Common use of Advancement of Expenses Clause in Contracts

Advancement of Expenses. To the fullest extent permitted by applicable law, the Company shall advance all Expenses actually and reasonably incurred by Indemnitee in connection with a Proceeding within thirty (30) days after receipt by the Company of a statement requesting such advances from time to time, whether prior to or after final disposition of any Proceeding. Such advances shall be unsecured and interest free and shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee shall be entitled to continue to receive advancement of Expenses pursuant to this Section 2(a) unless and until the matter of Indemnitee’s entitlement to indemnification hereunder has been finally adjudicated by court order or judgment from which no further right of appeal exists. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it ultimately is determined that Indemnitee is not entitled to be indemnified by the Company under the other provisions of this Agreement. Indemnitee shall qualify for advances upon the execution and delivery of this Agreement, which shall constitute the requisite undertaking with respect to repayment of advances made hereunder and no other form of undertaking shall be required to qualify for advances made hereunder other than the execution of this Agreement.

Advancement of Expenses. To the fullest extent permitted by applicable lawSubject to Section 9(b), the Company shall advance all advance, to the extent not prohibited by law, the Expenses actually and reasonably incurred by Indemnitee in connection with a Proceeding any Proceeding, and such advancement shall be made within thirty (30) days after the receipt by the Company of a statement or statements requesting such advances (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) from time to time, whether prior to or after final disposition of any Proceeding. Such advances Advances shall be unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee shall be entitled qualify for advances upon the execution and delivery to continue to receive advancement the Company of Expenses pursuant to this Section 2(a) unless and until the matter of Indemnitee’s entitlement to indemnification hereunder has been finally adjudicated by court order or judgment from Agreement which no further right of appeal exists. shall constitute an undertaking providing that Indemnitee hereby undertakes to the fullest extent required by law to repay such amounts advanced only if, the advance if and to the extent thatthat it is ultimately determined by a court of competent jurisdiction in a final judgment, it ultimately is determined not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company Company. The right to advances under the other provisions this paragraph shall in all events continue until final disposition of any Proceeding, including any appeal therein. Nothing in this Agreement. Indemnitee Section 8 shall qualify for advances upon the execution and delivery of this Agreement, which shall constitute the requisite undertaking with respect limit Indemnitee’s right to repayment of advances made hereunder and no other form of undertaking shall be required advancement pursuant to qualify for advances made hereunder other than the execution Section 12(e) of this Agreement.

Advancement of Expenses. To the fullest extent permitted by applicable lawNotwithstanding any other provision of this Agreement, the Company shall advance all Expenses actually and reasonably incurred by or on behalf of Indemnitee in connection with a defending any Proceeding within thirty (30) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of any such Proceeding. Such advances statement or statements shall be unsecured reasonably evidence the Expenses incurred by Indemnitee and interest free and Indemnitee shall be made without regard to Indemnitee’s ability also submit a written undertaking to repay the any Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions advanced if it shall ultimately be determined by a court of this Agreement. Indemnitee shall be entitled to continue to receive advancement of Expenses pursuant to this Section 2(a) unless and until the matter of Indemnitee’s entitlement to indemnification hereunder has been finally adjudicated by court order or judgment from which no further right of appeal exists. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it ultimately is determined competent jurisdiction that Indemnitee is not entitled to be indemnified by the Company under the other provisions of against such Expenses. Any advances and undertakings to repay pursuant to this Agreement. Indemnitee shall qualify for advances upon the execution and delivery of this Agreement, which shall constitute the requisite undertaking with respect to repayment of advances made hereunder and no other form of undertaking Section 5 shall be required unsecured and interest free. In furtherance of the foregoing, Indemnitee hereby undertakes to qualify for advances made hereunder other than repay such amounts advanced if, and to the execution extent that, it shall ultimately be determined by a court of competent jurisdiction that Indemnitee is not entitled to be indemnified by the Company pursuant to the terms of this Agreement.

Advancement of Expenses. To the fullest extent permitted by applicable law, the Company shall advance all Expenses actually and reasonably incurred by Indemnitee in connection with a Proceeding within thirty (30) days after receipt by the Company of a statement requesting such advances from time to time, whether prior to or after final disposition of any Proceeding. Such advances shall be unsecured and interest free and shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee shall be entitled to continue to receive advancement of Expenses pursuant to this Section 2(a2(1) unless and until the matter of Indemnitee’s entitlement to indemnification hereunder has been finally adjudicated by court order or judgment from which no further right of appeal exists. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it ultimately is determined that Indemnitee is not entitled to be indemnified by the Company under the other provisions of this Agreement. Indemnitee shall qualify for advances upon the execution and delivery of this Agreement, which shall constitute the requisite undertaking with respect to repayment of advances made hereunder and no other form of undertaking shall be required to qualify for advances made hereunder other than the execution of this Agreement.

Advancement of Expenses. To the fullest extent permitted by applicable lawthe DGCL, but subject to the Company shall advance all Expenses actually terms of this Agreement and reasonably following notice pursuant to Section 3(a) below, expenses (including attorneys’ fees, costs and expenses) incurred by Indemnitee in appearing at, participating in or defending, or otherwise arising out of or related to, any action, suit or proceeding described in Section 1(a) shall be paid by the Company in advance of the final disposition of such action, suit or proceeding, or in connection with any action, suit or proceeding brought to establish or enforce a Proceeding right to indemnification or advancement of expenses pursuant to Section 3 (an “advancement of expenses”), within thirty (30) 20 days after receipt by the Company of a statement or statements from Indemnitee requesting such advances advancement of expenses from time to time, whether prior to or after final disposition of any Proceeding. Such advances shall be unsecured and interest free and shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee shall be entitled to continue to receive advancement of Expenses pursuant to this Section 2(a) unless and until the matter of Indemnitee’s entitlement to indemnification hereunder has been finally adjudicated by court order or judgment from which no further right of appeal exists. Indemnitee hereby undertakes to repay such any amounts so advanced only if, and (without interest) to the extent that, that it is ultimately determined by final judicial decision from which there is determined no further right to appeal (a “final adjudication”) that such Indemnitee is not entitled to be indemnified by the Company or entitled to advancement of expenses under the other provisions of this Agreement. Indemnitee shall qualify for advances upon the execution and delivery of this Agreement, which shall constitute the requisite undertaking with respect to repayment of advances made hereunder and no No other form of undertaking shall be required to qualify for advances made hereunder of Indemnitee other than the execution of this Agreement. This Section 2 shall be subject to Section 3(b) and shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 6.

