceeding,... participation in a Proceeding as a witness or establishing or enforcing a right to indemnification under this Agreement, the Code or otherwise, and amounts paid in settlement by or on behalf of Agent, but shall not include any judgments, fines or penalties actually levied against Agent for such individual's violations of law. View More

Expenses. For purposes of this Agreement, the term "Expenses" shall be broadly construed and shall include, without limitation, all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys', witness, or other professional fees and related disbursements, and other out-of-pocket costs of whatever nature), actually and reasonably incurred by Agent in connection with the investigation, defense or appeal of a Proceeding or establishing or enforcing a right to... indemnification under this Agreement, the Code or otherwise, otherwise and all judgments, fines or penalties and amounts paid in settlement by or on behalf of Agent, but shall not include any judgments, fines or penalties actually levied against Agent for such individual's violations of law. law to the extent payment of such amounts is not permitted by Delaware or other applicable laws. View More

Expenses. Any Shall mean any expenses or costs including, (including, without limitation, attorney's fees, judgments, punitive or exemplary damages, fines, excise taxes or fines and amounts paid in settlement. settlement)

Expenses. Any expenses or costs including, without limitation, attorney's fees, judgments, punitive or exemplary damages, fines, excise taxes or amounts paid in settlement. settlement or excise taxes payable with respect to any such expenses or costs.

Expenses. Any reasonable expense, including without limitation, attorneys' fees, retainers, court costs, transcript costs, fees and expenses of experts, including experts (including without limitation accountants and other advisors, advisors), travel expenses, witness fees, duplicating costs, postage, delivery service fees, filing fees, and all other disbursements or expenses of the types typically paid or incurred in connection with investigating, defending, being a witness in, or participating... (including on appeal), or responding to, or objecting to, a request to provide discovery, or preparing for any of the foregoing, or any appeal bond or its equivalent, in any Proceeding relating to any Indemnifiable Event, and any expenses of establishing a right to indemnification under any of Sections 2, 4 or 5 of this Agreement, 5, in each case, to the extent reasonable. reasonable; provided, however, that Expenses shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against the Indemnitee. View More

Expenses. Any reasonable expense, including without limitation, attorneys' fees, retainers, court costs, transcript costs, fees and expenses of experts, including accountants and other advisors, travel expenses, duplicating costs, postage, delivery service fees, filing fees, and all other disbursements or expenses of the types typically paid or incurred in connection with investigating, defending, being a witness in, or participating in (including on appeal), or preparing for any of the foregoing, in foregoing in, any Proceeding relating to any Indemnifiable Event, and any expenses of establishing a right to indemnification under any of Sections 2, 4 or and 5 of this Agreement, in each case, to the extent reasonable. Agreement View More

Expenses. Include attorneys' fees and all other direct or indirect costs, expenses and obligations, including judgments, fines, penalties, interest, appeal bonds, amounts paid in settlement with the approval of the Company, and counsel fees and disbursements (including, without limitation, (including experts' fees, court costs, retainers, appeal bond premiums, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in... connection with investigating, prosecuting, defending, being a witness in or participating in any manner in (including on appeal), or preparing to investigate, prosecute, defend, be a witness in or participate in any manner in, any Claim relating to any Indemnifiable Event, and shall include (without limitation) all attorneys' fees and all other expenses incurred by or on behalf of an Indemnitee in connection with preparing and submitting any requests or statements for indemnification, advancement or any other right provided by this Agreement (including, without limitation, (including such fees or expenses incurred in connection with legal proceedings contemplated by Section 2(d) hereof). View More

Expenses. Include Means all direct and indirect costs, expenses, and other monetary obligations (including, without limitation, attorneys' fees and all other direct or indirect costs, expenses and obligations, including judgments, fines, penalties, interest, appeal bonds, amounts paid in settlement with the approval of the Company, and counsel fees and disbursements (including, without limitation, disbursements, experts' fees, court costs, retainers, appeal bond premiums, arbitration costs, arbitrators'... fees, transcript fees, duplicating, printing printing, and binding costs, as well as telecommunications, postage postage, and courier charges) paid or actually and reasonably incurred by or on behalf of Indemnitee in connection with investigating, prosecuting, defending, being a witness in in, or participating in (including on appeal), or preparing to investigate, prosecute, defend, be a witness in in, or participate in, any Claim arising out of, relating to to, or resulting from any Indemnifiable Event, and shall include (without limitation) all of the foregoing, including attorneys' fees and all other expenses disbursements, incurred by or on behalf of an Indemnitee in connection with enforcing Indemnitee's rights under this Agreement, including preparing and submitting any notices, requests or supporting statements for indemnification, advancement or reimbursement, or any other right provided to Indemnitee by this Agreement (including, without limitation, all such fees or expenses incurred in connection with legal proceedings contemplated by Section 2(d) hereof). 2 View More

Expenses. Shall include, without limitation, any and all reasonable expenses, fees, costs, charges, attorneys' fees and disbursements, other out-of-pocket costs, reasonable compensation for time spent by the Executive Indemnitee in connection with the Action for which he or she is not otherwise compensated by the Company, any Affiliate, any third party or other entity, entity and any and all other reasonable direct and indirect costs of any type or nature whatsoever.

Expenses. Shall include, without limitation, any and all reasonable expenses, fees, costs, charges, attorneys' fees and disbursements, other out-of-pocket costs, reasonable compensation for time spent by the Executive Indemnitee in connection with the Action for which he or she is not otherwise compensated by the Company, any Affiliate, any third party or other entity, entity and any and all other reasonable direct and indirect costs of any type or nature whatsoever.

Expenses. Shall include, without limitation, any and all expenses, fees, costs, charges, attorneys' fees and disbursements, other out-of-pocket costs, reasonable compensation for time spent by the Executive Committee Member in connection with the Action for which he or she is not otherwise compensated by the Company, any Affiliate, any third party or other entity, and any and all other direct and indirect costs of any type or nature whatsoever.

Expenses. But will Shall include, but shall not be limited to, damages, judgments, fines, settlements and charges, costs, expenses of investigation and expenses of defense of legal actions, suits, proceedings or claims and appeals, and expenses of appeal, attachment or similar bonds. bonds; provided, however, that the term "Expenses" will shall not include any judgments, fines or penalties actually levied against the Indemnitee that the Corporation Company is prohibited by applicable law from paying.

Expenses. But will Shall include, but shall not be limited to, to damages, judgments, fines, settlements and charges, costs, expenses of investigation and reasonable expenses of defense of legal actions, suits, proceedings or claims and appeals, and expenses of appeal, attachment or similar bonds. "Expenses" will shall not include any judgments, fines or penalties actually levied against the Indemnitee that the Corporation is prohibited by applicable law from paying.