Common use of Basic Indemnification Arrangement Clause in Contracts

Basic Indemnification Arrangement. In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will indemnify and hold harmless Indemnitee to the fullest extent permitted by law, as soon as practicable, but in any event no later than fifteen (15) calendar days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of, or suffered or incurred by Indemnitee in connection with, such Claim; and (b) the Company will pay or reimburse Indemnitee for any and all Expenses incurred by Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemnitee. Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, Indemnitee will not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such Claim.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason reasons of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law, law as soon as practicable, practicable but in any event no later than fifteen thirty (1530) calendar days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) ofof such Claim and any federal, state, local or suffered foreign taxes imposed on the Indemnitee as a result of the actual or incurred deemed receipt of any payments under this Agreement (including the creation of the trust referred to in Section 4 hereof). If so requested by Indemnitee in connection withIndemnitee, such Claim; and (b) the Company will pay or reimburse Indemnitee for shall advance (within five (5) business days of such request) any and all Expenses incurred by to Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemniteean "Expense Advance"). Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrarycontrary and except as provided in Section 5, prior to a Change in Control Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such Claim.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law, law as soon as practicable, practicable but in any event no later than fifteen (15) calendar thirty days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) ofof such Claim and any federal, state, local or suffered foreign taxes imposed on the Indemnitee as a result of the actual or incurred deemed receipt of any payments under this Agreement (including the creation of the trust referred to in Section 4 hereof). If so requested by Indemnitee in connection withIndemnitee, such Claim; and (b) the Company will pay or reimburse Indemnitee for shall advance (within two business days of such request) any and all Expenses incurred by expenses to Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemniteean “Expense Advance”). Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrarycontrary and except as provided in Section 5 and the proviso in the first sentence of Section 2(b) hereof, prior to a Change in Control Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such Claim.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law, law as soon as practicable, practicable but in any event no later than fifteen thirty (1530) calendar days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) ofof such Claim and any federal, state, local or suffered foreign taxes imposed on the Indemnitee as a result of the actual or incurred deemed receipt of any payments under this Agreement (including the creation of the trust referred to in SECTION 4 hereof). If so requested by Indemnitee in connection withIndemnitee, such Claim; and (b) the Company will pay or reimburse Indemnitee for shall advance (within five (5) business days of such request) any and all Expenses incurred by to Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemniteean "Expense Advance"). Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrarycontrary and except as provided in SECTION 5, prior to a Change in Control Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such Claim.

Basic Indemnification Arrangement. In the event If Indemnitee was, is or becomes at any time a party to to, or witness or other participant in, or is threatened to be made a party to to, or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent now or hereafter authorized or permitted by law, law as soon as practicable, practicable but in any event no later than fifteen (15) calendar 30 days after written demand is presented to the Company, from and against any and all Expenses, judgments, finesfines (including excise taxes assessed against an Indemnitee with respect to an employee benefit plan), penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with with, or in respect of of, such Expenses, judgments, fines, penalties or amounts paid in settlement) of, or suffered or incurred by Indemnitee in connection with, of such Claim; and (b) . If so requested by Indemnitee, the Company will pay or reimburse Indemnitee for shall advance (within two business days of such request) any and all Expenses incurred by to Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemniteean "Expense Advance"). Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, (i) Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in any action in which the Indemnitee's conduct has been finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct; (ii) in any derivative action in which Indemnitee has been finally adjudged to be liable to the Company, unless and only to the extent that the Court of Chancery or the court in which the proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper, and (iii) prior to a Change in Control Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such Claim.

Basic Indemnification Arrangement. In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law, as soon as practicable, practicable but in any event no later than fifteen (15) calendar thirty days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of, or suffered or incurred by Indemnitee in connection with, of such Claim; and (b) . If so requested by Indemnitee, the Company will pay or reimburse Indemnitee for shall advance (within five business days of such request) any and all Expenses incurred by to Indemnitee in connection with a Claim prior (an "Expense Advance"). Indemnitee undertakes and agrees to final disposition of the Claim, repay such Expense Advances if and only to the fullest extent permitted that it shall ultimately be determined by final judgment of a court of competent jurisdiction (as to which all rights of appeal have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified by the Company under applicable law but for the applicable Indemnifiable Event. This undertaking to repay such Expense Advances shall be unsecured and interest-free and without requiring any preliminary determination of regard to Indemnitee's ability to repay the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemniteeexpenses. Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, except as otherwise provided in Section 4 hereof, Indemnitee will shall not be entitled to indemnification or advancement of expenses pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company Board of Directors has joined in authorized or consented to the initiation of such Claim.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law, law as soon as practicable, practicable but in any event no later than fifteen (15) calendar thirty days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of, or suffered or incurred by Indemnitee in connection with, of such Claim; and (b) . If so requested by Indemnitee, the Company will pay or reimburse Indemnitee for any and all Expenses incurred by Indemnitee in connection with a Claim prior to final disposition of the Claim, shall advance to the fullest extent permitted by law but (within ten business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”). Expense Advances shall be unsecured and interest free. Expense Advances shall be made without requiring any preliminary determination of the regard to Indemnitee’s ability to repay Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Indemnitee shall qualify for Expense Advances upon the execution and delivery to indemnificationthe Company of this Agreement, as soon as practicable, but in any event within two which shall constitute an undertaking providing that Indemnitee undertakes to (1) repay the amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company and (2) business days, after request by Indemniteeprovide reasonably satisfactory documentation supporting such Expenses. Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, prior to a Change of Control, Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company Board has joined in authorized or consented to the initiation of such Claim.