Advancement of Expenses. To the fullest extent permitted by applicable lawSubject to Section 9(b), the Company shall advance all advance, to the extent not prohibited by law, the Expenses actually and reasonably incurred by Indemnitee in connection with a Proceeding any Proceeding, and such advancement shall be made within thirty (30) days after the receipt by the Company of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) from time to time, whether prior to or after final disposition of any Proceeding. Such advances Advances shall be unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee shall be entitled to continue to receive advancement of Expenses pursuant to this Section 2(a) unless and until the matter of Indemnitee’s entitlement to indemnification hereunder has been finally adjudicated by court order or judgment from which no further right of appeal exists. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it ultimately is determined that Indemnitee is not entitled to be indemnified by the Company under the other provisions of this Agreement. Indemnitee shall qualify for advances upon the execution and delivery to the Company of an undertaking to repay the advance if and to the extent it is ultimately determined that Indemnitee is not entitled to indemnification, in the form attached hereto as Exhibit A. The right to advances under this Agreementparagraph shall in all events continue until final disposition of any Proceeding, which including any appeal therein. Nothing in this Section 8 shall constitute the requisite undertaking with respect limit Indemnitee’s right to repayment of advances made hereunder and no other form of undertaking shall be required advancement pursuant to qualify for advances made hereunder other than the execution Section 12(e) of this Agreement.

Advancement of Expenses. To the fullest extent permitted by applicable lawNotwithstanding any other provision of this Agreement, the Company shall advance all Expenses actually and reasonably incurred by or on behalf of Indemnitee in connection with a defending any Proceeding within thirty (30) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of any such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Xxxxxxxxxx and, if required by law at the time of such advance. Indemnitee shall also submit an undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined by a court of competent jurisdiction that Indemnitee is not entitled to be indemnified by the Company against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free and shall be made without regard to Indemnitee’s ability to repay free. In furtherance of the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee shall be entitled to continue to receive advancement of Expenses pursuant to this Section 2(a) unless and until the matter of Indemnitee’s entitlement to indemnification hereunder has been finally adjudicated by court order or judgment from which no further right of appeal exists. foregoing, Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall ultimately is be determined by a court of competent jurisdiction that Indemnitee is not entitled to be indemnified by the Company under the other provisions of this Agreement. Indemnitee shall qualify for advances upon the execution and delivery of this Agreement, which shall constitute the requisite undertaking with respect to repayment of advances made hereunder and no other form of undertaking shall be required to qualify for advances made hereunder other than the execution of as authorized by this Agreement.

Advancement of Expenses. To The Company shall advance Expenses to or on behalf of Indemnitee to the fullest extent permitted by applicable lawthe DGCL, the Company shall advance all Expenses actually and reasonably incurred by Indemnitee in connection with a Proceeding within thirty (30) days after receipt by the Company of a statement requesting as such advances law may be amended from time to timetime (but in the case of any such amendment, whether only to the extent that such amendment permits the Company to provide broader indemnification rights than were permitted prior thereto), as soon as practicable, but in any event not later than 30 days after written request therefor by Indemnitee, which request shall be accompanied by vouchers, invoices or similar evidence documenting in reasonable detail the Expenses incurred or to or after final disposition of be incurred by Indemnitee; provided, however, that Indemnitee need not submit to the Company any information that counsel for Indemnitee reasonably deems is privileged and exempt from compulsory disclosure in any Proceeding. Such advances shall be unsecured Execution and interest free and shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions delivery of this Agreement. Agreement by the Indemnitee shall be entitled to continue to receive advancement of Expenses pursuant to this Section 2(a) unless and until the matter of Indemnitee’s entitlement to indemnification hereunder has been finally adjudicated by court order or judgment from which no further right of appeal exists. Indemnitee hereby undertakes constitutes an undertaking to repay such amounts advanced only if, and to the extent that, it shall ultimately is be determined that Indemnitee is not entitled to be indemnified by the Company under the other provisions of as authorized by this Agreement. Indemnitee shall qualify for advances upon the execution and delivery of this Agreement, which shall constitute the requisite undertaking with respect to repayment of advances made hereunder and no No other form of undertaking shall be required to qualify for advances made hereunder other than the execution of this Agreement.

Advancement of Expenses. To The Company shall advance Expenses incurred by or on behalf of Indemnitee to the fullest extent permitted by applicable lawthe DGCL, the Company shall advance all Expenses actually and reasonably incurred by Indemnitee in connection with a Proceeding within thirty (30) days after receipt by the Company of a statement requesting as such advances law may be amended from time to timetime (but in the case of any such amendment, whether only to the extent that such amendment permits the Company to provide broader indemnification rights than were permitted prior thereto), prior to or after its final disposition of and as soon as practicable, but in any event not later than 30 days after written request therefor by Indemnitee, which request shall be accompanied by vouchers, invoices or similar evidence documenting in reasonable detail the Expenses incurred or to be incurred by Indemnitee; provided, however, that Indemnitee need not submit to the Company any information that counsel for Indemnitee reasonably deems is privileged and exempt from compulsory disclosure in any Proceeding. Such advances shall be unsecured Execution and interest free and shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions delivery of this Agreement. Agreement by the Indemnitee shall be entitled to continue to receive advancement of Expenses pursuant to this Section 2(a) unless and until the matter of Indemnitee’s entitlement to indemnification hereunder has been finally adjudicated by court order or judgment from which no further right of appeal exists. Indemnitee hereby undertakes constitutes an undertaking to repay such amounts advanced only if, and to the extent that, it ultimately is shall finally be determined that Indemnitee is not entitled to be indemnified by the Company under as authorized by this Agreement in accordance with the other provisions of this AgreementSection 4. Indemnitee shall qualify for advances upon the execution and delivery of this Agreement, which shall constitute the requisite undertaking with respect to repayment of advances made hereunder and no No other form of undertaking shall be required to qualify for advances made hereunder other than the execution of this Agreement. Advancement shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed.

