Common use of Advance of Expenses Clause in Contracts

Advance of Expenses. The Company shall advance all expenses incurred by or on behalf of Indemnitee in connection with any Proceeding within twenty (20) 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 such Proceeding. Such statement or statements shall reasonably evidence the expenses incurred by Indemnitee and shall include or be preceded or accompanied by an undertaking by or on behalf of Indemnitee to repay any expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such expenses, which undertaking shall be accepted by or on behalf of the Company with reference to the financial ability of Indemnitee to make repayment, and without the pledging of any security by Indemnitee. Notwithstanding Indemnitee's above-described rights to advancement of expenses, no advance of expenses shall be made in the circumstances proscribed by Section 3(a). Notwithstanding any other provision of this Agreement, if Indemnitee requests an adjudication or an award in arbitration pursuant to the provisions of Section 12 below in order to establish an entitlement to indemnification or advancement of expenses, any determination made pursuant to Section 4 of this Agreement that Indemnitee is not entitled to indemnification or to receive advancement of expenses shall not be binding and Indemnitee shall not be required to reimburse the Company for any expense advance unless and until a final judicial determination or award in arbitration is made with respect thereto as to which all rights of appeal therefrom have been exhausted or lapsed.

Advance of Expenses. The Company shall advance all expenses (i) All Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding shall be advanced by the Corporation to Indemnitee (“Expense Advance”) within twenty (20) 20 days after the receipt by the Company Corporation of a statement or statements from Indemnitee requesting written request for such advance or advances which may be made from time to time, whether prior to or after final disposition of such Proceeding. Such statement a Proceeding (unless there has been a final determination by a court of competent jurisdiction or statements shall reasonably evidence the expenses incurred by Indemnitee and shall include or be preceded or accompanied by decision of an undertaking by or on behalf of Indemnitee to repay any expenses advanced if it shall ultimately be determined arbitrator that Indemnitee is not entitled to be indemnified against for such expenses, which undertaking shall be accepted by or on behalf of the Company with reference to the financial ability of Indemnitee to make repayment, and without the pledging of any security by IndemniteeExpenses). Notwithstanding Indemnitee's above-described rights to advancement of expenses, no advance of expenses Any Expense Advance requested hereby shall be made in without regard to Indemnitee’s ability to repay the circumstances proscribed by Section 3(a). Notwithstanding any other provision amount of the Expense Advance and without regard to the Indemnitee’s ultimate entitlement to indemnification under this Agreement. Indemnitee’s entitlement to Expense Advances shall include those Expenses incurred in connection with any Proceeding by Indemnitee seeking a determination, if Indemnitee requests an adjudication or an award in arbitration pursuant to this Agreement. Each written request shall reasonably evidence the provisions of Section 12 below Expenses incurred by Indemnitee in order connection therewith. The Indemnitee hereby promises to establish an entitlement repay to indemnification or advancement of expenses, any determination made pursuant to Section 4 of this Agreement the Corporation the amounts advanced if it shall ultimately be determined that the Indemnitee is not entitled to indemnification or be indemnified pursuant to receive advancement the terms of expenses shall not be binding and Indemnitee shall not be required to reimburse the Company for any expense advance unless and until a final judicial determination or award in arbitration is made with respect thereto as to which all rights of appeal therefrom have been exhausted or lapsedthis Agreement.