Basic Indemnification Arrangement. In the event If Indemnitee was, is or becomes at any time a party to to, or witness or other participant in, or is threatened to be made a party to to, or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent now or hereafter authorized or permitted by law, law as soon as practicable, practicable but in any event no later than fifteen (15) calendar 30 days after written demand is presented to the Company, from and against any and all Expenses, judgments, finesfines (including excise taxes assessed against an Indemnitee with respect to an employee benefit plan), penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with with, or in respect of of, such Expenses, judgments, fines, penalties or amounts paid in settlement) of, or suffered or incurred by Indemnitee in connection with, of such Claim; and (b) . If so requested by Indemnitee, the Company will pay or reimburse Indemnitee for shall advance (within two business days of such request) any and all Expenses incurred by to Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemniteean "Expense Advance"). Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, (i) Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in any action in which the Indemnitee=s conduct has been finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct; (ii) in any derivative action in which Indemnitee has been finally adjudged to be liable to the Company, unless and only to the extent that the Court of Chancery or the court in which the proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper, and (iii) prior to a Change in Control Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such Claim.

Basic Indemnification Arrangement. In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, : (a) the Company will indemnify and hold harmless Indemnitee to the fullest extent permitted by law, as soon as practicable, but in any event no later than fifteen (15) calendar days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of, or suffered or incurred by Indemnitee in connection with, such Claim; and (b) the Company will pay or reimburse Indemnitee for any and all Expenses incurred by Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemnitee. Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, Indemnitee will not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such Claim.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason reasons of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law, law as soon as practicable, practicable but in any event no later than fifteen thirty (1530) calendar days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) ofof such Claim and any federal, state, local or suffered foreign taxes imposed on the Indemnitee as a result of the actual or incurred deemed receipt of any payments under this Agreement (including the creation of the trust referred to in SECTION 4 hereof). If so requested by Indemnitee in connection withIndemnitee, such Claim; and (b) the Company will pay or reimburse Indemnitee for shall advance (within five (5) business days of such request) any and all Expenses incurred by to Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemniteean "Expense Advance"). Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrarycontrary and except as provided in SECTION 5, prior to a Change in Control Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such Claim.

Basic Indemnification Arrangement. In the event If Indemnitee was, is or becomes at any time a party to to, or witness or other participant in, or is threatened to be made a party to to, or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable EventClaim, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent now or hereafter authorized or permitted by law, law as soon as practicable, practicable but in any event no later than fifteen (15) calendar 30 days after written demand is presented to the Company, from and against any and all Expenses, judgments, finesfines (including excise taxes assessed against Indemnitee with respect to an employee benefit plan), penalties and amounts paid in settlement of such Claim (including all interest, assessments and other charges paid or payable in connection with with, or in respect of of, such Expenses, judgments, fines, penalties or amounts paid in settlement) of). If so requested by Indemnitee, or suffered or incurred by Indemnitee and upon compliance with the condition stated in connection withSection 3, such Claim; and (b) the Company will pay or reimburse Indemnitee for shall advance (within two business days of such request and compliance) any and all Expenses incurred by to Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemniteean “Expense Advance”). Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, Indemnitee will shall not be entitled to indemnification pursuant to this Agreement (i) in respect of any Claim based upon or arising out of conduct of Indemnitee that does not satisfy the Applicable Standard of Conduct, or (ii) in any action by or in the right of the Company in which Indemnitee has been finally adjudged to be liable to the Company, unless and only to the extent that the court in which the proceeding was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper, nor shall the Company be liable, unless otherwise provided by separate written agreement, bylaw or other provision for indemnity, to make any payment in connection with any Claim (x) for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto, (y) for amounts paid in settlement of any proceeding effected without the written consent of the Company, which consent shall not be unreasonably withheld or (z) in connection with any Claim initiated prior to a Change in Control by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or Indemnitee, unless the Company Board of Directors has joined in or consented to the initiation of such Claim.