Advancement of Expenses. To the fullest extent permitted by applicable law, the Company shall advance all All Expenses actually and reasonably incurred by the Indemnitee in connection with a defending any Proceeding within thirty (30) days after receipt described in Section 4 or 5 shall be paid by the Company in advance of a statement requesting such advances from time to time, whether prior to or after the final disposition of any Proceedingsuch Proceeding at the request of the Indemnitee. Such advances shall be unsecured and interest free and shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee shall be entitled to continue to To receive an advancement of Expenses pursuant under this Agreement, the Indemnitee shall submit a written request to this Section 2(a) unless the Secretary of the Company. Such request shall reasonably evidence the Expenses incurred by the Indemnitee and until shall include or be accompanied by an undertaking, by or on behalf of the matter Indemnitee, to repay all amounts so advanced if it shall ultimately be determined, by final judicial decision of Indemnitee’s entitlement to indemnification hereunder has been finally adjudicated by a court order or judgment of competent jurisdiction from which there is no further right of appeal exists. Indemnitee hereby undertakes to repay such amounts advanced only ifappeal, and to that the extent that, it ultimately is determined that Indemnitee is not entitled to be indemnified for such Expenses by the Company as provided by this Agreement or otherwise. The Indemnitee’s undertaking to repay any such amounts is not required to be secured. Each such advancement of Expenses shall be made within 20 calendar days after the receipt by the Secretary of the Company of such written request. The Indemnitee’s entitlement to Expenses under this Agreement shall include those incurred in connection with any action, suit, or proceeding by the other provisions Indemnitee seeking an adjudication pursuant to Section 11 of this Agreement. Indemnitee shall qualify for advances upon Agreement (including the execution and delivery enforcement of this Agreement, which provision) to the extent the court shall constitute determine that the requisite undertaking with respect Indemnitee is entitled to repayment an advancement of advances made hereunder and no other form of undertaking shall be required to qualify for advances made hereunder other than the execution of this AgreementExpenses hereunder.

Advancement of Expenses. To the fullest extent permitted by applicable law, the Company shall advance all All Expenses actually and reasonably incurred by the Indemnitee in connection with a defending any Proceeding within thirty (30) days after receipt described in Section 4 or 5 shall be paid by the Company in advance of a statement requesting such advances from time to time, whether prior to or after the final disposition of any Proceedingsuch Proceeding at the request of the Indemnitee. Such advances shall be unsecured and interest free and shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee shall be entitled to continue to To receive an advancement of Expenses pursuant under this Agreement, the Indemnitee shall submit a written request to this Section 2(a) unless the Secretary of the Company. Such request shall reasonably evidence the Expenses incurred by the Indemnitee and until shall include or be accompanied by an undertaking, by or on behalf of the matter Indemnitee, to repay all amounts so advanced if it shall ultimately be determined, by final judicial decision of Indemnitee’s entitlement to indemnification hereunder has been finally adjudicated by a court order or judgment of competent jurisdiction from which there is no further right of appeal exists. Indemnitee hereby undertakes to repay such amounts advanced only ifappeal, and to that the extent that, it ultimately is determined that Indemnitee is not entitled to be indemnified for such Expenses by the Company as provided by this Agreement or otherwise. The Indemnitee’s undertaking to repay any such amounts is not required to be secured. Each such advancement of Expenses shall be made within 20 calendar days after the receipt by the Secretary of the Company of such written request. The Indemnitee’s entitlement to Expenses under this Agreement shall include those incurred in connection with any action, suit, or proceeding by the other provisions Indemnitee seeking an adjudication or award in arbitration pursuant to Section 11 of this Agreement. Indemnitee shall qualify for advances upon Agreement (including the execution and delivery enforcement of this Agreement, which provision) to the extent the court or arbitrator shall constitute determine that the requisite undertaking with respect Indemnitee is entitled to repayment an advancement of advances made hereunder and no other form of undertaking shall be required to qualify for advances made hereunder other than the execution of this AgreementExpenses hereunder.

Advancement of Expenses. To the fullest extent permitted not prohibited by applicable law, the Company shall advance all the Expenses actually and reasonably incurred by Indemnitee in connection with a Proceeding any proceeding, and such advancement shall be made within thirty twenty (3020) days after the receipt by the Company of a statement or statements requesting such advances from time (which shall include invoices received by Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references to time, whether prior legal work performed or to or after final disposition of expenditures made that would cause Indemnitee to waive any Proceedingprivilege accorded by applicable law shall not be included with the invoice). Such advances Advances shall be unsecured and unsecured, interest free and shall be made without regard to Indemnitee’s ability to repay the Expenses. Advances shall include any and all Expenses and without regard incurred by Indemnitee pursuing an action to enforce Indemnitee’s ultimate entitlement right to indemnification under this Agreement or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the other provisions Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement. Agreement shall constitute an undertaking providing that Indemnitee shall be entitled shall, to continue to receive advancement of Expenses pursuant to this Section 2(athe fullest extent required by law, repay the advance (without interest) unless and until the matter of Indemnitee’s entitlement to indemnification hereunder has been finally adjudicated by court order or judgment from which no further right of appeal exists. Indemnitee hereby undertakes to repay such amounts advanced only if, if and to the extent thatthat it is ultimately determined by a court of competent jurisdiction in a final judgment, it ultimately is determined not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company Company. The right to advances under the other provisions this Section shall continue until final disposition of this Agreementany proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee shall qualify for advances upon the execution and delivery of this Agreement, which shall constitute the requisite undertaking with respect indemnity is excluded pursuant to repayment of advances made hereunder and no other form of undertaking shall be required to qualify for advances made hereunder other than the execution of this AgreementSection 10(b).

Advancement of Expenses. To the fullest extent permitted by applicable law, the Company shall advance all Expenses actually and reasonably incurred by Indemnitee in connection with a Proceeding within thirty (30) days after receipt by the Company of a statement requesting such advances from time to time, whether prior to or after final disposition of any Proceeding. Such advances shall be unsecured and interest free and shall be made without regard to Indemnitee’s 's ability to repay the Expenses and without regard to Indemnitee’s 's ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee shall be entitled to continue to receive advancement of Expenses pursuant to this Section 2(a) unless and until the matter of Indemnitee’s 's entitlement to indemnification hereunder has been finally adjudicated by court order or judgment from which no further right of appeal exists. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it ultimately is determined that Indemnitee is not entitled to be indemnified by the Company under the other provisions of this Agreement. Indemnitee shall qualify for advances upon the execution and delivery of this Agreement, which shall constitute the requisite undertaking with respect to repayment of advances made hereunder and no other form of undertaking shall be required to qualify for advances made hereunder other than the execution of this Agreement.

