NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Parties do hereby covenant and agree as follows:
Section 1 Definitions.
(a) As used in this Agreement:
Affiliate of any specified Person shall mean any other Person directly or indirectly controlling, controlled by or under common control with such specified Person.
Agreement shall have the meaning set forth in the preamble.
Board shall have the meaning set forth in the recitals.
Bylaws shall have the meaning set forth in the recitals.
Corporate Status describes the status of a person who is or was a Director, officer, employee, partner, trustee, member, fiduciary or agent of the Indemnitor or any Enterprise.
Company shall have the meaning set forth in the preamble.
Director shall mean, with respect to a corporation, a member of a board of directors or, with respect to, a limited liability company or partnership, a member of the board of managers or similar board.
Disinterested Director shall mean a Director of Indemnitor who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.
Effectiveness Date shall have the meaning set forth in the recitals.
Enterprise shall mean Indemnitor or any Affiliate of Indemnitor and any other corporation, limited liability company, partnership (general or limited), joint venture, trust, employee benefit plan, company, foundation, association, organization or other legal enterprise of which Indemnitee is or was serving at the request of Indemnitor as a Director, officer, employee, fiduciary or agent.
Exchange Act shall mean the Securities Exchange Act of 1934, as amended.
Expenses shall mean all reasonable costs, expenses, fees and charges, including, without limitation, all attorneys fees and costs, disbursements and retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other fees, disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include, without limitation, (i) expenses incurred in connection with any appeal resulting from, incurred by Indemnitee in connection with, arising out of, or in respect of or relating to, any Proceeding, including, without limitation, the premium, security for, and other costs relating to any cost bond, supersedes bond, injunction bond, appraisal bond, or other appeal bond or its equivalent, (ii) for purposes of Section 12(d) hereof only, expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitees rights under this Agreement, by litigation or otherwise, (iii) any federal, state, local or