Basic Indemnification Arrangement. (a) In the event that the Indemnitee was, was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless the Indemnitee to the fullest extent permitted by law, law as soon as practicable, but in any event no later than fifteen (15) calendar thirty days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement; provided, however, the Company shall have been given the opportunity to consent in writing to such settlement (which consent shall not be unreasonably withheld)) of, or suffered or incurred by Indemnitee in connection with, of such Claim; and (b) . If so requested by the Indemnitee, the Company will pay or reimburse Indemnitee for shall advance (within two business days of such request and subject to providing any and undertaking that may be required by law) all Expenses incurred by Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemniteean "EXPENSE ADVANCE"). Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, prior to a Change in Control, the Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by the Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of (otherwise than to enforce his rights under this Agreement or Agreement) unless the Company has joined in or consented to the initiation of such Claim.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee (without regard to the negligence or other fault of the Indemnitee) to the fullest extent permitted by applicable law, as soon as practicable, practicable but in any no event no later than fifteen (15) calendar thirty days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties penalties, excise taxes and amounts paid or to be paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties penalties, excise taxes or amounts paid or to be paid in settlement) ofof such Claim. If Indemnitee makes a request to be indemnified under this Agreement, the Board of Directors (i) acting by a majority vote of the directors who are not parties to the Claim with respect to an Indemnifiable Event, even if less than a quorum, (ii) acting by a committee of such directors appointed by a majority vote of such directors, even if less than a quorum, or suffered (iii) acting upon an opinion in writing of independent legal counsel, if there are no such directors or incurred by Indemnitee in connection with, if such Claim; and directors so request (b"Board Action") the Company will pay or reimburse Indemnitee for any and all Expenses incurred by Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnificationshall, as soon as practicable, practicable but in any no event within two (2) business dayslater than thirty days after such request, after request by Indemniteeauthorize such indemnification. Notwithstanding anything in this Section 2 the Restated Certificate of Incorporation of the Company (the "Certificate of Incorporation"), the Bylaws of the Company or Section 5 of this Agreement to the contrary, following a Change in Control, Indemnitee will not shall, unless prohibited by law, be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such ClaimIndemnitee.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole all or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law, law as soon as practicable, but in any event no later than fifteen (15) calendar thirty days after written demand is presented to the Company, from and against any and all Expenses, judgments, finesfines (including excise taxes assessed on the Indemnitee with respect to an employee benefit plan), penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of, or suffered or incurred by Indemnitee in connection with, of such Claim; provided that no indemnification may be made to or on behalf of Indemnitee if a judgment or other final adjudication adverse to Indemnitee establishes that Indemnitee’s acts were committed in bad faith or were the result of active and (b) deliberate dishonesty and were material to the cause of action so adjudicated, or that Indemnitee personally gained in fact a financial profit or other advantage to which Indemnitee was not legally entitled. If so requested by Indemnitee, the Company will pay or reimburse Indemnitee for shall advance (within two business days of such request) any and all Expenses incurred by to Indemnitee in connection with a Claim prior to final disposition of the Claim, (an “Expense Advance”) to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee and subject to indemnification, as soon as practicable, but in any event within two (2) business days, after request by IndemniteeSection 4 hereof. Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company Indemnitee, other than pursuant to Sections 5 or any director or officer of the Company except as provided in Section 4 of this Agreement or 19, unless the Company Board of Directors has joined in authorized or consented to the initiation of such Claim.