Advancement of Expenses. To the fullest extent permitted by applicable lawSubject to Section 9(b), the Company shall advance all advance, the Expenses actually and reasonably incurred by Indemnitee in connection with a Proceeding any Proceeding, and such advancement shall be made within thirty (30) days after the receipt by the Company of a statement or statements requesting such advances (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) from time to time, whether prior to or after final disposition of any Proceeding. Such advances Advances shall be unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee shall be entitled qualify for advances upon the execution and delivery to continue to receive advancement the Company of Expenses pursuant to this Section 2(a) unless and until the matter of Indemnitee’s entitlement to indemnification hereunder has been finally adjudicated by court order or judgment from Agreement which no further right of appeal exists. shall constitute an undertaking providing that Indemnitee hereby undertakes to the fullest extent required by law to repay such amounts advanced only if, the advance if and to the extent thatthat it is ultimately determined by a court of competent jurisdiction in a final judgment, it ultimately is determined not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company under the other provisions of this AgreementCompany. Indemnitee shall qualify for advances upon the execution and delivery of this Agreement, which shall constitute the requisite undertaking with respect to repayment of advances made hereunder and no No other form of undertaking shall be required required. The right to qualify for advances made hereunder other than the execution under this paragraph shall in all events continue until final disposition of any Proceeding, including any appeal therein. Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(e) of this Agreement.

Advancement of Expenses. To the fullest extent permitted by applicable law, the Company shall advance all Expenses actually and reasonably incurred by Indemnitee in connection with a Proceeding within thirty (30) days after receipt by the Company of a statement requesting such advances from time to time, whether prior to or after final disposition of any Proceeding. Such advances shall be unsecured and interest free and shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee shall be entitled to continue to receive advancement of Expenses pursuant to this Section 2(a) unless and until the matter of Indemniteelndemnitee’s entitlement to indemnification hereunder has been finally adjudicated by court order or judgment from which no further right of appeal exists. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it ultimately is determined that Indemnitee is not entitled to be indemnified by the Company under the other provisions of this Agreement. Indemnitee shall qualify for advances upon the execution and delivery of this Agreement, which shall constitute the requisite undertaking with respect to repayment of advances made hereunder and no other form of undertaking shall be required to qualify for advances made hereunder other than the execution of this Agreement.

Advancement of Expenses. To the fullest extent permitted by applicable law, the The Company shall advance all Expenses actually and reasonably incurred by Indemnitee in connection with a Proceeding within thirty (30) days after receipt Indemnitee. The advances to be made hereunder shall be paid by the Company of a statement requesting such advances from time to time, whether prior Indemnitee as soon as practicable but in any event no later than five days after written demand by Indemnitee therefor to or after final disposition of any Proceedingthe Company. Such The advances shall be unsecured and interest free and free. The right to advances under this section shall in all events continue until final disposition of any Proceeding, including any appeal therein. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. Advances shall be made without regard to Indemnitee’s ability to repay. The advances are intended to be an obligation of the Company to Indemnitee hereunder and shall in no event be deemed to be a personal loan. The Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking providing that the Indemnitee undertakes to the fullest extent permitted by law to repay the Expenses and advance (without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee shall be entitled to continue to receive advancement of Expenses pursuant to this Section 2(ainterest) unless and until the matter of Indemnitee’s entitlement to indemnification hereunder has been finally adjudicated by court order or judgment from which no further right of appeal exists. Indemnitee hereby undertakes to repay such amounts advanced only if, if and to the extent thatthat it is ultimately determined by a court of competent jurisdiction in a final judgment, it ultimately is determined not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company under the other provisions of this AgreementCompany. Indemnitee shall qualify for advances upon the execution and delivery of this Agreement, which shall constitute the requisite undertaking with respect to repayment of advances made hereunder and no No other form of undertaking shall be required to qualify for advances made hereunder other than the execution of this Agreement.

Advancement of Expenses. To the fullest extent permitted by applicable law, the Company shall advance all All Expenses actually and reasonably incurred by the Indemnitee in connection with a defending any Proceeding within thirty (30) days after receipt described in Section 4 or 5 shall be paid by the Company in advance of a statement requesting such advances from time to time, whether prior to or after the final disposition of any Proceedingsuch Proceeding at the request of the Indemnitee. Such advances shall be unsecured and interest free and shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee shall be entitled to continue to To receive an advancement of Expenses pursuant under this Agreement, the Indemnitee shall submit a written request to this Section 2(a) unless the Company. Such request shall reasonably evidence the Expenses incurred by the Indemnitee and until shall include or be accompanied by an undertaking, by or on behalf of the matter Indemnitee, to repay all amounts so advanced if it shall ultimately be determined, by final judicial decision of Indemnitee’s entitlement to indemnification hereunder has been finally adjudicated by a court order or judgment of competent jurisdiction from which there is no further right of appeal exists. Indemnitee hereby undertakes to repay such amounts advanced only ifappeal, and to that the extent that, it ultimately is determined that Indemnitee is not entitled to be indemnified for such Expenses by the Company as provided by this Agreement or otherwise. The Indemnitee’s undertaking to repay any such amounts is not required to be secured. Each such advancement of Expenses shall be made within 20 calendar days after the receipt by the Company of such written request. The Indemnitee’s entitlement to Expenses under this Agreement shall include those incurred in connection with any action, suit, or proceeding by the other provisions Indemnitee seeking an adjudication pursuant to Section 11 of this Agreement. Indemnitee shall qualify for advances upon Agreement (including the execution and delivery enforcement of this Agreement, which provision) to the extent the court shall constitute determine that the requisite undertaking with respect Indemnitee is entitled to repayment an advancement of advances made hereunder and no other form of undertaking shall be required to qualify for advances made hereunder other than the execution of this AgreementExpenses hereunder.

