Common use of ADVANCES OF EXPENSES; DEFENSE OF CLAIM Clause in Contracts

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any provision of this Agreement to the contrary, and to the fullest extent permitted by applicable law, the Company shall advance the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three (3) months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured 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. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. 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 advance (without interest) 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 be indemnified by the Company. No other form of undertaking shall be required other than the execution of this Agreement. This Section 10(a) shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 9.

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any other provision of this Agreement to the contraryAgreement, and to the fullest extent permitted by applicable law, the Company Corporation shall from time to time prior to the final disposition of any Proceeding advance the to or on behalf of Indemnitee payment of all Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three (3) months) in connection with any such Proceeding within ten (10) days after the receipt by the Company Corporation from Indemnitee of a statement or statements requesting such advances from time to time, whether prior to or after final disposition of any Proceedingwritten request therefor. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses Expenses, shall not be subject to the satisfaction of any standard of conduct and without regard to shall not be conditional upon any prior determination of Indemnitee’s ultimate entitlement to indemnification be indemnified or held harmless under the other provisions of this Agreement. Advances shall include Agreement or the absence of any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements prior determination to the Company to support the advances claimedcontrary. The Indemnitee shall qualify for advances upon the execution and delivery to the Company Corporation of this Agreement which shall constitute an undertaking providing that the of Indemnitee undertakes to the fullest extent permitted by law to repay the advance portion of any Expenses advanced (without interest) if and relating to claims, issues or matters in the extent that Proceeding as to which it is shall ultimately be determined by a court upon or following the final disposition of competent jurisdiction in a final judgment, not subject to appeal, the Proceeding that Indemnitee is not entitled to be indemnified by the CompanyCorporation under the provisions of this Agreement, the Certificate of Incorporation, the Bylaws of the Corporation, applicable law or otherwise. No other form of undertaking shall be required other than the execution of this Agreement. This Section 10(a) shall not apply in respect of any Expenses as to any claim made by Indemnitee for which indemnity payment is excluded pursuant to Section 99(a) or (c).

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any other provision of this Agreement to the contraryAgreement, and to the fullest extent permitted by applicable law, the Company Corporation shall from time to time prior to the final disposition of any Proceeding advance the to or on behalf of Indemnitee payment of all Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three (3) months) in connection with any such Proceeding within ten (10) days after the receipt by the Company Corporation from Indemnitee of a statement or statements requesting such advances from time to time, whether prior to or after final disposition of any Proceedingwritten request therefore. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s 's ability to repay the Expenses Expenses, shall not be subject to the satisfaction of any standard of conduct and without regard to shall not be conditional upon any prior determination of Indemnitee’s 's ultimate entitlement to indemnification be indemnified or held harmless under the other provisions of this Agreement. Advances shall include Agreement or the absence of any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements prior determination to the Company to support the advances claimedcontrary. The Indemnitee shall qualify for advances upon the execution and delivery to the Company Corporation of this Agreement which shall constitute an undertaking providing that the of Indemnitee undertakes to the fullest extent permitted by law to repay the advance portion of any Expenses advanced (without interest) if and relating to claims, issues or matters in the extent that Proceeding as to which it is shall ultimately be determined by a court upon or following the final disposition of competent jurisdiction in a final judgment, not subject to appeal, the Proceeding that Indemnitee is not entitled to be indemnified by the CompanyCorporation under the provisions of this Agreement, the Certificate of Incorporation, the Bylaws of the Corporation, applicable law or otherwise. No other form of undertaking shall be required other than the execution of this Agreement. This Section 10(a) shall not apply in respect of any Expenses as to any claim made by Indemnitee for which indemnity payment is excluded pursuant to Section 99(a) or (c).

ADVANCES OF EXPENSES; DEFENSE OF CLAIM. (a) Notwithstanding any other provision of this Agreement to the contraryAgreement, and to the fullest extent permitted by applicable law, the Company Corporation shall from time to time prior to the final disposition of any Proceeding advance the to or on behalf of Indemnitee payment of all Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three (3) months) in connection with any such Proceeding within ten (10) days after the receipt by the Company Corporation from Indemnitee of a statement or statements requesting such advances from time to time, whether prior to or after final disposition of any Proceedingwritten request therefore. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses Expenses, shall not be subject to the satisfaction of any standard of conduct and without regard to shall not be conditional upon any prior determination of Indemnitee’s ultimate entitlement to indemnification be indemnified or held harmless under the other provisions of this Agreement. Advances shall include Agreement or the absence of any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements prior determination to the Company to support the advances claimedcontrary. The Indemnitee shall qualify for advances upon the execution and delivery to the Company Corporation of this Agreement which shall constitute an undertaking providing that the of Indemnitee undertakes to the fullest extent permitted by law to repay the advance portion of any Expenses advanced (without interest) if and relating to claims, issues or matters in the extent that Proceeding as to which it is shall ultimately be determined by a court upon or following the final disposition of competent jurisdiction in a final judgment, not subject to appeal, the Proceeding that Indemnitee is not entitled to be indemnified by the CompanyCorporation under the provisions of this Agreement, the Certificate of Incorporation, the Bylaws of the Corporation, applicable law or otherwise. No other form of undertaking shall be required other than the execution of this Agreement. This Section 10(a) shall not apply in respect of any Expenses as to any claim made by Indemnitee for which indemnity payment is excluded pursuant to Section 99(a) or (c).