Basic Indemnification Arrangement. In the event Indemnitee was, is is, or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will indemnify and hold harmless Indemnitee to the fullest extent permitted by law, law as soon as practicable, practicable but in any event no later than fifteen (15) 60 calendar days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties penalties, and amounts paid in settlement (including all interest, assessments assessments, and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties penalties, or amounts paid in settlement) of, or suffered or incurred by of such Claims. The Indemnitee in connection with, such Claim; and (b) shall give prompt notice to the Company of any actual or asserted event or occurrence that could reasonably be expected to give rise to a Claim. The failure by the Indemnitee to notify the Company of such Claim will pay or reimburse Indemnitee for not relieve the Company from any liability hereunder unless, and all Expenses incurred by Indemnitee in connection with a Claim prior only to final disposition the extent that, the Company did not learn of the Claim, to Claim and such failure shall materially prejudice the fullest extent permitted by law but without requiring any preliminary determination ability of the ultimate entitlement of Indemnitee Company to indemnification, as soon as practicable, but in defend such Claims or otherwise perfect rights to any event within two (2) business days, after request by Indemniteeinsurance coverage relating thereto. Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, Indemnitee will not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company (other than a claim described in Section 3 hereof) or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such Claim. If so requested by Indemnitee, the Company will advance (within two business days of such request) any and all Expenses to Indemnitee upon receipt of an undertaking from Indemnitee agreeing to repay any amounts advanced hereunder to the extent that it is finally determined that Indemnitee is not entitled to indemnification for such Expenses.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law, as soon as practicable, the same exists or hereafter may be amended or interpreted (but in the case of any event no later than fifteen (15) calendar days after written demand is presented such amendment or interpretation, only to the Companyextent that such amendment or interpretation permits the Company to provide broader indemnification rights than were provided prior thereto), from and promptly upon the receipt of written demand, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of, or suffered or incurred by Indemnitee in connection with, of such Claim; and (b) . If so requested by Indemnitee, the Company will pay or reimburse Indemnitee for shall advance (within ten (10) business days after the Company’s receipt of such request) any and all Expenses incurred by to Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemniteean “Expense Advance”). Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrarycontrary (except as set forth in Section 5), prior to a Change in Control, Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or the Board of Directors of the Company has consented to the initiation of such Claimclaim.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason reasons of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law, law as soon as practicable, practicable but in any event no later than fifteen thirty (1530) calendar days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) ofof such Claim and any federal, state, local or suffered foreign taxes imposed on the Indemnitee as a result of the actual or incurred deemed receipt of any payments under this Agreement (including the creation of the trust referred to in SECTION 4 hereof). If so requested by Indemnitee in connection withIndemnitee, such Claim; and (b) the Company will pay or reimburse Indemnitee for shall advance (within five (5) business days of such request) any and all Expenses incurred by to Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemniteean "Expense Advance"). Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrarycontrary and except as provided in Section 5, prior to a Change in Control Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such Claim.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (asubject to Sections 2(b), 2(c), and 2(d) hereof the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law, law as soon as practicable, practicable but in any event no later than fifteen (15) calendar thirty days after the Indemnitee presents written demand is presented to the Company, from and against any and all Expenses, reasonable Expenses and all judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) ofof such Claim and any federal, state, local or suffered foreign taxes imposed on the Indemnitee as a result of the actual or incurred deemed receipt of any payments under this Agreement. The Indemnitee’s written demand shall also specify the Independent Legal Counsel selected by Indemnitee pursuant to the terms of this Agreement. If so requested by Indemnitee in connection withwriting, such Claim; and (b) the Company will pay or reimburse Indemnitee for shall advance (within ten business days of such request) any and all reasonable Expenses incurred to Indemnitee or to the Indemnitee’s counsel (an “Expense Advance”). Such written request shall also specify the Independent Legal Counsel selected by Indemnitee in connection with a Claim prior to final disposition of if the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemniteehas not previously specified such Independent Legal Counsel. Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrarycontrary and except as provided in Section 3, prior to a Change of control, Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such Claim.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted by applicable law, as soon as practicable, practicable but in any no event no later than fifteen (15) calendar thirty days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties penalties, excise taxes and amounts paid or to be paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties penalties, excise taxes or amounts paid or to be paid in settlement) of, or suffered or incurred by Indemnitee in connection with, of such Claim; and . If Indemnitee makes a request to be indemnified under this Agreement, the Board of Directors (b) the Company will pay or reimburse Indemnitee for any and all Expenses incurred acting by Indemnitee in connection with a Claim prior to final disposition quorum consisting of the Claim, directors who are not parties to the fullest extent permitted by law but without requiring any preliminary determination Claim with respect to an Indemnifiable Event or, if such a quorum is not obtainable, acting upon an opinion in writing of the ultimate entitlement of Indemnitee to indemnificationindependent legal counsel ("Board Action")) shall, as soon as practicable, practicable but in any no event within two (2) business dayslater than thirty days after such request, after request by Indemniteeauthorize such indemnification. Notwithstanding anything in this Section 2 the Certificate, the Bylaws or Section 5 of this Agreement to the contrary, following a Change in Control, Indemnitee will not shall be entitled to indemnification pursuant to this Agreement in connection with any Claim claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such ClaimIndemnitee.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will indemnify and shall indemnify, hold harmless and defend Indemnitee (without regard to the negligence or other fault of the Indemnitee) to the fullest extent permitted by applicable law, as soon as practicable, practicable but in any no event no later than fifteen (15) calendar thirty days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties penalties, excise taxes and amounts paid or to be paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties penalties, excise taxes or amounts paid or to be paid in settlement) of, or suffered or incurred by Indemnitee in connection with, of such Claim; and . If Indemnitee makes a request to be indemnified under this Agreement, the Board of Directors (b) the Company will pay or reimburse Indemnitee for any and all Expenses incurred acting by Indemnitee in connection with a Claim prior to final disposition quorum consisting of the Claim, directors who are not parties to the fullest extent permitted by law but without requiring any preliminary determination Claim with respect to an Indemnifiable Event or, if such a quorum is not obtainable, acting upon an opinion in writing of the ultimate entitlement of Indemnitee to indemnificationindependent legal counsel ("Board Action")) shall, as soon as practicable, practicable but in any no event within two (2) business dayslater than thirty days after such request, after request by Indemniteeauthorize such indemnification. Notwithstanding anything in this Section 2 the Certificate of Incorporation (the "Certificate") of the Company, the By-laws or Section 5 of this Agreement to the contrary, following a Change in Control, Indemnitee will not shall be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such ClaimIndemnitee.

Basic Indemnification Arrangement. a) In the event Indemnitee was, is is, or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest full extent authorized or permitted by law, law as soon as practicable, practicable but in any event no later than fifteen thirty (1530) calendar days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of, or suffered or incurred by Indemnitee in connection with, of such Claim; and (b) provided, however, that, except for proceedings to enforce rights to indemnification, the Company will pay or reimburse Indemnitee for any and all Expenses incurred by shall not be obligated to indemnify Indemnitee in connection with a Claim prior to final disposition proceeding (or part thereof) initiated by Indemnitee unless such proceeding (or part thereof) was authorized in advance, or unanimously consented to, by the Board of Directors of the Claim, Company; and provided further that the Company shall not be obligated to indemnify Indemnitee hereunder for an Indemnifiable Event which is not (i) authorized by the fullest extent permitted by law but without requiring any preliminary determination Company's Board of Directors or (ii) otherwise within the authority of the ultimate entitlement of Indemnitee to indemnificationIndemnitee. If so requested by Indemnitee, as soon as practicable, but in any event the Company shall advance (within two (2) business days, after request by Indemnitee. Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, Indemnitee will not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation days of such Claimrequest) any and all Expenses to Indemnitee (an "Expense Advance").