Advancement of Expenses. To the fullest extent permitted by applicable law, the Company shall advance all Expenses actually and reasonably incurred by Indemnitee in connection with a Proceeding within thirty (30) days after receipt by the Company of a statement requesting such advances from time to time, whether prior to or after final disposition of any Proceeding. Such advances shall be an obligation of the Company to Indemnitee (and not a loan to Indemnitee, and therefore unsecured and interest free free) and shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee shall be entitled to continue to receive advancement of Expenses pursuant to this Section 2(a) unless and until the matter of Indemnitee’s entitlement to indemnification hereunder has been finally adjudicated by court order or judgment from which no further right of appeal exists. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it ultimately is determined that Indemnitee is not entitled to be indemnified by the Company under the other provisions of this Agreement. Indemnitee shall qualify for advances upon the execution and delivery of this Agreement, which shall constitute the requisite undertaking with respect to repayment of advances made hereunder and no other form of undertaking shall be required to qualify for advances made hereunder other than the execution of this Agreement.

Advancement of Expenses. To the fullest extent permitted by applicable law, the Company shall advance all (a) All Expenses actually and reasonably incurred by the Indemnitee in connection with a defending any Proceeding within thirty (30) days after receipt described in Section 4 or 5 shall be paid by the Company in advance of a statement requesting such advances from time to time, whether prior to or after the final disposition of any Proceedingsuch Proceeding at the request of the Indemnitee. Such advances shall be unsecured and interest free and shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee shall be entitled to continue to To receive an advancement of Expenses pursuant under this Agreement, the Indemnitee shall submit a written request to this Section 2(a) unless the Secretary of the Company. Such request shall reasonably evidence the Expenses incurred by the Indemnitee and until shall include or be accompanied by an undertaking, by or on behalf of the matter Indemnitee, to repay all amounts so advanced if it shall ultimately be determined, by final judicial decision of Indemnitee’s entitlement to indemnification hereunder has been finally adjudicated by a court order or judgment of competent jurisdiction from which there is no further right of appeal exists. Indemnitee hereby undertakes to repay such amounts advanced only ifappeal, and to that the extent that, it ultimately is determined that Indemnitee is not entitled to be indemnified for such Expenses by the Company as provided by this Agreement or otherwise. The Indemnitee’s undertaking to repay any such amounts is not required to be secured. Each such advancement of Expenses shall be made within 20 calendar days after the receipt by the Secretary of the Company of such written request. The Indemnitee’s entitlement to Expenses under this Agreement shall include those incurred in connection with any action, suit, or proceeding by the other provisions Indemnitee seeking an adjudication or award in arbitration pursuant to Section 10 of this Agreement. Indemnitee shall qualify for advances upon Agreement (including the execution and delivery enforcement of this Agreement, which provision) to the extent the court or arbitrator shall constitute determine that the requisite undertaking with respect Indemnitee is entitled to repayment an advancement of advances made hereunder and no other form of undertaking shall be required to qualify for advances made hereunder other than the execution of this AgreementExpenses hereunder.

Advancement of Expenses. To the fullest extent permitted not prohibited by applicable law, the Company shall advance all Expenses actually and reasonably incurred by Indemnitee. The advances to be made hereunder (each, an “Expense Advance”) shall be paid by the Company to Indemnitee as soon as practicable but in connection with a Proceeding within any event no later than thirty (30) days after receipt written demand by Indemnitee therefor to the Company. Indemnitee shall qualify for such Expense Advances upon the execution and delivery to the Company of a statement requesting such advances from time to time, whether prior to or after final disposition of any Proceeding. Such advances this Agreement which shall be unsecured and interest free and shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. constitute an undertaking providing that Indemnitee shall be entitled to continue to receive advancement of Expenses pursuant to this Section 2(a) unless and until the matter of Indemnitee’s entitlement to indemnification hereunder has been finally adjudicated by court order or judgment from which no further right of appeal exists. Indemnitee hereby undertakes to repay such amounts advanced only if, Expense Advances if and to the extent thatthat it is ultimately determined by a court of competent jurisdiction in a final judgment, it ultimately is determined not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company under Company. Until it is so finally determined by the other provisions of this Agreement. court that Indemnitee is not entitled indemnification, Indemnitee shall qualify for advances upon the execution and delivery of this Agreement, which shall constitute the requisite undertaking with respect to repayment of advances made hereunder and no other form of undertaking shall not be required to qualify repay such Expense Advances to the Company and Indemnitee shall continue to receive Expense Advances pursuant to this Section 2(a). Indemnitee’s obligation to reimburse the Company for advances made hereunder other than the execution of this Agreementany Expense Advance shall be unsecured and no interest shall be charged thereon.

Advancement of Expenses. To the fullest extent permitted by applicable law, the Company shall advance all Expenses actually and reasonably incurred by Indemnitee in connection with a Proceeding within thirty (30) days after receipt by the Company of a statement requesting such advances from time to time, whether prior to or after final disposition of any Proceeding. Such advances shall be unsecured and interest free and shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee shall be entitled to continue to receive advancement of Expenses pursuant to this Section 2(a) unless and until the matter of Indemnitee’s entitlement to indemnification hereunder has been finally adjudicated by court order or judgment from which no further right of appeal exists. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it ultimately is determined in a final non-appealable judgment that Indemnitee is not entitled to be indemnified by the Company under the other provisions of this Agreement. Indemnitee shall qualify for advances upon the execution and delivery of this Agreement, which shall constitute the requisite undertaking with respect to repayment of advances made hereunder and no other form of undertaking shall be required to qualify for advances made hereunder other than the execution of this Agreement.

Advancement of Expenses. To the fullest extent permitted by applicable lawlaw and the Articles, the Company shall advance all Expenses actually and reasonably incurred by Indemnitee in connection with a Proceeding within thirty (30) days after receipt by the Company of a statement requesting such advances from time to time, whether prior to or after final disposition of any Proceeding. Such advances shall be unsecured and interest free and shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. To the extent permissible by applicable law and the Articles, Indemnitee shall be entitled to continue to receive advancement of Expenses pursuant to this Section 2(a) unless and until the matter of Indemnitee’s entitlement to indemnification hereunder has been finally adjudicated by court order or judgment from which no further right of appeal exists. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it ultimately is determined that Indemnitee is not entitled to be indemnified by the Company under the other provisions of this AgreementAgreement and the Articles. To the extent permissible by applicable law and the Articles, Indemnitee shall qualify for advances upon the execution and delivery of this Agreement, which shall constitute the requisite undertaking with respect to repayment of advances made hereunder and no other form of undertaking shall be required to qualify for advances made hereunder other than the execution of this Agreement.