Advance of Expenses. The Company Notwithstanding any provision of this Agreement to the contrary, the Corporation shall advance advance, to the extent not prohibited by law, all expenses Expenses incurred by or on behalf of Indemnitee (or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee within three (3) months) in connection with any Proceeding Proceeding, and such advancement shall be made within twenty (20) days after the receipt by the Company Corporation of a statement or statements from Indemnitee requesting such advance advances (which shall include invoices received by Indemnitee in connection with such Expenses, if applicable, but, in the case of invoices in connection with legal services, any references to legal work performed or advances 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 such any Proceeding. Such statement or statements Advances shall reasonably evidence be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the expenses incurred by and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. The Indemnitee shall qualify for advances upon the execution and delivery to the Corporation of this Agreement, which shall include or be preceded or accompanied by constitute an undertaking providing that the Indemnitee undertakes to the fullest extent required by or on behalf of Indemnitee law to repay any expenses the amounts advanced (without interest) if and to the extent that it shall is ultimately be determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified against such expenses, which by the Corporation. No other form of undertaking shall be accepted by or on behalf of required other than the Company with reference to the financial ability of Indemnitee to make repayment, and without the pledging of any security by Indemnitee. Notwithstanding Indemnitee's above-described rights to advancement of expenses, no advance of expenses shall be made in the circumstances proscribed by Section 3(a). Notwithstanding any other provision execution of this Agreement, if Indemnitee requests an adjudication or an award . The right to advances under this paragraph shall in arbitration pursuant all events continue until final disposition of any Proceeding. Nothing in this Section 9 shall limit Indemnitee’s right to the provisions of Section 12 below in order to establish an entitlement to indemnification or advancement of expenses, any determination made pursuant to Section 4 13(e) of this Agreement Agreement. The parties agree that Indemnitee is not entitled to indemnification or to receive for the purposes of any advancement of expenses Expenses for which Indemnitee has made written demand to the Corporation in accordance with this Agreement, all Expenses included in such demand that are certified by affidavit of Indemnitee’s counsel as being reasonable shall not be binding and Indemnitee shall not presumed conclusively to be required to reimburse the Company for any expense advance unless and until a final judicial determination or award in arbitration is made with respect thereto as to which all rights of appeal therefrom have been exhausted or lapsedreasonable.

Advance of Expenses. The Company shall will advance all expenses reasonable Expenses actually and reasonably incurred by or on behalf of Indemnitee in connection with any Proceeding (other than a Proceeding brought to enforce indemnification under this Agreement, applicable law, the Charter or Bylaws of the Company, any agreement, a resolution of the stockholders entitled to vote generally in the election of directors or a resolution of the Board of Directors), to which Indemnitee is, or is threatened to be, made a party or a witness, within twenty ten (2010) days after the receipt by the Company of a written statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall must reasonably evidence the expenses Expenses incurred by Indemnitee. The statement or statements must include a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company, as authorized by law and shall by this Agreement, has been met. The statement or statements must also include or be preceded or accompanied by an a written undertaking by or on behalf of Indemnitee, in substantially the form attached hereto as Exhibit A, or in such form as may be required under applicable law as in effect at the time the undertaking is signed. The undertaking requires Indemnitee to repay any expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such expenses, which undertaking shall be accepted by or on behalf of reimburse the Company with reference to the financial ability of Indemnitee to make repayment, and without the pledging portion of any security by Indemnitee. Notwithstanding Indemnitee's above-described rights Expenses advanced to advancement of expenseshim relating to claims, no advance of expenses shall be made issues or matters in the circumstances proscribed by Proceeding for which it is ultimately determined pursuant to Section 3(a). Notwithstanding any other provision 9 of this Agreement that the standard of conduct was not met and which have not been successfully resolved as described in Section 7 of this Agreement. Such reimbursement will be made within thirty (30) days of such determination; provided, however, that if Indemnitee requests an adjudication has commenced, or an award commences within such thirty (30)-day period, legal proceedings in arbitration pursuant a court of competent jurisdiction to the provisions of Section 12 below in order to establish an entitlement to indemnification or advancement of expensessecure a determination that he should be indemnified under applicable law, any determination made pursuant to Section 4 of this Agreement by the Company that Indemnitee is not entitled to indemnification or to receive advancement of expenses shall will not be binding binding, and Indemnitee shall will not be required to reimburse the Company for any expense advance unless and Expenses until a final judicial determination or award in arbitration is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses will be allocated on a reasonable and proportionate basis. The undertaking required by this Section 8 will be an unlimited general obligation by or on behalf of Indemnitee and will be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor.