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, in a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted authorized by lawthe By-Laws of the Company as in effect on the date hereof notwithstanding that such By-Laws may subsequently be amended, repealed or otherwise changed in any respect, as soon as practicable, practicable but in any event no later than fifteen (15) calendar thirty days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of, or suffered or incurred by Indemnitee in connection with, of such Claim; and (b) the Company will pay or reimburse Indemnitee for any and all Expenses incurred by Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemnitee. Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, prior to a Change in Control Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such Claim. If so requested by Indemnitee, the Company shall advance (within two business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”).

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law, law as soon as practicable, practicable but in any event no later than fifteen (15) calendar thirty days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of, or suffered or incurred by Indemnitee in connection with, of such Claim; and (b) . If so requested by Indemnitee, the Company will pay or reimburse Indemnitee for shall advance (within two business days of such request) any and all Expenses incurred by to Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemniteean “Expense Advance”). Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, Indemnitee will shall not be entitled to indemnification on an advance pursuant to this Agreement in connection with any (i) Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or Indemnitee, unless the Company Board of Directors has joined in authorized or consented to the initiation of such Claim, (ii) liability under Section 16(b) of the Exchange act or under federal or state securities laws for “ixxxxxx xxxxxxx,” (iii) breach of the duty of loyalty to the Corporation, (iv) conduct finally adjudged as constituting acts or omissions not in good faith or that involve active or deliberate dishonesty or willful fraud or illegality, (v) conduct finally adjudged as producing an unlawful personal benefit, (vi) liability under Section 174 of the Delaware General Corporation Law (the “DGCL”) regarding unlawful dividends and stock purchases or (vii) advance that is prohibited by the Sxxxxxxx-Xxxxx Act of 2002.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted by lawthe laws of Delaware, as the same exist or may hereafter be amended (but, in the case of any amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), as soon as practicable, practicable but in any event no not later than fifteen (15) calendar thirty days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) ofof such Claim and any federal, state, local or suffered foreign taxes imposed on the Indemnitee as a result of the actual or incurred deemed receipt of any payments under this Agreement. If so requested by Indemnitee in connection withIndemnitee, such Claim; and (b) the Company will pay or reimburse Indemnitee for shall advance (within two business days of such request) any and all Expenses incurred by to Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemniteean "Expense Advance"). Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrarycontrary and except as provided in Section 3, Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such Claim. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification pursuant to this Agreement on account of any suit in which a final judicial determination is rendered against Indemnitee for an accounting of profits made from the purchase and sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law, as soon as practicable, the same exists or hereafter may be amended or interpreted (but in the case of any event no later than fifteen (15) calendar days after written demand is presented such amendment or interpretation, only to the Companyextent that such amendment or interpretation permits the Company to provide broader indemnification rights than were provided prior thereto), from and promptly upon the receipt of written demand, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of, or suffered or incurred by Indemnitee in connection with, of such Claim; and (b) . If so requested by Indemnitee, the Company will pay or reimburse Indemnitee for shall advance (within ten (10) business days after the Company’s receipt of such request) any and all Expenses incurred by to Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemniteean “Expense Advance”). Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, prior to a Change in Control, Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or the Board of Directors of the Company has consented to the initiation of such Claimclaim.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee (without regard to the negligence or other fault of the Indemnitee) to the fullest extent permitted by applicable law, as soon as practicable, practicable but in any no event no later than fifteen (15) calendar thirty days after written demand is presented to the Company, from and against any and all Expensesexpenses, judgments, fines, penalties penalties, excise taxes and amounts paid or to be paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expensesexpenses, judgments, fines, penalties penalties, excise taxes or amounts paid or to be paid in settlement) of, or suffered or incurred by Indemnitee in connection with, of such Claim; and . If Indemnitee makes a request to be indemnified under this Agreement, the Board of Directors (b) the Company will pay or reimburse Indemnitee for any and all Expenses incurred acting by Indemnitee in connection with a Claim prior to final disposition quorum consisting of the Claim, directors who are not parties to the fullest extent permitted by law but without requiring any preliminary determination Claim with respect to an Indemnifiable Event or, if such a quorum is not obtainable, acting upon an opinion in writing of the ultimate entitlement of Indemnitee to indemnificationindependent legal counsel ("Board Action") shall, as soon as practicable, practicable but in any no event within two (2) business dayslater than thirty days after such request, after request by Indemniteeauthorize such indemnification. Notwithstanding anything in this Section 2 the Certificate of Incorporation of the Company (the "Certificate of Incorporation"), the Bylaws of the Company or Section 5 of this Agreement to the contrary, following a Change in Control, Indemnitee will not shall, unless prohibited by law, be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such ClaimIndemnitee.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law, law as soon as practicable, practicable but in any event no later than fifteen (15) calendar thirty days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgmentsjudgements, fines, penalties or amounts paid in settlement) of, or suffered or incurred by Indemnitee in connection with, of such Claim; and (b) the Company will pay or reimburse Indemnitee for any and all Expenses incurred by Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemnitee. Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such Claim. If so requested by Indemnitee, the Company shall advance (within two business days of such request) any and all Expenses to Indemnitee (an "Expense Advance"). (b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in written opinion, in any case in which the special, independent counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for Any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, the Reviewing Party shall be the special, independent counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the state of domicile or Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee. 3.