Advancement of Expenses. To the fullest extent permitted by applicable law, the Company The Corporation shall advance all Expenses actually and reasonably incurred by or on behalf of Indemnitee in connection with a any Proceeding within thirty twenty (3020) days after the receipt by the Company Corporation of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of any such Proceeding. Such advances statement or statements shall reasonably evidence the Expenses incurred by Indemnitee. Advances shall be unsecured and interest free and interest-free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee Advances shall be entitled include any and all reasonable Expenses incurred pursuing an action to continue to receive advancement of Expenses pursuant to this Section 2(a) unless and until enforce the matter of Indemnitee’s entitlement to indemnification hereunder has been finally adjudicated by court order or judgment from which no further right of appeal existsadvancement, to the extent provided in Section 7(c) hereof. By execution of this Agreement, Indemnitee hereby undertakes agrees to repay such amounts any Expenses advanced only if, and to the extent thatextent, it shall ultimately is determined be determined, in accordance with this Agreement, that Indemnitee is not entitled to be indemnified by the Company under the other provisions of this AgreementCorporation. Indemnitee shall qualify for advances upon the execution and delivery of this Agreement, which shall constitute the requisite undertaking with respect to repayment of advances made hereunder and no No other form of undertaking to return advances shall be required to qualify for advances made hereunder other than the execution of this Agreement. The right to advances under this Section shall in all events continue until final disposition of any Proceeding, including any appeal in respect thereof. With respect to advances, the Corporation shall, in accordance with Indemnitee’s request (but without duplication): (i) pay such Expenses on behalf of Indemnitee; (ii) advance to Indemnitee funds sufficient to permit payment of such Expenses or (iii) reimburse Indemnitee for such Expenses.

Advancement of Expenses. To the fullest extent permitted by applicable law, the Company shall advance all Expenses actually and reasonably incurred by Indemnitee in connection with a Proceeding within thirty (30) days after receipt by the Company of a statement requesting such advances from time to time, whether prior to or after final disposition of any Proceeding. Such advances shall be unsecured and interest free and shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee shall be entitled to continue to receive advancement of Expenses pursuant to this Section 2(a) 3.1 unless and until the matter of Indemnitee’s entitlement to indemnification hereunder has been finally adjudicated by court order or judgment from which no further right of appeal exists. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, that it ultimately is determined by the Board of Directors that Indemnitee is not entitled to be indemnified by the Company under the other provisions of this Agreement. Indemnitee shall qualify for advances upon the execution and delivery of this Agreement, which shall constitute the requisite undertaking with respect to repayment of advances made hereunder and no other form of undertaking shall be required to qualify for advances made hereunder other than the execution of this Agreement.

Advancement of Expenses. To the fullest extent permitted by applicable law, the Company shall advance all Expenses actually and reasonably incurred by Indemnitee in connection with a Proceeding within thirty (30) days after receipt by the Company of a statement requesting such advances from time to time, whether prior to or after through the final disposition of any Proceeding, including any appeals. Such advances shall be unsecured and interest free and shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee shall be entitled to continue to receive advancement of Expenses pursuant to this Section 2(a) unless and until the matter of Indemnitee’s entitlement to indemnification hereunder has been finally adjudicated by court order or judgment from which no further right of appeal exists. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it ultimately is determined that Indemnitee is not entitled to be indemnified by the Company under the other provisions of this Agreement. Indemnitee shall qualify for advances upon the execution and delivery of this Agreement, which shall constitute the requisite undertaking with respect to repayment of advances made hereunder and no other form of undertaking shall be required to qualify for advances made hereunder other than the execution of this Agreement.

Advancement of Expenses. To the fullest extent permitted by applicable law, the Company shall advance all Expenses actually and reasonably incurred by Indemnitee in connection with a Proceeding within thirty (30) days after receipt by the Company of a statement requesting such advances from time to time, whether prior to or after final disposition of any Proceeding. Such advances shall be unsecured and interest free and shall be made without regard to Indemnitee’s 's ability to repay the Expenses and without regard to Indemnitee’s 's ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee shall be entitled to continue to receive advancement of Expenses pursuant to this Section 2(a) unless and until the matter of Indemnitee’s lndemnitee's entitlement to indemnification hereunder has been finally adjudicated by court order or judgment from which no further right of appeal exists. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it ultimately is determined that Indemnitee is not entitled to be indemnified by the Company under the other provisions of this Agreement. Indemnitee shall qualify for advances upon the execution and delivery of this Agreement, which shall constitute the requisite undertaking with respect to repayment of advances made hereunder and no other form of undertaking shall be required to qualify for advances made hereunder other than the execution of this Agreement.

Advancement of Expenses. To the fullest extent permitted by applicable law, the Company shall advance all Expenses actually and reasonably incurred by Indemnitee in connection with a any Proceeding referred to in Section 1(a) or 1(b) within thirty (30) days after receipt by the Company of a statement requesting such advances from time to time, whether prior to or after final disposition of any Proceeding. Such advances shall be unsecured and interest free and shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee shall be entitled to continue to receive advancement of Expenses pursuant to this Section 2(a) unless and until the matter of Indemnitee’s entitlement to indemnification hereunder has been finally adjudicated by court order or judgment from which no further right of appeal exists. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it ultimately is determined by final judicial decision from which there is no further right to appeal that Indemnitee is not entitled to be indemnified by the Company under the other provisions of this Agreement. Indemnitee shall qualify for advances upon the execution and delivery of this Agreement, which shall constitute the requisite undertaking with respect to repayment of advances made hereunder and no other form of undertaking shall be required to qualify for advances made hereunder other than the execution of this Agreement.

Advancement of Expenses. To the fullest extent permitted by applicable law, the Company shall advance all Expenses actually and reasonably incurred by Indemnitee in connection with a Proceeding (or any part of any Proceeding) within thirty (30) days after receipt by the Company of a statement requesting such advances from time (which shall include invoices received by Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references to time, whether prior legal work performed or to or after final disposition of expenditure made that would cause Indemnitee to waive any Proceedingprivilege accorded by applicable law shall not be included with the invoice). Such advances shall be unsecured and interest free and shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee shall be entitled to continue to receive advancement of Expenses pursuant to this Section 2(a) unless and until the matter of Indemnitee’s entitlement to indemnification hereunder has been finally adjudicated by court order or judgment from which no further right of appeal exists. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it ultimately is determined that Indemnitee is not entitled to be indemnified by the Company under the other provisions of this Agreement. Indemnitee shall qualify for advances upon the execution and delivery of this Agreement, which shall constitute the requisite undertaking with respect to repayment of advances made hereunder and no other form of undertaking shall be required to qualify for advances made hereunder other than the execution of this Agreement.