Advance of Expenses. The Company shall advance from time to time (whether prior to, during or after final disposition of any applicable Proceeding or Entitlement Proceeding) all expenses reasonable Expenses incurred by or on behalf of Indemnitee in connection with (a) any Proceeding to which Indemnitee is, or is threatened to be, made a party or a witness or (b) any Entitlement Proceeding, in each case, within twenty (20) ten days after the receipt by the Company of a written statement or statements from Indemnitee requesting that (i) requests such advance or advances from time to timeadvances, whether prior to or after final disposition of such Proceeding. Such statement or statements shall (ii) reasonably evidence evidences the expenses Expenses incurred by Indemnitee and shall include (iii) (A) if such statement relates to a Proceeding pursuant to (a) above, includes or be is preceded or accompanied by a written affirmation and undertaking by Indemnitee in substantially the form attached hereto as Exhibit A (with any modifications as the Company may require so that such affirmation and undertaking is in accordance with the MGCL or other applicable law as in effect at the time of the execution thereof) or (b) if such statement relates to an Entitlement Proceeding pursuant to (b) above, includes or is preceded or accompanied by an undertaking in substantially the form attached hereto as Exhibit B (with any modifications as the Company may require so that such undertaking is in accordance with the MGCL or other applicable law as in effect at the time of the execution thereof). To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in a Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 8 shall be an unlimited general obligation by or on behalf of Indemnitee to repay any expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such expenses, which undertaking and shall be accepted by or on behalf without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. Advances shall be unsecured and interest free. Such advances are deemed to be an obligation of the Company with reference to the financial ability of Indemnitee to make repaymenthereunder, and without the pledging of any security by Indemnitee. Notwithstanding Indemnitee's above-described rights to advancement of expenses, shall in no advance of expenses shall event be made in the circumstances proscribed by Section 3(a). Notwithstanding any other provision of this Agreement, if Indemnitee requests an adjudication or an award in arbitration pursuant to the provisions of Section 12 below in order to establish an entitlement to indemnification or advancement of expenses, any determination made pursuant to Section 4 of this Agreement that Indemnitee is not entitled to indemnification or to receive advancement of expenses shall not be binding and Indemnitee shall not be required to reimburse the Company for any expense advance unless and until deemed a final judicial determination or award in arbitration is made with respect thereto as to which all rights of appeal therefrom have been exhausted or lapsedpersonal loan.

Advance of Expenses. The Company shall advance all expenses Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding in which Indemnitee may be involved, or is threatened to be involved, including as a party, a witness or otherwise, by reason of Indemnitee’s Corporate Status, within twenty ten (2010) 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 such Proceeding. Such statement or statements shall reasonably evidence the expenses Expenses incurred by Indemnitee and shall include or be preceded or accompanied by an a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by the MGCL has been met and a written undertaking by or on behalf of Indemnitee, in substantially the form of Exhibit A hereto, to reimburse the portion of any Expenses advanced to Indemnitee relating to repay any expenses advanced if claims, issues or matters in the Proceeding as to which it shall ultimately be finally determined that the standard of conduct has not been met and which have not been successfully resolved as described in Section 5. For the avoidance of doubt, the Company shall advance Expenses incurred by Indemnitee is not entitled to be indemnified against such expenses, which undertaking shall be accepted by or on his or her behalf of the Company in connection with reference to the financial ability of Indemnitee to make repayment, and without the pledging of any security by Indemnitee. Notwithstanding Indemnitee's above-described rights to advancement of expenses, no advance of expenses shall be made in the circumstances proscribed by Section 3(a). Notwithstanding any other provision of this Agreement, if Indemnitee requests an adjudication or an award in arbitration such a Proceeding pursuant to this Section until it is finally determined that the provisions of Section 12 below in order to establish an entitlement to indemnification or advancement of expenses, any determination made pursuant to Section 4 of this Agreement that Indemnitee is not entitled to indemnification under law in respect of such Proceeding. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 6 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to receive Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. At Indemnitee’s request, advancement of expenses any such Expense shall not be binding and Indemnitee shall not be required to reimburse made by the Company for any expense advance unless and until a final judicial determination or award in arbitration is made with respect thereto as to which all rights Company’s direct payment of appeal therefrom have been exhausted or lapsedsuch Expense instead of reimbursement of Indemnitee’s payment of such Expense.