Basic Indemnification Arrangement. In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company Trust will indemnify and hold harmless Indemnitee to the fullest maximum extent which a Maryland corporation is permitted by lawto indemnify its directors and officers under Section 2-418 of the Maryland General Corporation Law (the “MGCL”) as the same may be amended from time to time after the date hereof, as soon as practicable, but in any event no later than fifteen (15) calendar days after written demand is presented to the CompanyTrust, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of, or suffered or incurred by Indemnitee in connection with, such Claim; and (b) the Company Trust will pay or reimburse Indemnitee for any and all Expenses incurred by Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemnitee. Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, Indemnitee will not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company Trust or any director trustee or officer of the Company Trust except as provided in Section 4 of this Agreement or unless the Company Trust has joined in or consented to the initiation of such Claim.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law, as soon as practicable, practicable but in any event no later than fifteen (15) calendar 30 days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and penalties, reasonable Expenses and, provided if the Company has approved the amount to be paid in settlement (which approval shall not be unreasonably withheld), amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) ofof such Claim and any federal, state, local or suffered or incurred by foreign taxes imposed on the Indemnitee in connection with, such Claim; and (b) the Company will pay or reimburse Indemnitee for any and all Expenses incurred by Indemnitee in connection with as a Claim prior to final disposition result of the Claim, to actual or deemed receipt of any payments under this Agreement (including the fullest extent permitted by law but without requiring any preliminary determination creation of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request escrow contemplated by IndemniteeSection 4 hereof). Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrarycontrary and except as provided in Section 5 hereof, prior to a Change in Control, Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented given its prior written consent (which consent shall not be unreasonably withheld) to the initiation of such Claim. If so requested by Indemnitee from time to time, the Company shall advance (promptly and in any event within ten business days of such request) to Indemnitee or to such person directed by Indemnitee any and all reasonable Expenses (an "Expense Advance").

Basic Indemnification Arrangement. (a) In the event Indemnitee was, --------------------------------- is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law, law/1/ as soon as practicable, practicable but in any event no later than fifteen (15) calendar thirty days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) ofof such Claim./2/ If so requested by Indemnitee, or suffered or incurred by Indemnitee in connection with, such Claim; and (b) the Company will pay or reimburse Indemnitee for shall advance (within two business days of such request) any and all Expenses incurred by to Indemnitee in connection with a Claim prior to final disposition of the Claim(an "Expense Advance"). _________________________ /1/ Notwithstanding GCL (S) 145(f) (which provides that statutory indemnification rights are not exclusive), to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnificationit should be presumed that, as soon as practicablea matter of Delaware public policy, but indemnification in any event within two (2) business days, after request respect of actions by Indemnitee. Notwithstanding anything or in this Section 2 or Section 5 of this Agreement to the contrary, Indemnitee will not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer right of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented (including derivative lawsuits) would not be available, other than for Expenses. Consideration might be given to specifying certain clear exclusions to the initiation basic indemnification obligation, e.g.: liability under Section 16(b) of such Claimthe Exchange Act or ---- under federal or state securities laws for "xxxxxxx xxxxxxx"; conduct finally adjudged as constituting active or deliberate dishonesty or willful fraud or illegality; or conduct finally adjudged as producing an unlawful personal benefit.

Basic Indemnification Arrangement. (a) In the event Indemnitee the indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless the Indemnitee to the fullest extent permitted by law, law as soon as practicable, practicable but in any event no later than fifteen (15) calendar thirty days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) ofof such Claim, except that no indemnification shall be made pursuant to this Agreement for any Claim by reason of the Indemnitee's liability under Section 16(b) of the Exchange Act or under federal or state securities laws for "xxxxxxx xxxxxxx," conduct that is finally adjudged as constituting active or deliberate dishonesty or willful fraud or illegality, or suffered or incurred by Indemnitee in connection with, such Claim; and (b) the Company will pay or reimburse Indemnitee for any and all Expenses incurred by Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, conduct that is finally adjudged as soon as practicable, but in any event within two (2) business days, after request by Indemniteeproducing an unlawful personal benefit. Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, prior to a Change in Control, the Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by the Indemnitee (other than pursuant to Section 5 hereof) against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company Board of Directors has joined in authorized or consented to the initiation of such Claim. If so requested by the Indemnitee, the Company shall advance (within ten (10) business days of such request) any and all Expenses to the Indemnitee (an "Expense Advance").