Advancement of Expenses. To The Company shall, to the fullest extent permitted not prohibited by applicable law, the Company shall advance pay all Expenses actually and reasonably incurred by Indemnitee in connection with a Proceeding within thirty the investigation, defense, settlement or appeal of any civil or criminal Claim referenced in Section l(a) or (30b) days after receipt by hereof in advance of the Company of a statement requesting such advances from time to time, whether prior to or after final disposition of any Proceedingsuch Claim. Such advances shall be unsecured and interest free and Advances shall be made without regard to Indemnitee’s 's ability to repay the Expenses expenses and without regard to Indemnitee’s 's ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee shall be entitled to continue to receive advancement of Expenses pursuant to this Section 2(a) unless and until the matter of Indemnitee’s entitlement to indemnification hereunder has been finally adjudicated by court order or judgment from which no further right of appeal exists. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it ultimately shall finally adjudicated by a court of competent jurisdiction in a court order or judgment from which no further right of appeal either exists or is determined pursued within six months from the date of such court order or judgment, that Indemnitee is not entitled to be indemnified by the Company under as authorized hereby. The advances to be made hereunder shall be paid by the other provisions of this Agreement. Company to Indemnitee shall qualify for advances upon the execution and within thirty (30) days following delivery of this Agreementa written request therefor, together with evidence of such Expenses incurred, by Indemnitee to the Company (which shall constitute include invoices received by Indemnitee in connection with such Expenses but, in the requisite undertaking case of invoices in connection with respect legal services, any references to repayment of advances legal work performed or to expenditures made hereunder and no other form of undertaking that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice). Advances shall be required unsecured and interest free. This Section 2 shall not apply to qualify any claim made by Indemnitee for advances made hereunder other than the execution of this Agreementwhich indemnity is excluded pursuant to Section 8.

Advancement of Expenses. To the fullest extent permitted by applicable lawSubject to Section 15(b) below, the Company shall advance advance, to the fullest extent not prohibited by law, all Expenses actually and reasonably expenses incurred by the Indemnitee in connection with a Proceeding within thirty (30) days after receipt by the Company of a statement requesting such advances from time to timeinvestigation, whether prior to defense, settlement or after final disposition appeal of any Proceedingproceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an agent of the Company. Such advances Advances shall be unsecured and interest free and free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee Advances shall be entitled include all reasonable expenses incurred pursuing an action to continue to receive advancement of Expenses pursuant to enforce this Section 2(a) unless and until the matter of Indemnitee’s entitlement to indemnification hereunder has been finally adjudicated by court order or judgment from which no further right of appeal existsadvancement, including expenses incurred preparing and forwarding statements to the Company to support the advances claimed. By signing this Agreement, the Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall ultimately is be determined that the Indemnitee is not entitled to be indemnified by the Company under the other provisions of as authorized by this Agreement. The advances to be made hereunder shall be paid by the Company to or on behalf of the Indemnitee shall qualify for advances upon the execution and within thirty (30) days following delivery of this Agreement, which shall constitute a written request therefor by the requisite undertaking with respect Indemnitee to repayment of advances made hereunder and no other form of undertaking shall be required to qualify for advances made hereunder other than the execution of this AgreementCompany.

Advancement of Expenses. To the fullest extent permitted not prohibited by applicable law, the Company shall advance all the Expenses actually and reasonably incurred by Indemnitee in connection with a Proceeding any proceeding, and such advancement shall be made within thirty (30) 30 days after the receipt by the Company of a statement or statements requesting such advances from time (which shall include invoices received by Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references to time, whether prior legal work performed or to or after final disposition of expenditures made that would cause Indemnitee to waive any Proceedingprivilege accorded by applicable law shall not be included with the invoice). Such advances Advances shall be unsecured and unsecured, interest free and shall be made without regard to Indemnitee’s ability to repay the Expenses. Advances shall include any and all Expenses and without regard incurred by Indemnitee pursuing an action to enforce Indemnitee’s ultimate entitlement right to indemnification under this Agreement or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements to the other provisions Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement. Agreement shall constitute an undertaking providing that Indemnitee shall be entitled shall, to continue to receive advancement of Expenses pursuant to this Section 2(athe fullest extent required by law, repay the advance (without interest) unless and until the matter of Indemnitee’s entitlement to indemnification hereunder has been finally adjudicated by court order or judgment from which no further right of appeal exists. Indemnitee hereby undertakes to repay such amounts advanced only if, if and to the extent thatthat it is ultimately determined by a court of competent jurisdiction in a final judgment, it ultimately is determined not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company Company. The right to advances under the other provisions this Section shall continue until final disposition of this Agreementany proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee shall qualify for advances upon the execution and delivery of this Agreement, which shall constitute the requisite undertaking with respect indemnity is excluded pursuant to repayment of advances made hereunder and no other form of undertaking shall be required to qualify for advances made hereunder other than the execution of this AgreementSection 10.

Advancement of Expenses. To the fullest extent permitted by applicable law, the Company The Corporation shall advance all Expenses actually and reasonably incurred by or on behalf of Indemnitee in connection with a any Proceeding within thirty twenty (3020) days after the receipt by the Company Corporation of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of any such Proceeding. Such advances statement or statements shall reasonably evidence the Expenses incurred by Indemnitee. Advances shall be unsecured and interest free and interest-free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee Advances shall be entitled include any and all reasonable Expenses incurred pursuing an action to continue to receive advancement of Expenses pursuant to this Section 2(a) unless and until enforce the matter of Indemnitee’s entitlement to indemnification hereunder has been finally adjudicated by court order or judgment from which no further right of appeal existsadvancement, to the extent provided in Section 7(c) hereof. Indemnitee By execution of this Agreement, Xxxxxxxxxx hereby undertakes agrees to repay such amounts any Expenses advanced only if, and to the extent thatextent, it shall ultimately is determined be determined, in accordance with this Agreement, that Indemnitee is not entitled to be indemnified by the Company under the other provisions of this AgreementCorporation. Indemnitee shall qualify for advances upon the execution and delivery of this Agreement, which shall constitute the requisite undertaking with respect to repayment of advances made hereunder and no No other form of undertaking to return advances shall be required to qualify for advances made hereunder other than the execution of this Agreement. The right to advances under this Section shall in all events continue until final disposition of any Proceeding, including any appeal in respect thereof. With respect to advances, the Corporation shall, in accordance with Indemnitee’s request (but without duplication): (i) pay such Expenses on behalf of Indemnitee; (ii) advance to Indemnitee funds sufficient to permit payment of such Expenses or (iii) reimburse Indemnitee for such Expenses.