Advance of Expenses. The Company shall advance all reasonable legal expenses and other costs incurred by or on behalf of an Indemnitee in connection with any Proceeding to which Indemnitee is, or is threatened to be, made a party or a witness, only if all of the following are satisfied: (a) the proceeding relates to acts or omissions with respect to the performance of duties or services on behalf of the Company, (b) the Indemnitee provides the Company with written affirmation of the Indemnitee’s good faith belief that the Indemnitee has met the standard of conduct necessary for indemnification by the Company as authorized by Section 4 or 5 hereof, (c) the legal proceeding was initiated by a third party who is not a Stockholder or, if by a Stockholder of the Company acting in his or her capacity as such, a court of competent jurisdiction approves such advancement, and (d) the Indemnitee provides the Company with a written agreement, in substantially the form attached hereto as Exhibit A or in such form as may be required under applicable law as in effect at the time of the execution thereof, to repay the amount paid or reimbursed by the Company, together with the applicable legal rate of interest thereon, if it is ultimately determined that the Indemnitee did not comply with the requisite standard of conduct and is not entitled to indemnification. The Company shall advance all reasonable Expenses so incurred by or on behalf of Indemnitee in connection with any Proceeding within twenty (20) ten 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 such Proceeding. Such statement or statements shall reasonably evidence the expenses Expenses incurred by Indemnitee and shall include or be preceded or accompanied by an a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by law and by this Agreement has been met and a written undertaking by or on behalf of Indemnitee satisfying (d) above. For so long as the Company is subject to repay the Investment Company Act, any expenses advanced if it advancement of Expenses shall ultimately be determined subject to at least one of the following as a condition of the advancement: (a) Indemnitee shall provide a security for his or her undertaking, (b) the Company shall be insured against losses arising by reason of any lawful advances or (c) a majority of a quorum of the Disinterested Trustees of the Company, or Independent Counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full-trial-type inquiry), that there is reason to believe that Indemnitee is not ultimately will be found entitled to be indemnified against indemnification . To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such expenses, which undertaking Expenses shall be accepted allocated on a reasonable and proportionate basis. The undertaking required by this Section 8 shall be an unlimited general obligation by or on behalf of the Company with Indemnitee and shall be accepted without reference to the Indemnitee’s financial ability of Indemnitee to make repayment, repay such advanced Expenses and without the pledging of any requirement to post security by Indemniteetherefor. Notwithstanding Indemnitee's above-described rights the foregoing, this Section 8 shall only apply to advancement of expenses, no advance of expenses shall be made in the circumstances proscribed by Section 3(a). Notwithstanding any other provision of this Agreement, if an Indemnitee requests an adjudication or an award in arbitration pursuant prior to the provisions qualification of Section 12 below in order to establish an entitlement to indemnification or advancement of expenses, any determination made pursuant to Section 4 of this Agreement that Indemnitee is not entitled to indemnification or to receive advancement of expenses shall not be binding and Indemnitee shall not be required to reimburse the Company for any expense advance unless and until a final judicial determination or award in arbitration is made with respect thereto Company’s common stock as to which all rights of appeal therefrom have been exhausted or lapsedCovered Securities.