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, in a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will Corporation shall indemnify and hold harmless Indemnitee to the fullest extent permitted authorized by lawthe By-Laws of the Corporation as in effect on the date hereof notwithstanding that such By-Laws may subsequently be amended, repealed or otherwise changed in any respect, as soon as practicable, practicable but in any event no later than fifteen (15) calendar thirty days after written demand is presented to the CompanyCorporation, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) ofof such Claim. For the avoidance of doubt, or suffered or incurred by the foregoing indemnification obligation includes, without limitation, claims for monetary damages against Indemnitee in connection with, such Claim; and (b) the Company will pay or reimburse Indemnitee for any and all Expenses incurred by Indemnitee in connection with a Claim prior to final disposition respect of the Claiman alleged breach of fiduciary duties, to the fullest extent permitted by law but without requiring any preliminary determination under Section 102(b)(7) of the ultimate entitlement Delaware General Corporation Law, as in effect on the date hereof, or as the same may be amended to provide greater protection to the Indemnitee. If so requested by Indemnitee, the Corporation shall advance (within two business days of such request) any and all Expenses to Indemnitee in advance of the final disposition of such matter (an “Expense Advance”). An Expense Advance shall be made only upon receipt of (1) an undertaking by or on behalf of the Indemnitee to indemnificationrepay all amounts so advanced in the event that it shall ultimately be determined in accordance with this Agreement, including Section 2(c) hereof, that the Indemnitee is not entitled to be indemnified by the Corporation as soon as practicable, but authorized in any event within two this Agreement; and (2) business days, after request by Indemnitee. Notwithstanding anything in this Section 2 or Section 5 of this Agreement satisfactory evidence as to the contraryamount of such Expenses. The Indemnitee’s written certification, Indemnitee will not be entitled to indemnification pursuant to this Agreement in connection together with any Claim initiated by Indemnitee against the Company or any director or officer a copy of the Company except as provided in Section 4 statement paid or to be paid by the Indemnitee, shall constitute satisfactory evidence of this Agreement or unless the Company has joined in or consented to the initiation amount of such ClaimExpenses.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee (without regard to the negligence or other fault of the Indemnitee) to the fullest extent permitted by applicable law, as soon as practicable, practicable but in any no event no later than fifteen (15) calendar thirty days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties penalties, excise taxes and amounts paid or to be paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties penalties, excise taxes or amounts paid or to be paid in settlement) ofof such Claim. If Indemnitee makes a request to be indemnified under this Agreement, the Board of Directors (i) acting by a majority vote of the directors who are not parties to the Claim with respect to an Indemnifiable Event, even if less than a quorum, (ii) acting by a committee of such directors appointed by a majority vote of such directors, even if less than a quorum, or suffered or incurred by Indemnitee (iii) acting upon an opinion in connection withwriting of independent legal counsel, if there are no such Claim; and directors of if such directors so direct (b"Board Action") the Company will pay or reimburse Indemnitee for any and all Expenses incurred by Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnificationshall, as soon as practicable, practicable but in any no event within two (2) business dayslater than thirty days after such request, after request by Indemniteeauthorize such indemnification. Notwithstanding anything in this Section 2 the Amended and Restated Certificate of Incorporation of the Company (the "Certificate of Incorporation"), the Bylaws of the Company or Section 5 of this Agreement to the contrary, following a Change in Control, Indemnitee will not shall, unless prohibited by law, be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such ClaimIndemnitee.

Basic Indemnification Arrangement. In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will indemnify and hold harmless Indemnitee to the fullest extent permitted by law, law as soon as practicable, practicable but in any event no later than fifteen (15) 30 calendar days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of, or suffered or incurred by Indemnitee in connection with, of such Claim; and (b) the Company will pay or reimburse Indemnitee for any and all Expenses incurred by Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by IndemniteeClaims. Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, Indemnitee will not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such Claim; provided, however, Company consent will not be required with respect to any claim initiated by the Indemnitee against the Company arising out of, or in connection with, the enforcement of, or the alleged breach by the Company of, this Agreement. If so requested by Indemnitee, the Company will advance (within twenty (20) calendar days of such request) any and all Expenses to Indemnitee; provided, however, if the Delaware General Corporation Law (the “DGCL”) so requires, an advancement of Expenses incurred by Indemnitee will be made only upon delivery to the Company of an undertaking (an “Undertaking”), by or on behalf of Indemnitee, to repay all amounts so advanced if it is ultimately determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that Indemnitee is not entitled to be indemnified for such expenses under this Section 2 or otherwise.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes at any time a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim Proceeding by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent now or hereafter authorized or permitted by law, law (including indemnification to the fullest extent the Company may provide for by agreement) as soon as practicable, practicable but in any event no later than fifteen (15) calendar thirty days after written demand is presented to the Company, from and against any and all Liabilities and Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Liabilities and Expenses) of such Proceeding and any federal, judgmentsstate, fineslocal or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement (including the creation of the trust referred to in Section 4 hereof). If so requested by Indemnitee, penalties or amounts paid in settlement) of, or suffered or incurred by Indemnitee in connection with, such Claim; and (b) the Company will pay or reimburse Indemnitee for shall advance (within five business days of such request) any and all Expenses incurred by to Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemniteean "Expense Advance"). Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, prior to a Change in Control, Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim Proceeding initiated by Indemnitee against the Company Company, or against any director or officer of the Company except as provided in Section 4 of this Agreement or thereof unless the Company has have joined in or consented to the initiation of such ClaimProceeding.