Advancement of Expenses. To the fullest extent permitted by applicable law, the Company shall advance all All Expenses actually and reasonably incurred by the Indemnitee in connection with a defending any Proceeding within thirty (30) days after receipt described in Section 4 or 5 shall be paid by the Company in advance of a statement requesting such advances from time to time, whether prior to or after the final disposition of any Proceedingsuch Proceeding at the request of the Indemnitee. Such advances shall be unsecured and interest free and shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee shall be entitled to continue to To receive an advancement of Expenses pursuant under this Agreement, the Indemnitee shall submit a written request to this Section 2(a) unless the Secretary of the Company. Such request shall reasonably evidence the Expenses incurred by the Indemnitee and until shall include or be accompanied by an undertaking, by or on behalf of the matter Indemnitee, to repay all amounts so advanced if it shall ultimately be determined, by final judicial decision of Indemnitee’s entitlement to indemnification hereunder has been finally adjudicated by a court order or judgment of competent jurisdiction from which there is no further right of appeal exists. Indemnitee hereby undertakes to repay such amounts advanced only ifappeal, and to that the extent that, it ultimately is determined that Indemnitee is not entitled to be indemnified for such Expenses by the Company as provided by this Agreement or otherwise. The Indemnitee’s undertaking to repay any such amounts is not required to be secured. Each such advancement of Expenses shall be made within 20 calendar days after the receipt by the Secretary of the Company of such written request. The Indemnitee’s entitlement to Expenses under this Agreement shall include those incurred in connection with any action, suit, or proceeding by the other provisions Indemnitee seeking an adjudication pursuant to Section 10 of this Agreement. Indemnitee shall qualify for advances upon Agreement (including the execution and delivery enforcement of this Agreement, which provision) to the extent the court shall constitute determine that the requisite undertaking with respect Indemnitee is entitled to repayment an advancement of advances made hereunder and no other form of undertaking shall be required to qualify for advances made hereunder other than the execution of this AgreementExpenses hereunder.

Advancement of Expenses. To the fullest extent permitted by applicable law, the Company shall advance on a current and as-incurred basis all Expenses actually costs and reasonably expenses (including attorneys’ fees) incurred by Indemnitee in connection with a Proceeding within thirty (30the investigation, defense, settlement or appeal of any action, suit or proceeding referenced in Section 1(a) days after receipt by or Section l(b) hereof. Such costs and expenses shall be paid in advance of the Company of a statement requesting such advances from time to time, whether prior to or after final disposition of any Proceeding. Such advances shall be unsecured and interest free and shall be made the action, suit or proceeding without regard to Indemnitee’s ability to repay the Expenses advances and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Agreement and shall continue until such time (if any) as there is a final non-appealable judicial determination that Indemnitee shall be is not entitled to continue to receive advancement of Expenses pursuant to this Section 2(a) unless and until the matter of Indemnitee’s entitlement to indemnification hereunder has been finally adjudicated by court order or judgment from which no further right of appeal existsindemnification. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall ultimately is be determined in a decision by a court of competent jurisdiction from which no appeal can be taken that Indemnitee is not entitled to be indemnified by the Company under the other provisions of this Agreementas authorized hereby. Indemnitee shall qualify for advances upon the execution and delivery of this Agreement, which shall constitute the requisite undertaking with respect to Such repayment of advances made hereunder and no other form of undertaking obligation shall be required unsecured and shall not bear interest. The Company shall not impose on Indemnitee additional conditions to qualify for advances made hereunder other than the execution of this Agreementadvancement or require from Indemnitee additional undertakings regarding repayment.

Advancement of Expenses. To the fullest extent permitted by applicable law, the The Company shall advance all Expenses actually and reasonably incurred by to the Indemnitee in connection with a Proceeding within thirty 30 calendar days of such request (30) days after receipt by the Company of a statement requesting such advances from time to time, whether prior to or after final disposition of any Proceedingan “Expense Advance”). Such advances shall be unsecured and interest free and shall be made without regard to Indemnitee’s ability to sf-4393690 repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee shall be entitled to continue to receive advancement of Expenses pursuant to this Section 2(a) 3 unless and until the matter of Indemnitee’s entitlement to indemnification hereunder has been finally adjudicated by court order or judgment from which no further right of appeal exists. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it ultimately is determined that Indemnitee is not entitled to be indemnified by the Company under the other provisions of this Agreement. Indemnitee shall qualify for advances upon the execution and delivery of this Agreement, which shall constitute the requisite undertaking with respect to repayment of advances made hereunder and no other form of undertaking shall be required to qualify for advances made hereunder other than the execution of this Agreement. Expenses incurred by the Indemnitee while not acting in his/her capacity as a director or officer of the Company or any subsidiary thereof, including service with respect to employee benefit plans, may be advanced upon such terms and conditions as the Board, in its sole discretion, deems appropriate.

Advancement of Expenses. To the fullest extent permitted by applicable law, the Company shall advance all Expenses actually and reasonably incurred by Indemnitee in Page 2 of 9 4127-5511-8131.2 connection with a Proceeding within thirty (30) days after receipt by the Company of a statement requesting such advances from time to time, whether prior to or after final disposition of any Proceeding. Such advances shall be unsecured and interest free and shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee shall be entitled to continue to receive advancement of Expenses pursuant to this Section 2(a) unless and until the matter of Indemnitee’s entitlement to indemnification hereunder has been finally adjudicated by court order or judgment from which no further right of appeal exists. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it ultimately is determined that Indemnitee is not entitled to be indemnified by the Company under the other provisions of this Agreement. Indemnitee shall qualify for advances upon the execution and delivery of this Agreement, which shall constitute the requisite undertaking with respect to repayment of advances made hereunder and no other form of undertaking shall be required to qualify for advances made hereunder other than the execution of this Agreement.