The Company shall indemnify and hold harmless Employee from any and all liability arising from Employee’s actions taken on the Company’s behalf and within Employee’s scope of duties and authority, so long as such actions were taken by Employee in good faith and in furtherance of the Company’s business. The Company shall indemnify and hold Employee harmless to the full extent of the law from any and all claims, losses and expenses sustained by Employee as a result of any action taken by him to discharge his duties under this Agreement, and the Company shall defend Employee, at the Company’s expense, in connection with any and all claims by shareholders or third parties which are based upon actions taken by Employee to discharge his duties under this Agreement.

The Company shallagrees to indemnify and hold harmless Employee from any and all liability arising from Employee’s actions taken on the Company’s behalf and within Employee’s scope of duties and authority, so long as such actions were taken by Employee in good faith and in furtherance of the Company’s business. The Company shall indemnify and hold Employee harmless against any and all losses, claims, damages, liabilities and costs (and all actions in respect thereof and any legal or other expenses in giving testimony or furnishing documents in response to a subpoena or otherwise), including, without limitation, the reasonable costs of investigating, preparing or defending any such action or claim, whether or not in connection with litigation in which Employee is a party, as and when incurred, directly or indirectly caused by, relating to, based upon or arising out of any work performed by Employee in connection with this Agreement to the full extent permitted by the Delaware General Corporation Law and by the Certificate of Incorporation and Bylaws of the lawCompany, as may be amended from any and all claims, losses and expenses sustained by Employee as a result of any action taken by himtime to discharge his duties under this Agreement, and the Company shall defend Employee, at the Company’s expense, in connection with any and all claims by shareholders or third parties which are based upon actions taken by Employee to discharge his duties under this Agreement.time.

By Employee. Employee agrees to indemnify and hold harmless Employee fromthe Company (including each of its directors, officers, employees, partners and agents) with respect to any and all liability (and actions in respect thereof) incurred by Company arising fromunder or related to Employee’s actions taken on the Company’s behalf and within Employee’s scopebreach or alleged breach of duties and authority, so long as such actions were taken by Employeeany representation, covenant, or warranty in good faith and in furtherancethis Agreement or any reckless, negligent or intentional misconduct of the Company’s business. The CompanyEmployee and shall indemnify and hold Employee harmless to the full extent of the law from any and all claims, losses and expenses sustained by Employee as a result of any action taken by him to discharge his duties under this Agreement, andreimburse the Company shall defend Employee, at the Company’s expense,for any legal or other expenses reasonably incurred in connection with investigating or defending any such liability or action. The foregoing provisions shall survive termination of this Agreement and all claimsany investigation with respect thereto by shareholders or third parties which are based upon actions taken by Employee to discharge his duties under this Agreement.any party hereto.

By the Company. The Company shallagrees to indemnify and hold harmless Employee fromwith respect to any and all liability arising from Employee’s(and actions taken onin respect thereof) incurred by the Company’s behalf and within Employee’s scope of duties and authority, so long as such actions were takenEmployee by Employee in good faith and in furtherancevirtue of the Company’s business. The Company shall indemnify and hold Employee harmless to the full extentperformance of the law fromServices hereunder and shall reimburse Employee for any and all claims, losses andlegal or other expenses sustained by Employee as a result ofreasonably incurred in connection with investigating or defending any action taken by him to discharge his duties under this Agreement, andsuch liability or action, provided that the Company shall defend Employee, athave the Company’s expense,right to control the defense of any claim giving rise to such liability and no such claim shall be settled without the consent of the Company. The foregoing provisions shall survive termination of this Agreement and any investigation with respect thereto by any party hereto and shall not apply to any such losses, claims, related expenses, damages or liabilities arising out of or in connection with any and all claims by shareholdersEmployee’s willful misconduct, fraud, negligence or third parties which are based upon actions taken by Employee to discharge his duties undermaterial breach of this Agreement.

Indemnification. The Company shallagrees to indemnify and hold the Employee, harmless from and against any past, present or future claim, action, demand, loss, cost, expense, liability or other damage arising from, and including reasonable attorney’s fees and costs, amounts, expenses, incurred by or imposed against the Employee fromand arising out of or relating to any and allpast, present or future claim, action, demand, loss, cost, expense, liability arising fromor other damage due to Employee’s actions taken on the Company’s behalf and within Employee’s scope of duties and authority, so long as such actions were taken by Employee in good faith and in furtherance of the Company’s business. The Company shall indemnify and hold Employee harmless to the full extent of the law from any and all claims, losses and expenses sustained by Employee as a result of any action taken by him to discharge his duties under this Agreement, and the Company shall defend Employee, at the Company’s expense, in connection with any and all claims by shareholders or third parties which are based upon actions taken by Employee to discharge his duties under this Agreement.employment hereunder.

6.06Indemnification. Employee shall indemnify and hold Company free and harmless Employee from and against and shall reimburse it for any and all liabilityclaims, liabilities, damages, losses, judgments, costs and expenses (including reasonable counsel fees and other reasonable outofpocket expenses) arising out of or resulting from Employee’s actions taken on the Company’s behalfany breach or default of any of his representations, warranties and within Employee’s scope of duties and authority, so long as such actions were taken by Employeeagreements in good faith and in furtherance of the Company’s business. Thethis Agreement. Company shall indemnify and hold Employee free and harmless to the full extent of the law from and against and shall reimburse him for any and all claims, lossesliabilities, damages, losses, judgments, costs and expenses sustained by Employee as a result(including reasonable counsel fees and other reasonable outofpocket expenses) arising out of or resulting from any breach or default of any action taken by him to discharge his duties underof its representations, warranties and agreements in this Agreement, and the Company shall defend Employee, at the Company’s expense, in connection with any and all claims by shareholders or third parties which are based upon actions taken by Employee to discharge his duties under this Agreement.

Employer hereby agrees to indemnify, defend, save, and hold harmless Employee from any and against all liability arising fromclaims, liabilities, causes of action, damages, judgments, attorneys’ fees, court costs, and expenses which arise out of or are related to the Employee’s actions taken onperformance of this Agreement, failure to perform job functions or duties as required, or result from conduct while engaging in any activity outside the Company’s behalf and within Employee’s scope of duties and authority, so long as such actions were taken by Employee in good faith and in furtherance of the Company’s business. The Company shall indemnify and hold Employee harmless to the full extent of the law from any and all claims, losses and expenses sustained by Employee as a result of any action taken by him to discharge his duties under this Agreement, andbefore, during or after the Company shall defend Employee, attermination of this Agreement. Employer understands that this obligation of indemnification survives the Company’s expense, in connection with any and all claims by shareholdersexpiration or third parties which are based upon actions taken by Employee to discharge his duties undertermination of this Agreement.