Basic Indemnification Arrangement. In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will indemnify and hold harmless Indemnitee to the fullest extent permitted by law, law as soon as practicable, practicable but in any event no later than fifteen (15) 30 calendar days after written demand is presented to the Company, from and against any and all Expenses, judgments, fines, penalties and amounts paid in settlement Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of, or suffered or incurred by Indemnitee in connection with, of such Claim; and (b) the Company will pay or reimburse Indemnitee for any and all Expenses incurred by Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by IndemniteeClaims. Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, Indemnitee will not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or unless the Company has joined in or consented to the initiation of such Claim; provided, however, Company consent will not be required with respect to any claim initiated by the Indemnitee against the Company arising out of, or in connection with, the enforcement of, or the alleged breach by the Company of, this Agreement. If so requested by Indemnitee, the Company will advance (within twenty (20) calendar days of such request) any and all Expenses to Indemnitee; provided, however, if the Delaware General Corporation Law (the "DGCL") so requires, an advancement of Expenses incurred by Indemnitee will be made only upon delivery to the Company of an undertaking (an "Undertaking"), by or on behalf of Indemnitee, to repay all amounts so advanced if it is ultimately determined by final judicial decision from which there is no further right to appeal (a "Final Adjudication") that Indemnitee is not entitled to be indemnified for such expenses under this Section 2 or otherwise.

Basic Indemnification Arrangement. (a) In the event Indemnitee was, is or becomes at any time a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim Proceeding by reason of (or arising or related in whole or in part out of) an Indemnifiable Event, (a) the Company will shall indemnify and hold harmless Indemnitee to the fullest extent now or hereafter authorized or permitted by law, law (including indemnification to the fullest extent the Company may provide for by agreement) as soon as practicable, practicable but in any event no later than fifteen thirty (1530) calendar days after written demand is presented to the Company, from and against any and all Expensesliabilities and expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expensesliabilities and expenses) of such Proceeding and any federal, judgmentsstate, fineslocal or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement (including the creation of the trust referred to in Section 4 hereof). If so requested by Indemnitee, penalties or amounts paid in settlement) of, or suffered or incurred by Indemnitee in connection with, such Claim; and (b) the Company will pay or reimburse Indemnitee for shall advance (within ten (10) business days of such request) any and all Expenses incurred by expenses to Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two (2) business days, after request by Indemniteean “Expense Advance”). Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, prior to a Change in Control, Indemnitee will shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim Proceeding initiated by Indemnitee against the Company or the Bank, or against any director or officer of the Company except as provided in Section 4 of this Agreement or thereof unless the Company has joined in or consented to the initiation of such ClaimProceeding.

Basic Indemnification Arrangement. (a) In the event Indemnitee Officer was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim (as defined hereinafter) by reason of (or arising or related in whole or in part out of) an Indemnifiable EventEvent (as defined hereinafter), (a) the Company will shall indemnify and hold harmless Indemnitee Officer to the fullest extent permitted by law, law as soon as practicable, but in any event no later than fifteen (15) calendar 30 days after written demand is presented to the Company, from and against any and all ExpensesExpenses (as defined hereinafter), judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such ExpensesClaim. If so requested by Officer, judgments, fines, penalties or amounts paid in settlement) of, or suffered or incurred by Indemnitee in connection with, such Claim; and (b) the Company will pay or reimburse Indemnitee for shall advance (within ten business days after such written request) any and all Expenses incurred by Indemnitee in connection with a Claim prior to final disposition of the Claim, to the fullest extent permitted by law but without requiring any preliminary determination of the ultimate entitlement of Indemnitee to indemnification, as soon as practicable, but in any event within two Officer (2) business days, after request by Indemniteean "Expense Advance"). Notwithstanding anything in this Section 2 or Section 5 of this Agreement to the contrary, Indemnitee will and except as provided in Section 3 hereof, prior to a Change in Control (as defined hereinafter), Officer shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee Officer against the Company or any director or officer of the Company except as provided in Section 4 of this Agreement or Company, unless the Company has joined in or consented to the initiation of such Claim. 8 (b) Notwithstanding the foregoing, (I) the obligations of the Company under Section 1(a) shall be subject to the condition that the Reviewing Party (as defined hereinafter) shall not have determined (in a written opinion, in any case in which the special independent counsel referred to in Section 2 hereof is involved) that Officer would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 1(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Officer would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Officer (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Officer has commenced legal proceedings in a court of competent jurisdiction to secure a determination that Officer should be indemnified under applicable law, any determination made by the Reviewing Party that Officer would not be permitted to be indemnified under applicable law shall not be binding and Officer shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control, the Reviewing Party shall be the special independent counsel referred to in Section 2 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Officer substantively would not be permitted to be indemnified in whole or in part under applicable law, Officer shall have the right to commence litigation in any court in the states of Texas or Delaware having subject matter jurisdiction thereof and in which venue is proper, seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Officer. 2.