Advance of Expenses. The Company shall will advance all expenses reasonable Expenses actually and reasonably incurred by or on behalf of Indemnitee in connection with any Proceeding (other than a Proceeding brought to enforce indemnification under this Agreement, applicable law, the Charter or Bylaws of the Company, any agreement, a resolution of the stockholders entitled to vote generally in the election of directors or a resolution of the Board of Directors), to which Indemnitee is, or is threatened to be, made a party or a witness, within twenty (20) 10 days after the receipt by the Company of a written statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall must reasonably evidence the expenses Expenses incurred by Indemnitee. The statement or statements must include a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company, as authorized by law and shall by this Agreement, has been met. The statement or statements must also include or be preceded or accompanied by an a written undertaking by or on behalf of Indemnitee, in substantially the form attached hereto as Exhibit A, or in such form as may be required under applicable law as in effect at the time the undertaking is signed. The undertaking requires Indemnitee to repay any expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such expenses, which undertaking shall be accepted by or on behalf of reimburse the Company with reference to the financial ability of Indemnitee to make repayment, and without the pledging portion of any security by Indemnitee. Notwithstanding Indemnitee's above-described rights Expenses advanced to advancement of expenseshim relating to claims, no advance of expenses shall be made issues or matters in the circumstances proscribed by Proceeding for which it is ultimately determined pursuant to Section 3(a). Notwithstanding any other provision 9 of this Agreement that the standard of conduct was not met and which have not been successfully resolved as described in Section 7 of this Agreement. Such reimbursement will be made within 30 days of such determination; provided, however, that if Indemnitee requests an adjudication has commenced, or an award commences within such 30-day period, legal proceedings in arbitration pursuant a court of competent jurisdiction to the provisions of Section 12 below in order to establish an entitlement to indemnification or advancement of expensessecure a determination that he should be indemnified under applicable law, any determination made pursuant to Section 4 of this Agreement by the Company that Indemnitee is not entitled to indemnification or to receive advancement of expenses shall will not be binding binding, and Indemnitee shall will not be required to reimburse the Company for any expense advance unless and Expenses until a final judicial determination or award in arbitration is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses will be allocated on a reasonable and proportionate basis. The undertaking required by this Section 8 will be an unlimited general obligation by or on behalf of Indemnitee and will be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor.

Advance of Expenses. The Company shall shall, without requiring a determination of the Indemnitee’s entitlement to indemnification hereunder, advance all expenses reasonable Expenses actually and reasonably incurred by or on behalf of Indemnitee in connection with any Proceeding (other than a Proceeding brought to enforce indemnification under this Agreement, applicable law, the Charter or Bylaws of the Company, any agreement or a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors, in which case Expenses shall be paid as provided in Section 11 and Section 18 hereof) to which Indemnitee is, or is threatened to be, made a party or a witness, within twenty (20) ten 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 such Proceeding. Such statement or statements shall reasonably evidence the expenses Expenses incurred by Indemnitee and shall include or be preceded or accompanied by an a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by law and by this Agreement has been met and a written undertaking by or on behalf of Indemnitee, in substantially the form attached hereto as Exhibit A or in such form as may be required under applicable law as in effect at the time of the execution thereof, to reimburse the portion of any Expenses advanced to Indemnitee relating to repay any expenses advanced if claims, issues or matters in the Proceeding as to which it shall ultimately be determined established that the standard of conduct has not been met and which have not been successfully resolved as described in Section 7. To the extent that Expenses advanced to Indemnitee is do not entitled relate to be indemnified against a specific claim, issue or matter in the Proceeding, such expenses, which undertaking Expenses shall be accepted allocated on a reasonable and proportionate basis. The undertaking required by this Section 8 shall be an unlimited general obligation by or on behalf of the Company with Indemnitee and shall be accepted without reference to the Indemnitee’s financial ability of Indemnitee to make repayment, repay such advanced Expenses and without the pledging of any requirement to post security by Indemnitee. Notwithstanding Indemnitee's above-described rights to advancement of expenses, no advance of expenses shall be made in the circumstances proscribed by Section 3(a). Notwithstanding any other provision of this Agreement, if Indemnitee requests an adjudication or an award in arbitration pursuant to the provisions of Section 12 below in order to establish an entitlement to indemnification or advancement of expenses, any determination made pursuant to Section 4 of this Agreement that Indemnitee is not entitled to indemnification or to receive advancement of expenses shall not be binding and Indemnitee shall not be required to reimburse the Company for any expense advance unless and until a final judicial determination or award in arbitration is made with respect thereto as to which all rights of appeal therefrom have been exhausted or lapsedtherefor.

Advance of Expenses. The Company shall shall, without requiring a preliminary determination of Indemnitee’s ultimate entitlement to indemnification hereunder, advance all expenses reasonable Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding to which Indemnitee is, or is threatened to be, made a party or a witness, within twenty (20) ten 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 such Proceeding. Such statement or statements shall reasonably evidence itemize the expenses Expenses incurred by Indemnitee in reasonable detail and shall include or be preceded or accompanied by an undertaking by or on behalf of Indemnitee to shall, and hereby undertakes to, repay any expenses Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such expensesExpenses. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, which undertaking issue or matter in the Proceeding, such Expenses shall be accepted allocated on a proportionate basis. The undertaking required by this Section 9 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor. All amounts advanced to the Indemnitee by the Company with reference to the financial ability of Indemnitee to make repayment, and without the pledging of any security by Indemnitee. Notwithstanding Indemnitee's above-described rights to advancement of expenses, no advance of expenses shall be made in the circumstances proscribed by Section 3(a). Notwithstanding any other provision of this Agreement, if Indemnitee requests an adjudication or an award in arbitration pursuant to the provisions of Section 12 below in order to establish an entitlement to indemnification or advancement of expenses, any determination made pursuant to Section 4 of this Agreement that Indemnitee is not entitled to indemnification or to receive advancement of expenses shall not be binding and Indemnitee shall not be required to reimburse the Company for any expense advance unless and until a final judicial determination or award in arbitration is made with respect thereto as to which all rights of appeal therefrom have been exhausted or lapsedwithout interest.

Advance of Expenses. The Company shall shall, without requiring a determination of the Indemnitee’s entitlement to indemnification hereunder, advance all expenses reasonable Expenses actually and reasonably incurred by or on behalf of Indemnitee in connection with any the defense or disposition of such Proceeding to which Indemnitee is, or is threatened to be, made a party or a witness, within twenty (20) 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 such Proceeding. Such statement or statements shall reasonably evidence the expenses Expenses incurred by Indemnitee and shall include or be preceded or accompanied by an a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by law and by this Agreement has been met and a written undertaking by or on behalf of Indemnitee, in substantially the form attached hereto as Exhibit A or in such form as may be required under applicable law as in effect at the time of the execution thereof, to reimburse the portion of any Expenses advanced to the Indemnitee incurred solely in defense of claims, issues or matters in the Proceeding as to repay any expenses advanced if which it shall ultimately be determined established that the standard of conduct has not been met by Indemnitee and which have not been successfully resolved as described in Section 7 of this Agreement. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on the basis that the Indemnitee is not entitled to be indemnified against such expensesfor all Expenses that reasonably relate to the defense of an indemnifiable claim, which issue, or matter. The undertaking required by this Section 8 shall be accepted an unlimited general obligation by or on behalf of the Company with Indemnitee and shall be accepted without reference to the Indemnitee’s financial ability of Indemnitee to make repayment, repay such advanced Expenses and without the pledging of any requirement to post security by Indemnitee. Notwithstanding Indemnitee's above-described rights to advancement of expenses, no advance of expenses shall be made in the circumstances proscribed by Section 3(a). Notwithstanding any other provision of this Agreement, if Indemnitee requests an adjudication or an award in arbitration pursuant to the provisions of Section 12 below in order to establish an entitlement to indemnification or advancement of expenses, any determination made pursuant to Section 4 of this Agreement that Indemnitee is not entitled to indemnification or to receive advancement of expenses shall not be binding and Indemnitee shall not be required to reimburse the Company for any expense advance unless and until a final judicial determination or award in arbitration is made with respect thereto as to which all rights of appeal therefrom have been exhausted or lapsedtherefor.

Advance of Expenses. The Company Notwithstanding any provision of this Agreement to the contrary, the Partnership shall advance advance, to the extent not prohibited by law, all expenses Expenses incurred by or on behalf of Indemnitee (or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee within three (3) months) in connection with any Proceeding Proceeding, and such advancement shall be made within twenty (20) days after the receipt by the Company Partnership of a statement or statements from Indemnitee requesting such advance advances (which shall include invoices received by Indemnitee in connection with such Expenses, if applicable, but, in the case of invoices in connection with legal services, any references to legal work performed or advances 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 such any Proceeding. Such statement or statements Advances shall reasonably evidence be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the expenses incurred by and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. The Indemnitee shall qualify for advances upon the execution and delivery to the Partnership of this Agreement, which shall include or be preceded or accompanied by constitute an undertaking providing that the Indemnitee undertakes to the fullest extent required by or on behalf of Indemnitee law to repay any expenses the amounts advanced (without interest) if and to the extent that it shall is ultimately be determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified against such expenses, which by the Partnership. No other form of undertaking shall be accepted by or on behalf of required other than the Company with reference to the financial ability of Indemnitee to make repayment, and without the pledging of any security by Indemnitee. Notwithstanding Indemnitee's above-described rights to advancement of expenses, no advance of expenses shall be made in the circumstances proscribed by Section 3(a). Notwithstanding any other provision execution of this Agreement, if Indemnitee requests an adjudication or an award . The right to advances under this paragraph shall in arbitration pursuant all events continue until final disposition of any Proceeding. Nothing in this Section 8 shall limit Indemnitee’s right to the provisions of Section 12 below in order to establish an entitlement to indemnification or advancement of expenses, any determination made pursuant to Section 4 12(e) of this Agreement Agreement. The parties agree that Indemnitee is not entitled to indemnification or to receive for the purposes of any advancement of expenses Expenses for which Indemnitee has made written demand to the Partnership in accordance with this Agreement, all Expenses included in such demand that are certified by affidavit of Indemnitee’s counsel as being reasonable shall not be binding and Indemnitee shall not presumed conclusively to be required to reimburse the Company for any expense advance unless and until a final judicial determination or award in arbitration is made with respect thereto as to which all rights of appeal therefrom have been exhausted or lapsedreasonable.

Advance of Expenses. The Company Corporation shall advance all expenses reasonable Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding within twenty (20) 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 such Proceeding. Such statement or statements shall reasonably evidence or reflect the expenses Expenses incurred by Indemnitee and shall include or be preceded or accompanied by an undertaking by or on behalf of Indemnitee to repay any expenses Expenses advanced if and to the extent it shall is determined ultimately be determined in a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified against such expenses, which undertaking Expenses. Advances shall be accepted unsecured, interest free and without regard to Indemnitee’s ability to repay the Expenses. Advances shall include any and all Expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement or on behalf otherwise and this right of the Company with reference advancement, including Expenses incurred preparing and forwarding statements to the financial ability of Corporation to support the advances claimed. Indemnitee to make repayment, acknowledges that the execution and without the pledging of any security by Indemnitee. Notwithstanding Indemnitee's above-described rights to advancement of expenses, no advance of expenses shall be made in the circumstances proscribed by Section 3(a). Notwithstanding any other provision of this Agreement, if Indemnitee requests an adjudication or an award in arbitration pursuant to the provisions of Section 12 below in order to establish an entitlement to indemnification or advancement of expenses, any determination made pursuant to Section 4 delivery of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to indemnification or be indemnified by the Corporation in accordance with the terms of this Agreement. The right to receive advancement advances under this Section shall continue until final disposition of expenses any Proceeding, including any appeal therein. This Section 7 shall not be binding and apply to any claim made by Indemnitee shall not be required for which indemnity is excluded pursuant to reimburse the Company for any expense advance unless and until a final judicial determination or award in arbitration is made with respect thereto as to which all rights of appeal therefrom have been exhausted or lapsedSection 15.

Advance of Expenses. The Company shall advance all expenses incurred by or on behalf of Indemnitee in connection with any Proceeding within twenty (20) 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 such Proceeding. Such statement or statements shall reasonably evidence the expenses incurred by Indemnitee and shall include or be preceded or accompanied by an undertaking by or on behalf of Indemnitee to repay any expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such expenses, which undertaking shall be accepted by or on behalf of the Company with without reference to the financial ability of Indemnitee to make repayment, and without the pledging of any security by Indemnitee. Notwithstanding Indemnitee's above-described rights to advancement of expenses, no advance of expenses shall be made in the circumstances proscribed by Section 3(a). Notwithstanding any other provision of this Agreement, if Indemnitee requests an adjudication or an award in arbitration pursuant to the provisions of Section 12 below in order to establish an entitlement to indemnification or advancement of expenses, any determination made pursuant to Section 4 of this Agreement that Indemnitee is not entitled to indemnification or to receive advancement of expenses shall not be binding and Indemnitee shall not be required to reimburse the Company for any expense advance unless and until a final judicial determination or award in arbitration is made with respect thereto as to which all rights of appeal therefrom have been exhausted or lapsed.